RECITALSAsset Purchase Agreement • May 10th, 1999 • Thermo Vision Corp • Laboratory analytical instruments • Massachusetts
FORM OFIndemnification Agreement • November 17th, 1997 • Thermo Vision Corp • Laboratory analytical instruments • Delaware
Execution Version PURCHASE AND SALE AGREEMENT By and Between THERMO VISION CORPORATIONPurchase and Sale Agreement • July 28th, 1999 • Thermo Vision Corp • Laboratory analytical instruments • New York
June 15, 1999Thermo Vision Corp • August 10th, 1999 • Laboratory analytical instruments
SUBLEASEThermo Vision Corp • November 17th, 1997 • Laboratory analytical instruments • Massachusetts
EXECUTED VERSION PURCHASE AGREEMENTPurchase Agreement • November 17th, 1997 • Thermo Vision Corp • Laboratory analytical instruments • New York
LEASE TERMSSublease Agreement • November 17th, 1997 • Thermo Vision Corp • Laboratory analytical instruments • Connecticut
Exhibit 10.4 MASTER REPURCHASE AGREEMENT AGREEMENT dated as of the 14th day of November, 1997 between Thermo Electron Corporation, a Delaware corporation ("Seller"), and Thermo Vision Corporation, a Delaware corporation (the "Buyer"). 1. Applicability...Master Repurchase Agreement • March 13th, 1998 • Thermo Vision Corp • Laboratory analytical instruments • Massachusetts
2 2. Indemnity. The Company shall indemnify, and shall advance Expenses (as hereinafter defined) to, Indemnitee as provided in this Agreement and to the fullest extent permitted by law.Indemnification Agreement • March 13th, 1998 • Thermo Vision Corp • Laboratory analytical instruments • Delaware
Exhibit 10.3 TAX ALLOCATION AGREEMENT THIS AGREEMENT is made as of November 14th, 1997 between Thermo Electron Corporation , a Delaware corporation ("TMO "), and Thermo Vision Corporation, a Delaware corporation ("Vision" - The term "Vision" shall...Tax Allocation Agreement • March 13th, 1998 • Thermo Vision Corp • Laboratory analytical instruments
Exhibit 10.1 CORPORATE SERVICES AGREEMENT THIS is an AGREEMENT dated as of the 14th day of November, 1997 between Thermo Electron Corporation, a Delaware corporation ("Thermo"), and Thermo Vision Corporation ("Subsidiary"), a Delaware corporation....Corporate Services Agreement • March 13th, 1998 • Thermo Vision Corp • Laboratory analytical instruments • Massachusetts
EXECUTED VERSION ASSET PURCHASE AGREEMENT DATED AS OF JANUARY 23, 1996Asset Purchase Agreement • November 17th, 1997 • Thermo Vision Corp • Laboratory analytical instruments • Massachusetts
RECITALSPlan and Agreement of Distribution • March 13th, 1998 • Thermo Vision Corp • Laboratory analytical instruments • Delaware
WITNESSETH:Master Guarantee Reimbursement and Loan Agreement • March 13th, 1998 • Thermo Vision Corp • Laboratory analytical instruments • Massachusetts
MASTER CASH MANAGEMENT, GUARANTEE REIMBURSEMENT AND LOAN AGREEMENT This AGREEMENT is entered into as of the 1st day of June, 1999 by and between Thermo Electron Corporation, a Delaware corporation ("Thermo Electron") and Thermo Vision Corporation, a...Reimbursement and Loan Agreement • August 10th, 1999 • Thermo Vision Corp • Laboratory analytical instruments • Massachusetts
1 EXHIBIT 10.7 TAX MATTERS AGREEMENT THIS TAX MATTERS AGREEMENT (the "Agreement") is made as of [date] by and among Thermo Optek Corporation, a Delaware corporation ("Optek" and, together with its subsidiaries existing immediately following the...Tax Matters Agreement • November 17th, 1997 • Thermo Vision Corp • Laboratory analytical instruments • Massachusetts
1 EXHIBIT 10.12 INDEMNIFICATION AGREEMENT This AGREEMENT is effective as of December 31, 1995 by and between Thermo Instrument Systems Inc., a Delaware corporation ("THI"), and Thermo Vision Corporation, a Delaware corporation ("Vision"). WHEREAS,...Indemnification Agreement • November 17th, 1997 • Thermo Vision Corp • Laboratory analytical instruments • Delaware
