RECITALSExecutive Employment Agreement • August 14th, 2000 • Image Sensing Systems Inc • Measuring & controlling devices, nec • Minnesota
RECITALSEmployment Agreement • March 30th, 2000 • Image Sensing Systems Inc • Measuring & controlling devices, nec • Minnesota
WITNESSETH:Employment Agreement • August 14th, 2002 • Image Sensing Systems Inc • Measuring & controlling devices, nec • Hong Kong
RECITALSEmployment Agreement • August 14th, 1998 • Image Sensing Systems Inc • Measuring & controlling devices, nec • Minnesota
EXHIBIT 10.22 SETTLEMENT AGREEMENT AND RELEASE The "parties" to this Settlement Agreement and Release ("Settlement Agreement"), which was made and entered into as of April 15, 2002, are Image Sensing Systems, Incorporated ("ISS"), Flow Traffic Limited...Settlement Agreement and Release • April 30th, 2002 • Image Sensing Systems Inc • Measuring & controlling devices, nec
EXHIBIT 10.18 OFFICE LEASE AGREEMENT BY AND BETWEEN SPRUCE TREE CENTRE L.L.P.Lease Agreement • March 30th, 1999 • Image Sensing Systems Inc • Measuring & controlling devices, nec
ARTICLE II REPRESENTATIONS AND WARRANTIESSubscription Agreement • November 14th, 2001 • Image Sensing Systems Inc • Measuring & controlling devices, nec • Hong Kong
AND-Consultancy Agreement • April 1st, 2002 • Image Sensing Systems Inc • Measuring & controlling devices, nec • Minnesota
Shares* IMAGE SENSING SYSTEMS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 12th, 2008 • Image Sensing Systems Inc • Measuring & controlling devices, nec • New York
Image Sensing Systems, Inc., a Minnesota corporation (the “Company”), proposes to issue and sell [________] shares (the “Firm Shares”) of the Company’s common stock, $.01 par value per share (the “Common Stock”), to you and to the several other Underwriters named in Schedule I (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”). The Company has also agreed to grant to you and the other Underwriters an option (the “Option”) to purchase up to an additional [______] shares of Common Stock, on the terms and for the purposes set forth in Section 1(b) (the “Option Shares”). The Firm Shares and the Option Shares are referred to collectively herein as the “Shares.”
RECITALSDistribution Agreement • August 13th, 2001 • Image Sensing Systems Inc • Measuring & controlling devices, nec • Minnesota
Amended and Restated Rights Agreement Dated as of July 21, 2021Rights Agreement • July 21st, 2021 • Autoscope Technologies Corp • Measuring & controlling devices, nec • New York
This Amended and Restated Rights Agreement is dated as of July 21, 2021 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among Autoscope Technologies Corporation, a Minnesota corporation (the “Company”); Continental Stock Transfer & Trust Company, a New York limited-purpose trust company, as rights agent (the “Rights Agent”); and, solely with respect to Section 37 of this Agreement, Image Sensing Systems, Inc., a Minnesota corporation (“ISNS”).
EXHIBIT 10.1 DEFINITIVE AGREEMENT This is a Business Agreement (hereinafter "Agreement") made and entered into as of this 20th day of July 2001, by and between Image Sensing Systems, Inc., a Minnesota corporation with its principal place of business...Definitive Agreement • November 14th, 2001 • Image Sensing Systems Inc • Measuring & controlling devices, nec
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • December 16th, 2021 • Autoscope Technologies Corp • Measuring & controlling devices, nec • Wisconsin
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations.
