THE INDIVIDUALS AND ENTITIES LISTED ON THE SIGNATURE PAGES HERETO 2 TABLE OF CONTENTS THIS TABLE OF CONTENTS IS NOT PART OF THE REGISTRATION RIGHTS AGREEMENT TO WHICH IT IS ATTACHED BUT IS INSERTED FOR CONVENIENCE ONLY.Registration Rights Agreement • September 11th, 1997 • Graham Field Health Products Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
LEASELease Agreement • March 31st, 1997 • Graham Field Health Products Inc • Wholesale-medical, dental & hospital equipment & supplies
1 Exhibit 4(b) CONSULTING AGREEMENT CONSULTING AGREEMENT made this 25th day of June 1997 (the "Agreement"), by and among GRAHAM-FIELD HEALTH PRODUCTS, INC., a Delaware corporation (the "Company"; the Company and its "affiliates" (as hereinafter...Consulting Agreement • June 26th, 1997 • Graham Field Health Products Inc • Wholesale-medical, dental & hospital equipment & supplies
by and betweenVoting Agreement • September 11th, 1997 • Graham Field Health Products Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
1 PLEDGE AGREEMENT PLEDGE AGREEMENT dated September 15, 1998, made by and among GRAHAM-FIELD HEALTH PRODUCTS, INC., a corporation organized under the laws of the State of Delaware ("Holdings"), GRAHAM-FIELD, INC., a corporation organized under the...Pledge Agreement • June 4th, 1999 • Graham Field Health Products Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
by and amongAgreement and Plan of Merger • June 26th, 1997 • Graham Field Health Products Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
by and amongAsset Purchase Agreement • November 13th, 1997 • Graham Field Health Products Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
LEASE AGREEMENT THIS LEASE, made this 10th day of April, 1996, by and between Stone Mountain Industrial Park, Inc., a Georgia Corporation, hereinafter referred to as "Lessor"; and Graham-Field Health Products, Inc., a Delaware Corporation, hereinafter...Lease Agreement • March 31st, 1997 • Graham Field Health Products Inc • Wholesale-medical, dental & hospital equipment & supplies
1 EXHIBIT 2(a) STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 11th, 1998 • Graham Field Health Products Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
by and amongAsset Purchase Agreement • March 12th, 1997 • Graham Field Health Products Inc • Wholesale-medical, dental & hospital equipment & supplies • Ontario
1 ESCROW AGREEMENTEscrow Agreement • June 26th, 1997 • Graham Field Health Products Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
2 - 5 required by law. Neither Shareholder may participate in such underwritten Public Offering unless such Shareholder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all...Registration Rights Agreement • June 26th, 1997 • Graham Field Health Products Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
Lease Term: Beginning on the Commencement Date and ending on the last day of the 61st full calendar month thereafter. Commencement Date: The later to occur of March 15, 1997; or the substantial completion of Tenant Improvements as defined in Addendum 2Lease Agreement • March 31st, 1997 • Graham Field Health Products Inc • Wholesale-medical, dental & hospital equipment & supplies
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement"), made as of February 28, 1997, by and between Everest & Jennings Canadian Limited (the "Company"), a corporation incorporated under the laws of Ontario, having its principal place of business...Employment Agreement • March 12th, 1997 • Graham Field Health Products Inc • Wholesale-medical, dental & hospital equipment & supplies • Ontario
by and amongStockholders Agreement • September 11th, 1997 • Graham Field Health Products Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
6 - 3 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as of the day and year first above written.Stockholder Agreement • May 14th, 1997 • Graham Field Health Products Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
RECITALSSupply Agreement • June 4th, 1999 • Graham Field Health Products Inc • Wholesale-medical, dental & hospital equipment & supplies
AGREEMENTAgreement • November 13th, 1998 • Graham Field Health Products Inc • Wholesale-medical, dental & hospital equipment & supplies • Delaware
