RECITALSRegistration Rights Agreement • October 17th, 2001 • Bei Medical Systems Co Inc /De/ • Electromedical & electrotherapeutic apparatus • Delaware
EXHIBIT 1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 23rd, 2002 • Bei Medical Systems Co Inc /De/ • Electromedical & electrotherapeutic apparatus • Delaware
AMENDMENT TO RIGHTS AGREEMENT THIS AMENDMENT TO THE RIGHTS AGREEMENT (the "Amendment") is entered into as of the 30th day of August, 2001, by and between BEI MEDICAL SYSTEMS COMPANY, INC. (f/k/a BEI Electronics, Inc.), a Delaware corporation (the...Rights Agreement • May 14th, 2002 • Bei Medical Systems Co Inc /De/ • Electromedical & electrotherapeutic apparatus • Delaware
EXHIBIT 2.1 DISTRIBUTION AGREEMENT TABLE OF CONTENTSDistribution Agreement • October 14th, 1997 • Bei Electronics Inc • Industrial instruments for measurement, display, and control • California
AMONGCredit Agreement • June 18th, 2002 • Bei Medical Systems Co Inc /De/ • Electromedical & electrotherapeutic apparatus • New York
RECITALSCredit Agreement • December 13th, 1996 • Bei Electronics Inc • Industrial instruments for measurement, display, and control • California
FIRST AMENDMENT TO LEASE This First Amendment to Lease ("Amendment") date d May 1, 2000, by and between Hollister '97, L.L.C., a New Jersey limited liability company, with its address at 90 Main Street, Suite 301, Hackensack, New Jersey 07601...Lease • December 29th, 2000 • Bei Medical Systems Co Inc /De/ • Industrial instruments for measurement, display, and control
NINTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 23rd, 1997 • Bei Electronics Inc • Industrial instruments for measurement, display, and control • California
CONSULTING AGREEMENT EXTENSION This will further extend the term of that Consulting Agreement entered into as of July 3, 1990 by BEI Electronics, Inc. and George S. Brown from June 30, 1996 to June 30, 1997, except that during this extension period...Consulting Agreement • December 13th, 1996 • Bei Electronics Inc • Industrial instruments for measurement, display, and control
EXHIBIT 99.3 STOCKHOLDERS AGREEMENT Dated as of May 13, 2002Stockholders Agreement • May 23rd, 2002 • Bei Medical Systems Co Inc /De/ • Electromedical & electrotherapeutic apparatus • Delaware
RECITALSNote Agreement • February 8th, 1996 • Bei Electronics Inc • Industrial instruments for measurement, display, and control • Illinois
NONCOMPETITION AGREEMENT dated December 8, 1999, between COOPERSURGICAL ACQUISITION CORP., a Delaware corporation (the "Company"), and BEI MEDICAL SYSTEMS COMPANY, INC., a Delaware corporation (the "Covenantor").Execution Copy • December 29th, 1999 • Bei Medical Systems Co Inc /De/ • Industrial instruments for measurement, display, and control • New York
TBCC Loan and Security Agreement Borrower: BEI Medical Systems Company, Inc., a Delaware Corporation Address: 100 Hollister Road Teterboro, New Jersey 07608 Date: May 6, 1999 THIS LOAN AND SECURITY AGREEMENT is entered into as of the above date,...Security Agreement • May 18th, 1999 • Bei Medical Systems Co Inc /De/ • Industrial instruments for measurement, display, and control • Illinois
R E C I T A L S:Corporate Services Agreement • October 14th, 1997 • Bei Electronics Inc • Industrial instruments for measurement, display, and control • California
BEI MEDICAL SYSTEMS COMPANY, INC. CONSULTING AGREEMENT THIS AGREEMENT is made by BEI MEDICAL SYSTEMS, INC., ("BEI") and RALPH RICHART, M.D., an individual residing at 350 Shore Drive, Oakdale, New York 11769 ("Contractor"), effective March 1, 1998,...Consulting Agreement • January 4th, 1999 • Bei Medical Systems Co Inc /De/ • Industrial instruments for measurement, display, and control
AGREEMENT OF LEASEAgreement of Lease • December 29th, 1999 • Bei Medical Systems Co Inc /De/ • Industrial instruments for measurement, display, and control
EMPLOYMENT AGREEMENT -------------------- This EMPLOYMENT AGREEMENT is made and entered into this 7th day of October, 1999, between BEI MEDICAL SYSTEMS, INC., a Delaware corporation (hereinafter referred to as "BEI") and RICHARD W. TURNER (hereinafter...Employment Agreement • May 14th, 2002 • Bei Medical Systems Co Inc /De/ • Electromedical & electrotherapeutic apparatus • New Jersey
