Medicor Ltd Sample Contracts

Medicor Ltd – LEASING CONTRACT IDENTIFICATION OF PARTIES LESSOR (November 2nd, 2006)

The present act determines consequently the GENERAL CONDITIONS in which the LESSOR offers to bring to the LESSEE initially the use as tenant,

Medicor Ltd – PROPERTY LEASING (November 2nd, 2006)

And by virtue of the approval which it was given by the Town council according to deliberation of December 16th, 1998, an extract of certified correspondent minutes of which is enclosed after mention.

Medicor Ltd – PROPERTY LEASING (November 2nd, 2006)

And by virtue of the approval which it was given by the Town council according to deliberation of March 31st, 2000, an extract of certified correspondent minutes of which is enclosed after mention.

Medicor Ltd – ADDENDUM TO PROMISSORY NOTE (September 28th, 2006)

As a provision of this Note, it is the expressed intent of the Holder to provide sufficient funds to MediCor Ltd. to pay for shortfalls in cash caused by the operating activities of MediCor Ltd. This commitment to fund operating shortfalls extends to July 1, 2007, at which time the Holder and MediCor Ltd. shall have the option of renegotiating, terminating, or extending the terms and conditions of this Note.

Medicor Ltd – QuickLinks -- Click here to rapidly navigate through this document (July 24th, 2006)

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR (B) AN APPROPRIATE EXCEPTION UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS WARRANT SHOULD CAREFULLY REVIEW THE TERMS OF THIS WARRANT, INCLUDING SECTION 2(f) HEREOF. THE SECURITIES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE NUMBER SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 2(f) HEREOF.

Medicor Ltd – QuickLinks -- Click here to rapidly navigate through this document (July 24th, 2006)

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR (B) AN APPROPRIATE EXCEPTION UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS WARRANT SHOULD CAREFULLY REVIEW THE TERMS OF THIS WARRANT, INCLUDING SECTION 2(f) HEREOF. THE SECURITIES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE NUMBER SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 2(f) HEREOF.

Medicor Ltd – Loan Agreement September 10, 2004 for ES HOLDINGS S.A.S. Arranged by BNP PARIBAS Concerning firstly, the partial refinancing of Receivables and a Shareholders’ Loan granted by MEDICOR Ltd. to ES HOLDINGS S.A.S. within the scope of the latter’s acquisition of all the shares comprising the capital of LABORATOIRES EUROSILICONE and secondly, to the financing of the Acquisition Subsequent Payments connected to this Acquisition (July 24th, 2006)
Medicor Ltd – AMENDED AND RESTATED NON-EXCLUSIVE DISTRIBUTION AGREEMENT (July 24th, 2006)

This AMENDED AND RESTATED NON-EXCLUSIVE DISTRIBUTION AGREEMENT (the “Agreement”) is made as of the 30th day of March 2004, by and between Poly Implants Protheses, S.A., a French corporation (“Supplier”) and III Acquisition Corp., a Delaware corporation and/or its wholly owned subsidiaries (“Distributor”).

Medicor Ltd – BIOSIL LIMITED AND NAGOR LIMITED COMBINED FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT AUDITORS JANUARY 31, 2006 AND 2005 (July 12th, 2006)

In our opinion, the accompanying combined balance sheets and the related combined profit and loss accounts, and combined cash flow statements present fairly, in all material respects, the combined financial position of Nagor Limited and Biosil Limited at 31 January 2006 and 2005, and the results of their operations and their cash flows for each of the two years in the period ended 31 January 2006 in conformity with accounting principles generally accepted in the United Kingdom. These financial statements have been prepared under the accounting policies set out therein. These financial statements are the responsibility of the companies’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combine

Medicor Ltd – UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS INTRODUCTORY NOTE (July 12th, 2006)