BY AND AMONGAgreement and Plan of Merger • September 11th, 1997 • Graham Field Health Products Inc • Wholesale-medical, dental & hospital equipment & supplies • Delaware
September 18, 1997 Graham-Field Health Products, Inc. Graham-Field, Inc. Graham-Field Express, Inc. Graham-Field Temco, Inc. Graham-Field Distribution, Inc. Graham-Field Bandage, Inc. Graham-Field Express (Puerto Rico), Inc. Everest & Jennings, Inc....Graham Field Health Products Inc • December 18th, 1997 • Wholesale-medical, dental & hospital equipment & supplies
1 Exhibit 4.3 GRAHAM-FIELD HEALTH PRODUCTS, INC. 9-3/4% Senior Subordinated Notes due 2007 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 24th, 1997 • Graham Field Health Products Inc • Wholesale-medical, dental & hospital equipment & supplies
INDENTUREGraham Field Health Products Inc • December 24th, 1997 • Wholesale-medical, dental & hospital equipment & supplies • New York
4- 5 (ii) On or after the third anniversary date of the Effective Date, the Company may terminate the Executive's employment hereunder by providing written notice of termination on not less than three (3) months prior written notice to the Executive.Employment Agreement • April 15th, 1998 • Graham Field Health Products Inc • Wholesale-medical, dental & hospital equipment & supplies
Dated as of January 27, 1998 2 STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 11th, 1998 • Graham Field Health Products Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
ARTICLE IAgreement and Plan of Reorganization • September 2nd, 1997 • Graham Field Health Products Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
BETWEENLetter of Agreement • March 31st, 1997 • Graham Field Health Products Inc • Wholesale-medical, dental & hospital equipment & supplies
1 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT, dated as of September 15, 1998 ("Amendment No. 1"), to the Employment Agreement dated as of April 17, 1998 (the "Employment Agreement"), by and between GRAHAM-FIELD...Employment Agreement • November 13th, 1998 • Graham Field Health Products Inc • Wholesale-medical, dental & hospital equipment & supplies
1 AGREEMENT1 Agreement • November 13th, 1998 • Graham Field Health Products Inc • Wholesale-medical, dental & hospital equipment & supplies
RECITALS:Agreement • June 4th, 1999 • Graham Field Health Products Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
1 This AGREEMENT dated as of April 17, 1998 is made and entered into by and between Graham-Field Health Products, Inc., a Delaware corporation (the "Company"), and each of the stockholders of the Company listed on the signature pages hereto (the...Agreement • May 15th, 1998 • Graham Field Health Products Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
CONTRACT PROVISIONS ------------------- PAGE ---- ARTICLE ------- I RECOGNITION.............................................. 1Graham Field Health Products Inc • March 31st, 1997 • Wholesale-medical, dental & hospital equipment & supplies
EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, made as of April 17, 1998, by and between GRAHAM-FIELD HEALTH PRODUCTS, INC., a Delaware corporation having its principal place of business at 400 Rabro Drive East, Hauppauge, New York 11788 (the "Company"),...Employment Agreement • May 15th, 1998 • Graham Field Health Products Inc • Wholesale-medical, dental & hospital equipment & supplies
AMENDMENT NO. 8 TORevolving Credit and Security Agreement • August 13th, 1999 • Graham Field Health Products Inc • Wholesale-medical, dental & hospital equipment & supplies • New York
AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN GRAHAM-FIELD HEALTH PRODUCTS, INC. AND IRWIN SELINGERGraham Field Health Products Inc • March 31st, 1997 • Wholesale-medical, dental & hospital equipment & supplies
1 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT, dated as of September 15, 1998 ("Amendment No. 1"), to the Employment Agreement dated as of March 2, 1998 (the "Employment Agreement"), by and between GRAHAM-FIELD...Employment Agreement • November 13th, 1998 • Graham Field Health Products Inc • Wholesale-medical, dental & hospital equipment & supplies