ARTICLE I MANAGEMENTShareholders' Agreement • November 14th, 2001 • Image Sensing Systems Inc • Measuring & controlling devices, nec • Hong Kong
AMENDMENT NO. 3 TO SHARES SALE AND PURCHASE AGREEMENTShares Sale and Purchase Agreement • August 14th, 2002 • Image Sensing Systems Inc • Measuring & controlling devices, nec
EXHIBIT 10.1 CONSULTANT AGREEMENTConsultant Agreement • May 15th, 2002 • Image Sensing Systems Inc • Measuring & controlling devices, nec
DATED 9 July 2015 TAGMASTER AKTIEBOLAG as Purchaser -and- IMAGE SENSING SYSTEMS EMEA LIMITED as Vendor -and- IMAGE SENSING SYSTEMS, INC. as Parent SHARE AND ASSET SALE AND PURCHASE AGREEMENT in relation to SHARES IN THE CAPITAL OF IMAGE SENSING...Share and Asset Sale and Purchase Agreement • December 22nd, 2015 • Image Sensing Systems Inc • Measuring & controlling devices, nec • England and Wales
EXHIBIT 10.20 PRODUCTION AGREEMENT THIS AGREEMENT is made and entered into as of the 14th day of February, 2002, by and among IMAGE SENSING SYSTEMS, INC., a Minnesota corporation with its principal place of business at 500 Spruce Tree Center, 1600...Production Agreement • April 1st, 2002 • Image Sensing Systems Inc • Measuring & controlling devices, nec • California
EXHIBIT 10.12 EXTENSION AND SECOND MODIFICATION TO MANUFACTURING, DISTRIBUTING AND TECHNOLOGY LICENSE AGREEMENT This EXTENSION AND SECOND MODIFICATION TO MANUFACTURING, DISTRIBUTING AND TECHNOLOGY LICENSE AGREEMENT (this "Second Modification") is made...And Technology License Agreement • April 1st, 2002 • Image Sensing Systems Inc • Measuring & controlling devices, nec
ASSET PURCHASE AGREEMENT AMONG EIS ELECTRONIC INTEGRATED SYSTEMS INC. - and - DAN MANOR - and - FAYE MANOR - and - DONALD D. DREWELL - and - MENDEL M. GREENBERG - and - FAYE AND DAN MANOR FAMILY TRUST - and - MMG TRUST - and - DREWELL FAMILY TRUST -...Asset Purchase Agreement • March 7th, 2008 • Image Sensing Systems Inc • Measuring & controlling devices, nec • Ontario
A Person (other than an individual) will be deemed to have Knowledge of a particular fact or other matter if any individual who is serving, or who has at any time served, as a director or officer (or in any similar capacity) has, or at any time had, Knowledge of that fact or other matter (as set forth in (a) and (b) above), and any such individual (and any individual party to this Agreement) will be deemed to have conducted a reasonably comprehensive investigation regarding the accuracy of the representations and warranties or other statement made herein by that Person or individual.
FOURTH MODIFICATION AGREEMENTFourth Modification Agreement • December 29th, 2011 • Image Sensing Systems Inc • Measuring & controlling devices, nec
THIS AGREEMENT is made as of the 16th day of November, 2011, by and between ASSOCIATED BANK, NATIONAL ASSOCIATION, a national banking association (“Bank”), and IMAGE SENSING SYSTEMS, INC., a Minnesota corporation (“Borrower”).
Consultant Agreement Between Image Sensing Systems, Inc. and James MurdakesConsultant Agreement • March 24th, 2006 • Image Sensing Systems Inc • Measuring & controlling devices, nec
WHEREAS James Murdakes (Murdakes) as a consultant to Image Sensing Systems, Inc. (ISS or the “Company”) has served in the capacity as the Chief Executive Officer and President of the Company since April 2002, without a written agreement between the Company and Murdakes as to a monthly retainer for his services, bonus payments awarded for achieving Company financial and strategic objectives or severance payments in the event he is terminated without cause (as defined below), or due to a change in control (as defined below)
SECOND AMENDMENT TO OFFICE LEASE AGREEMENT BY AND BETWEEN SPRUCE TREE CENTRE, L.L.P. (LESSOR) AND IMAGE SENSING SYSTEMS, INC. (LESSEE)Office Lease Agreement • March 27th, 1997 • Image Sensing Systems Inc • Measuring & controlling devices, nec
Whereas, it is the desire of Lessee to add to its space in the leased premises identified as Suite 420 at Spruce Tree Centre and,
FIRST AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • November 9th, 2021 • Autoscope Technologies Corp • Measuring & controlling devices, nec
THIS FIRST AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”) is made as of October 26, 2021 (the “Amendment Effective Date”), by and between TJ&Z Family Limited Partnership, a Minnesota limited partnership (“Seller”), and Image Sensing Systems, Inc., a Minnesota corporation, and its successors or assigns (“Buyer”).
LOAN AGREEMENTLoan Agreement • May 12th, 2008 • Image Sensing Systems Inc • Measuring & controlling devices, nec • Wisconsin
THIS AGREEMENT is made as of the 1st day of May, 2008, by and between ASSOCIATED BANK, NATIONAL ASSOCIATION, a national banking association (“Bank”) and IMAGE SENSING SYSTEMS, INC., a Minnesota corporation (“Borrower”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 21st, 2021 • Autoscope Technologies Corp • Measuring & controlling devices, nec • Minnesota
This AGREEMENT AND PLAN OF MERGER, dated as of July 20, 2021 (the “Agreement”), is entered into by and among Image Sensing Systems, Inc., a Minnesota corporation (“ISNS” and, after the “Effective Time” (as defined in Section 11 below), the “Surviving Company”); Autoscope Technologies Corporation, a Minnesota corporation and the direct wholly-owned subsidiary of ISNS (“Autoscope”); and Spruce Tree MergerCo, Inc., a Minnesota corporation and indirect subsidiary of ISNS and direct wholly-owned subsidiary of Autoscope (the “Merger Sub”) (ISNS, Autoscope, and the Merger Sub will sometimes be referred to in this Agreement each as a “Party” and together, the “Parties”).
