0000912057-02-006815 Sample Contracts

dated as of
Agreement and Plan of Merger • February 19th, 2002 • Raytel Medical Corp • Services-misc health & allied services, nec • Delaware
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SHL TELEMEDICINE LTD.
Joint Filing Agreement • February 19th, 2002 • Raytel Medical Corp • Services-misc health & allied services, nec

This will confirm the agreement by and between the undersigned that the Statement on Schedule 13D (the "Statement") filed on or about this date, and all amendments thereto, relating to the offer by SHL TeleMedicine Acquisition Corp., a Delaware corporation ("Purchaser") and an indirect wholly-owned subsidiary of SHL TeleMedicine Ltd., an Israeli corporation ("SHL"), to purchase all the outstanding shares of common stock, par value $0.001 per share, of Raytel Medical Corporation, a Delaware corporation ("Raytel"), including the associated rights to purchase the Series A Preferred Stock of Raytel, are being filed on behalf of the undersigned and the agreement that SHL may make such filings on behalf of Purchaser.

RECITALS
Stockholders Agreement • February 19th, 2002 • Raytel Medical Corp • Services-misc health & allied services, nec • Delaware
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