The following unaudited pro forma condensed consolidated financial statements give effect to the acquisition by MediCor Ltd., a Delaware corporation (the “Company”) of Biosil Ltd. and Nagor Ltd. (the “acquired companies”), both Isle of Man (United Kingdom) companies, using the purchase method of accounting. The assumptions and adjustments to reflect the allocation of purchase price as well as the adjustments to consolidate the purchased companies and restate their accounting to US GAAP are described in the notes accompanying the unaudited pro forma condensed consolidated financial statements. The purchase price allocations are based on management’s estimates of the value of the tangible and intangible assets acquired. The unaudited pro forma condensed consolidated balance sheet as of March 31, 2006 is based on the unaudited accounts of the Company and the acquired companies as of that date and has been prepared to reflect the acquisition as if the acquisition had been consummated on th

Medicor Ltd – MR JOHN GORDON EVANS MS JESSIE ANNE EVANS MR JOHN A. ALSOP MR JOSEPH S. GALLAGHER AND MEDICOR LTD. (June 29th, 2006)
Medicor Ltd – MEDICOR LTD. NON-EMPLOYEE DIRECTORS’ DEFERRAL PLAN (May 15th, 2006)

MediCor Ltd., a corporation organized under the laws of the State of Delaware, maintains the MediCor Ltd. Amended and Restated 1999 Stock Compensation Program (the “Program”). Among the forms of compensation contemplated by the Program are awards to Non-Employee Directors. The Company wishes to align further the interests of Non-Employee Directors and stockholders and generally increase the effectiveness of its compensation structure for Non-Employee Directors, by implementing the Non-Employee Directors’ Deferral Plan (the “Plan”). In furtherance thereof, and in connection with the authority to make grants under the Program, the Plan is adopted to implement certain such grants, and to govern the manner in which the Shares underlying such grants shall be delivered, as set forth herein. In addition, the Plan provides for other deferrals of certain directors’ fees in accordance with the terms hereof.

Medicor Ltd – QuickLinks -- Click here to rapidly navigate through this document (May 8th, 2006)

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS OR (B) AN APPROPRIATE EXCEPTION UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS WARRANT SHOULD CAREFULLY REVIEW THE TERMS OF THIS WARRANT, INCLUDING SECTION 2(f) HEREOF. THE SECURITIES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE NUMBER SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 2(f) HEREOF.

Medicor Ltd – PUT AND CALL OPTION AGREEMENT (May 4th, 2006)
Medicor Ltd – PUT AND CALL OPTION AGREEMENT (May 4th, 2006)
Medicor Ltd – MEDICOR LTD. REGISTRATION RIGHTS AGREEMENT (May 4th, 2006)

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of 2006, by and among MediCor Ltd., a Delaware corporation (MediCor Ltd. and any successor by way of corporate reorganization or otherwise is referred to as (the “Company”)), the holders of equity securities of the Company listed on Exhibit A hereto (each, a “Holder” and together, the “Holders”).

Medicor Ltd – PUT AND CALL OPTION AGREEMENT (May 4th, 2006)
Medicor Ltd – PUT AND CALL OPTION AGREEMENT (May 4th, 2006)
Medicor Ltd – GUARANTEE AND COLLATERAL AGREEMENT made by MEDICOR LTD. and THE OTHER PLEDGORS FROM TIME TO TIME PARTY HERETO in favor of SILVER OAK CAPITAL, L.L.C. as Collateral Agent Dated as of April 26, 2006 (May 1st, 2006)

GUARANTEE AND COLLATERAL AGREEMENT, dated as of April 26, 2006 (as amended, supplemented or otherwise modified from time to time, this “Agreement”) by and among MEDICOR LTD., a Delaware corporation (the “Company”), and each of the Guarantors (as defined below) in favor of SILVER OAK CAPITAL, L.L.C., a Delaware limited liability company, in its capacity as collateral agent pursuant to the Securities Purchase Agreement (as defined below) (in such capacity, together with its successors and assigns, the “Collateral Agent”), for the benefit of the Collateral Agent and the other Secured Parties (as defined below).