WITNESSETH:Master Guarantee Reimbursement and Loan Agreement • November 17th, 1997 • Thermo Vision Corp • Laboratory analytical instruments • Massachusetts
RECITALS --------Plan and Agreement of Distribution • November 17th, 1997 • Thermo Vision Corp • Laboratory analytical instruments • Delaware
Exhibit 10.15 TAX MATTERS AGREEMENT THIS TAX MATTERS AGREEMENT (the "Agreement") is made as of November 24th, 1997 by and among Thermo Optek Corporation, a Delaware corporation ("Optek" and, together with its subsidiaries existing immediately...Tax Matters Agreement • March 13th, 1998 • Thermo Vision Corp • Laboratory analytical instruments • Massachusetts
AGREEMENTSTax Allocation Agreement • November 17th, 1997 • Thermo Vision Corp • Laboratory analytical instruments
AGREEMENTSCorporate Services Agreement • November 17th, 1997 • Thermo Vision Corp • Laboratory analytical instruments • Massachusetts
1 Exhibit 10.21 AGREEMENT of LEASE, made as of this 6th day of October, 1997, between 1608 DEVELOPMENT LIMITED PARTNERSHIP, a Connecticut limited partnership with an office at 150 Long Beach Boulevard, Stratford, Connecticut, hereinafter referred to...Agreement of Lease • November 17th, 1997 • Thermo Vision Corp • Laboratory analytical instruments • Connecticut
1 Exhibit 10.8 CID CONTRACT RESEARCH AND DEVELOPMENT AGREEMENT This Agreement is made as of October 14, 1994 (the "Effective Date") by and between THERMO JARRELL ASH CORPORATION, a Delaware corporation having offices at 8E Forge Parkway, Franklin,...Cid Contract Research and Development Agreement • November 17th, 1997 • Thermo Vision Corp • Laboratory analytical instruments • Massachusetts
1 EXHIBIT 10.4 MASTER REPURCHASE AGREEMENT AGREEMENT dated as of the ___________ day of _____________ 1997 between Thermo Electron Corporation, a Delaware corporation ("Seller"), and Thermo Vision Corporation, a Delaware corporation (the "Buyer"). 1....Master Repurchase Agreement • November 17th, 1997 • Thermo Vision Corp • Laboratory analytical instruments • Massachusetts
EXHIBIT 10.8 CID SUPPLY AGREEMENT THIS CID SUPPLY AGREEMENT, effective as of the 15th day of December, 1997 (the "Effective Date"), is between THERMO VISION CORPORATION, a Delaware corporation having offices at 8E Forge Parkway, Franklin,...Cid Supply Agreement • March 13th, 1998 • Thermo Vision Corp • Laboratory analytical instruments • Massachusetts
1 Exhibit 10.9 CID SUPPLY AGREEMENT THIS CID SUPPLY AGREEMENT, effective as of the ___ day of ________, 1997 (the "Effective Date"), is between THERMO VISION CORPORATION, a Delaware corporation having offices at 8E Forge Parkway, Franklin,...Cid Supply Agreement • November 17th, 1997 • Thermo Vision Corp • Laboratory analytical instruments • Massachusetts
AMENDMENT TO THE PURCHASE AND SALE AGREEMENT This Agreement, dated as of July 15, 1999 (the "Amendment"), is by and between THERMO VISION CORPORATION, a Delaware corporation ("Vision"), and CORNING OCA CORPORATION, a Delaware corporation ("COCA").The Purchase and Sale Agreement • July 28th, 1999 • Thermo Vision Corp • Laboratory analytical instruments
UNDERWRITING AGREEMENTUnderwriting Agreement • November 17th, 1997 • Thermo Vision Corp • Laboratory analytical instruments • New York
December 3, 1999 8 EAST FORGE PARKWAY FRANKLIN, MASSACHUSETTS 02038 Dear Stockholder: I am pleased to invite you to a Special Meeting of the stockholders of Thermo Vision Corporation ("Thermo Vision") at which you will be asked to adopt an Agreement...Thermo Vision Corp • December 3rd, 1999 • Laboratory analytical instruments