EXHIBIT 10.22 Consultant Agreement Between Image Sensing Systems, Inc. and James Murdakes WHEREAS James Murdakes (Murdakes) as a consultant to Image Sensing Systems, Inc. (ISS or the "Company") has served in the capacity as the Chief Executive Officer...Consultant Agreement • March 30th, 2004 • Image Sensing Systems Inc • Measuring & controlling devices, nec
FIFTH MODIFICATION AGREEMENTFifth Modification Agreement • December 27th, 2012 • Image Sensing Systems Inc • Measuring & controlling devices, nec
THIS AGREEMENT is made as of the 24th day of December, 2012, by and between ASSOCIATED BANK, NATIONAL ASSOCIATION, a national banking association (“Bank”), and IMAGE SENSING SYSTEMS, INC., a Minnesota corporation (“Borrower”).
EXHIBIT 10.17 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. IT MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT...Image Sensing Systems Inc • April 1st, 2002 • Measuring & controlling devices, nec
Employment Agreement Between Image Sensing Systems, Inc. and James MurdakesEmployment Agreement • April 11th, 2006 • Image Sensing Systems Inc • Measuring & controlling devices, nec
Cause: “Cause” means any failure to perform assigned job responsibilities that continues unremedied for a period of thirty (30) days after written notice to Murdakes by the Company; conviction of a felony or misdemeanor or failure to contest prosecution for a felony or misdemeanor; the Company’s reasonable belief that Murdakes engaged in a violation of any statute, rule or regulation, any of which in the judgment of the Company is harmful to the Company’s business or to the Company’s reputation; or the Company’s reasonable belief that Murdakes engaged in unethical practices, dishonesty or disloyalty.
ASSIGNMENT OF RENTSAutoscope Technologies Corp • December 16th, 2021 • Measuring & controlling devices, nec • Wisconsin
THIS ASSIGNMENT OF RENTS dated December 10, 2021, is made and executed between Image Sensing Systems, Inc.; a Minnesota Corporation (referred to below as "Grantor") and COULEE BANK, whose address is 1516 Losey Boulevard S, P.O. Box 845, La Crosse, WI 54601 (referred to below as "Lender").
June 19, 1997 Mr. Michael Doyle Econolite Control Products, Inc. Image Sensing Systems 500 Spruce Tree Centre 1600 University Avenue West St. Paul, Minnesota 55104-3825 USA Phone (612) 603-7700 Fax (612) 603-7795Letter Agreement • March 7th, 2008 • Image Sensing Systems Inc • Measuring & controlling devices, nec
The purpose of this Letter Agreement is to modify the Manufacturing, Distributing and Technology License Agreement (License Agreement) between Econolite Control Products, Inc. (Econolite) and Image Sensing Systems, Inc. (ISS) dated June 11, 1991, to facilitate the development, manufacture and sale of the new Integrated Camera Product (the “ICP”) and the associated Controller Interface Unit (the “HUB”).
BENEFIT AGREEMENTBenefit Agreement • June 27th, 2016 • Image Sensing Systems Inc • Measuring & controlling devices, nec
This BENEFIT AGREEMENT (“Agreement”) is made by and between Image Sensing Systems, Inc. (“ISS”) and Richard Ehrich (“Ehrich”) on this date, July 28, 2014 (“Effective Date”).
IMAGE SENSING SYSTEMS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY as Rights Agent SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • March 12th, 2018 • Image Sensing Systems Inc • Measuring & controlling devices, nec • New York
This Second Amendment to Rights Agreement (the “Amendment”) is between Image Sensing Systems, Inc., a Minnesota corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited‑purpose trust company, as rights agent (the “Rights Agent”), and shall be effective as the 12th day of March, 2018.
EXHIBIT 10.18 SETTLEMENT AGREEMENT AND RELEASE The "parties" to this Settlement Agreement and Release ("Settlement Agreement"), which was made and entered into as of February 11, 2002, are Image Sensing Systems, Incorporated ("ISS") and William L....Settlement Agreement and Release • April 1st, 2002 • Image Sensing Systems Inc • Measuring & controlling devices, nec