Medicor Ltd – SUBORDINATION AGREEMENT (May 1st, 2006)

SUBORDINATION AGREEMENT, dated as of April 26, 2006 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and among the Subordinated Lenders (as hereinafter defined), MEDICOR LTD., a Delaware corporation (the “Company”), and SILVER OAK CAPITAL, L.L.C., a Delaware limited liability company, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the holders from time to time of the Senior Notes (as hereinafter defined) issued pursuant to the Securities Purchase Agreement (as hereinafter defined).

Medicor Ltd – AMENDED AND RESTATED SUBORDINATED PROMISSORY NOTE (May 1st, 2006)

THIS AMENDED AND RESTATED SUBORDINATED PROMISSORY NOTE (THIS “NOTE”) IS AN AMENDMENT AND RESTATEMENT TO THAT CERTAIN PROMISSORY NOTE DATED APRIL 26, 2006 IN THE ORIGINAL PRINCIPAL AMOUNT OF THIRTY ONE MILLION THIRTY NINE THOUSAND ONE HUNDRED EIGHTY SIX AND ELEVEN CENTS ($31,039,186.11) (INCLUDING SEVEN MILLION EIGHT HUNDRED FIFTY TWO THOUSAND NINE HUNDRED TWENTY EIGHT DOLLARS AND SEVENTY THREE CENTS ($7,852,928.73) OF ACCRUED AND UNPAID INTEREST THEREON) (THE “ORIGINAL NOTE”) MADE BY MEDICOR LTD., A DELAWARE CORPORATION (“MEDICOR”), AS SUCCESSOR TO INTERNATIONAL INTEGRATED INCORPORATED, A BRITISH VIRGIN ISLANDS CORPORATION (“IIIBV”), IN FAVOR OF INTERNATIONAL INTEGRATED INDUSTRIES, LLC, A NEVADA LIMITED LIABILITY COMPANY (THE “HOLDER”). THIS PROMISSORY NOTE IS MADE IN PLACE OF THE ORIGINAL NOTE.

Medicor Ltd – FORM OF NOTE (May 1st, 2006)
Medicor Ltd – GUARANTEE AND COLLATERAL AGREEMENT made by MEDICOR LTD. and THE OTHER PLEDGORS FROM TIME TO TIME PARTY HERETO in favor of SILVER OAK CAPITAL, L.L.C. as Collateral Agent Dated as of April 26, 2006 (May 1st, 2006)

GUARANTEE AND COLLATERAL AGREEMENT, dated as of April 26, 2006 (as amended, supplemented or otherwise modified from time to time, this “Agreement”) by and among MEDICOR LTD., a Delaware corporation (the “Company”), and each of the Guarantors (as defined below) in favor of SILVER OAK CAPITAL, L.L.C., a Delaware limited liability company, in its capacity as collateral agent pursuant to the Securities Purchase Agreement (as defined below) (in such capacity, together with its successors and assigns, the “Collateral Agent”), for the benefit of the Collateral Agent and the other Secured Parties (as defined below).

Medicor Ltd – SECURITIES PURCHASE AGREEMENT (May 1st, 2006)

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 26, 2006, by and among MediCor Ltd., a Delaware corporation, with headquarters located at 4560 S. Decatur Blvd., Suite 300, Las Vegas, Nevada 89103 (the “Company”), Silver Oak Capital, L.L.C., in its capacity as collateral agent, and the investors listed on the Schedule of Purchasers attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”).

Medicor Ltd – AMENDED AND RESTATED SUBORDINATED CONVERTIBLE NOTE (May 1st, 2006)