RECITALSAssignment and Consent Agreement • October 14th, 1997 • Bei Electronics Inc • Industrial instruments for measurement, display, and control • California
RECITALSTransition Agreement • December 29th, 1999 • Bei Medical Systems Co Inc /De/ • Industrial instruments for measurement, display, and control • New York
RECITALSTax Allocation and Indemnity Agreement • October 14th, 1997 • Bei Electronics Inc • Industrial instruments for measurement, display, and control • California
EXHIBIT 2.5 TECHNOLOGY TRANSFER AND LICENSE AGREEMENTTechnology Transfer and License Agreement • October 14th, 1997 • Bei Electronics Inc • Industrial instruments for measurement, display, and control • California
Class III --------- Receivables and Inventory valued as provided in this Agreement estimated at $3,174,061 Net fixed assets estimated at $ 97,455 ---------- $3,271,516 ==========Asset Purchase Agreement • December 22nd, 1999 • Bei Medical Systems Co Inc /De/ • Industrial instruments for measurement, display, and control • New York
AMENDMENT NO. 1 TO PRODUCT ROYALTY AGREEMENT This Amendment No. 1 to Product Royalty Agreement (this "Amendment") is entered into as of January 29, 2001 (the "Effective Date") by and between BEI Medical Systems, Inc. a Delaware corporation...Product Royalty Agreement • May 15th, 2001 • Bei Medical Systems Co Inc /De/ • Electromedical & electrotherapeutic apparatus
This Agreement Regarding Certain Representations and Covenants (the "Agreement") is entered into the 26th day of September, 1997, by and between BEI ELECTRONICS, Inc., a Delaware corporation ("ELECTRONICS"), and BEI Technologies, Inc., a Delaware...Agreement Regarding Certain Representations and Covenants • October 14th, 1997 • Bei Electronics Inc • Industrial instruments for measurement, display, and control
FIRST AMENDMENT TO TAX ALLOCATION AND INDEMNITY AGREEMENTTax Allocation and Indemnity Agreement • January 4th, 1999 • Bei Medical Systems Co Inc /De/ • Industrial instruments for measurement, display, and control
RECITALS --------Product Royalty Agreement • May 15th, 2001 • Bei Medical Systems Co Inc /De/ • Electromedical & electrotherapeutic apparatus
Exhibit 99.4 AMENDMENT TO RIGHTS AGREEMENT THIS AMENDMENT (the "Amendment"), dated as of the 13th day of May, 2002, to the Rights Agreement (the "Rights Agreement"), dated June 30, 1997, as amended August 30, 2001, between BEI MEDICAL SYSTEMS COMPANY,...Rights Agreement • May 23rd, 2002 • Bei Medical Systems Co Inc /De/ • Electromedical & electrotherapeutic apparatus
EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made and entered into this 7th day of October, 1999, between BEI MEDICAL SYSTEMS, INC., a Delaware corporation (hereinafter referred to as "BEI") and RICHARD W. TURNER (hereinafter referred to as...Employment Agreement • December 29th, 1999 • Bei Medical Systems Co Inc /De/ • Industrial instruments for measurement, display, and control • New Jersey
GRAPHIC OMITTED] The Merrill Lynch Nonqualified Deferred Compensation Plan Trust Agreement (Areas highlighted in grey will be completed by Merrill Lynch Trust.)Bei Medical Systems Co Inc /De/ • December 29th, 1999 • Industrial instruments for measurement, display, and control • New York
January 24, 1999 Personal and Confidential Mr. Richard W. Turner 9 Nomas Lane Richmond, VA 23233 Dear Dick: This letter agreement will formalize an offer to you to assume the position of President and Chief Executive Officer of BEI Medical Systems...Bei Medical Systems Co Inc /De/ • May 18th, 1999 • Industrial instruments for measurement, display, and control
TBCC Loan and Security Agreement Borrower: BEI Medical Systems Company, Inc., a Delaware Corporation Address: 100 Hollister Road Teterboro, New Jersey 07608 Date: May 6, 1999 THIS LOAN AND SECURITY AGREEMENT is entered into as of the above date,...Security Agreement • December 29th, 1999 • Bei Medical Systems Co Inc /De/ • Industrial instruments for measurement, display, and control • Illinois
ANDRights Agreement • July 11th, 1997 • Bei Electronics Inc • Industrial instruments for measurement, display, and control • Delaware