THIS AMENDED AND RESTATED SUBORDINATED CONVERTIBLE NOTE (THIS “NOTE”) IS AN AMENDMENT AND RESTATEMENT TO THAT CERTAIN PROMISSORY NOTE DATED APRIL 26, 2006 IN THE ORIGINAL PRINCIPAL AMOUNT OF THIRTY SEVEN MILLION FIFTY THOUSAND DOLLARS ($37,500,000.00) (THE “ORIGINAL NOTE”) MADE BY MEDICOR LTD., A DELAWARE CORPORATION (THE “COMPANY”), AS SUCCESSOR TO INTERNATIONAL INTEGRATED INCORPORATED, A BRITISH VIRGIN ISLANDS CORPORATION, IN FAVOR OF INTERNATIONAL INTEGRATED INDUSTRIES, LLC, A NEVADA LIMITED LIABILITY COMPANY (“IIINV”), AND SUBSEQUENTLY ASSIGNED AND TRANSFERRED BY IIINV PURSUANT TO THAT CERTAIN ALLONGE TO PROMISSORY NOTE DATED APRIL 26, 2006 TO SIRIUS CAPITAL LLC, A DELAWARE LIMITED LIABILITY COMPANY (“SIRIUS”). IN CONSIDERATION OF THE AMENDMENT AND RESTATEMENT OF THE ORIGINAL NOTE, THE COMPANY IS ISSUING AS OF THE DATE HEREOF TO SIRIUS A WARRANT TO PURCHASE 2,343,750 SHARES OF THE COMPANY’S COMMON STOCK, PAR VALUE $0.001 PER SHARE. THIS NOTE IS MADE IN PLACE OF THE ORIGINAL NOTE.

Medicor Ltd – REGISTRATION RIGHTS AGREEMENT (May 1st, 2006)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 26, 2006, by and among MediCor Ltd., a Delaware corporation, with headquarters located at 4560 S. Decatur Blvd., Suite 300, Las Vegas, Nevada 89103 (the “Company”), and the undersigned Purchasers (each, a “Purchaser” and collectively, the “Purchasers”).

Medicor Ltd – FORM OF WARRANT (May 1st, 2006)

MediCor Ltd., a Delaware corporation (the “Company”), hereby certifies that, for Ten United States Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, , the registered holder hereof or its permitted assigns, is entitled, subject to the terms set forth below, to purchase from the Company upon surrender of this Warrant (if required by Section 2(f)), at any time or times on or after the date hereof, but not after 11:59 P.M. New York Time on the Expiration Date (as defined below) ( ) fully paid nonassessable shares of Common Stock (as defined below) of the Company (the “Warrant Shares”) at the purchase price per share provided in Section 1(b) below; provided, however, that in no event shall the holder be entitled or required to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares that, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stoc

Medicor Ltd – AMENDED AND RESTATED SUBORDINATED CONVERTIBLE NOTE (May 1st, 2006)

THIS AMENDED AND RESTATED SUBORDINATED CONVERTIBLE NOTE (THIS “NOTE”) IS AN AMENDMENT AND RESTATEMENT TO THAT CERTAIN PROMISSORY NOTE DATED APRIL 26, 2006 IN THE ORIGINAL PRINCIPAL AMOUNT OF THIRTY SEVEN MILLION FIFTY THOUSAND DOLLARS ($37,500,000.00) (THE “ORIGINAL NOTE”) MADE BY MEDICOR LTD., A DELAWARE CORPORATION (THE “COMPANY”), AS SUCCESSOR TO INTERNATIONAL INTEGRATED INCORPORATED, A BRITISH VIRGIN ISLANDS CORPORATION, IN FAVOR OF INTERNATIONAL INTEGRATED INDUSTRIES, LLC, A NEVADA LIMITED LIABILITY COMPANY (“IIINV”), AND SUBSEQUENTLY ASSIGNED AND TRANSFERRED BY IIINV PURSUANT TO THAT CERTAIN ALLONGE TO PROMISSORY NOTE DATED APRIL 26, 2006 TO SIRIUS CAPITAL LLC, A DELAWARE LIMITED LIABILITY COMPANY (“SIRIUS”). IN CONSIDERATION OF THE AMENDMENT AND RESTATEMENT OF THE ORIGINAL NOTE, THE COMPANY IS ISSUING AS OF THE DATE HEREOF TO SIRIUS A WARRANT TO PURCHASE 2,343,750 SHARES OF THE COMPANY’S COMMON STOCK, PAR VALUE $0.001 PER SHARE. THIS NOTE IS MADE IN PLACE OF THE ORIGINAL NOTE.

Medicor Ltd – REGISTRATION RIGHTS AGREEMENT (May 1st, 2006)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 26, 2006, by and among MediCor Ltd., a Delaware corporation, with headquarters located at 4560 S. Decatur Blvd., Suite 300, Las Vegas, Nevada 89103 (the “Company”), and the undersigned Purchasers (each, a “Purchaser” and collectively, the “Purchasers”).

Medicor Ltd – FORM OF WARRANT (May 1st, 2006)

MediCor Ltd., a Delaware corporation (the “Company”), hereby certifies that, for Ten United States Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, , the registered holder hereof or its permitted assigns, is entitled, subject to the terms set forth below, to purchase from the Company upon surrender of this Warrant (if required by Section 2(f)), at any time or times on or after the date hereof, but not after 11:59 P.M. New York Time on the Expiration Date (as defined below) ( ) fully paid nonassessable shares of Common Stock (as defined below) of the Company (the “Warrant Shares”) at the purchase price per share provided in Section 1(b) below; provided, however, that in no event shall the holder be entitled or required to exercise this Warrant for a number of Warrant Shares in excess of that number of Warrant Shares that, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stoc

Medicor Ltd – AMENDED AND RESTATED SUBORDINATED PROMISSORY NOTE (May 1st, 2006)

THIS AMENDED AND RESTATED SUBORDINATED PROMISSORY NOTE (THIS “NOTE”) IS AN AMENDMENT AND RESTATEMENT TO THAT CERTAIN PROMISSORY NOTE DATED APRIL 26, 2006 IN THE ORIGINAL PRINCIPAL AMOUNT OF THIRTY ONE MILLION THIRTY NINE THOUSAND ONE HUNDRED EIGHTY SIX AND ELEVEN CENTS ($31,039,186.11) (INCLUDING SEVEN MILLION EIGHT HUNDRED FIFTY TWO THOUSAND NINE HUNDRED TWENTY EIGHT DOLLARS AND SEVENTY THREE CENTS ($7,852,928.73) OF ACCRUED AND UNPAID INTEREST THEREON) (THE “ORIGINAL NOTE”) MADE BY MEDICOR LTD., A DELAWARE CORPORATION (“MEDICOR”), AS SUCCESSOR TO INTERNATIONAL INTEGRATED INCORPORATED, A BRITISH VIRGIN ISLANDS CORPORATION (“IIIBV”), IN FAVOR OF INTERNATIONAL INTEGRATED INDUSTRIES, LLC, A NEVADA LIMITED LIABILITY COMPANY (THE “HOLDER”). THIS PROMISSORY NOTE IS MADE IN PLACE OF THE ORIGINAL NOTE.

Medicor Ltd – SECURITIES PURCHASE AGREEMENT (May 1st, 2006)

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 26, 2006, by and among MediCor Ltd., a Delaware corporation, with headquarters located at 4560 S. Decatur Blvd., Suite 300, Las Vegas, Nevada 89103 (the “Company”), Silver Oak Capital, L.L.C., in its capacity as collateral agent, and the investors listed on the Schedule of Purchasers attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”).

Medicor Ltd – SUBORDINATION AGREEMENT (May 1st, 2006)

SUBORDINATION AGREEMENT, dated as of April 26, 2006 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and among the Subordinated Lenders (as hereinafter defined), MEDICOR LTD., a Delaware corporation (the “Company”), and SILVER OAK CAPITAL, L.L.C., a Delaware limited liability company, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the holders from time to time of the Senior Notes (as hereinafter defined) issued pursuant to the Securities Purchase Agreement (as hereinafter defined).

Medicor Ltd – FORM OF NOTE (May 1st, 2006)
Medicor Ltd – EMPLOYMENT AGREEMENT (November 14th, 2005)

This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of April 1, 2005, by and between MEDICOR LTD. (“MediCor” or the “Company”) and MARC S. SPERBERG (“Executive”).