Exhibit 99.1 Letter Agreement between Circuit Research Labs, Inc. and Harman Acquisition Corp. dated as of March 27, 2003.Letter Agreement • April 1st, 2003 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment
by and betweenSettlement Agreement • November 19th, 2002 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment
WARRANTCircuit Research Labs Inc • October 12th, 2000 • Radio & tv broadcasting & communications equipment • New York
EXHIBIT 5Joint Filing Agreement • January 6th, 2003 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned, for good and valuable consideration consisting of their mutual commitments stated herein, hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $.10 per share, of Circuit Research Labs, Inc. and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
RECITALSExtension Agreement • November 9th, 2001 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment • New York
RECITALS --------Settlement Agreement and Release • April 20th, 2005 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment • Arizona
TRANCHE B NOTECircuit Research Labs Inc • October 12th, 2000 • Radio & tv broadcasting & communications equipment
EXHIBIT 10.1Credit Agreement • October 26th, 2001 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment • New York
BETWEEN ORBAN, INC. ANDAsset Sale Agreement • October 12th, 2000 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment • New York
RECITALS:Stock Purchase Agreement • March 15th, 2002 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment • Arizona
RECITALSCredit Agreement • May 13th, 2002 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment • New York
Exhibit 10.8 Form of Orban/CRL International Dealer Agreement used prior to May 8, 2002Circuit Research Labs Inc • October 1st, 2002 • Radio & tv broadcasting & communications equipment
1 Exhibit 10.3 U.S. $8,500,000 CREDIT AGREEMENTCredit Agreement • October 12th, 2000 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment • New York
SERVICE CONTRACT by and betweenService Contract • February 4th, 2002 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment
RECITALSNote Extension Agreement • November 9th, 2001 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment • New York
1 Exhibit 10.2 GUARANTEE AND COLLATERAL AGREEMENTAnd Collateral Agreement • October 12th, 2000 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment • New York
Exhibit 10.4.2 SECOND EXTENSION AGREEMENT Reference is made to that certain Credit Agreement by and between CRL Systems, Inc. ("BORROWER") and Harman Acquisition Corp. (f/k/a Orban, Inc.) dated May 31, 2000 (the "CREDIT AGREEMENT"). 1. Lender shall...Second Extension Agreement • November 9th, 2001 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment • New York
AGREEMENTAgreement • October 12th, 2000 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment • New York
Exhibit 10.23Employment Agreement • April 30th, 2004 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment • Arizona
EMPLOYMENT AGREEMENTEmployment Agreement • July 13th, 2007 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment • Arizona
This Agreement is made effective as of May 30, 2005 by and between Circuit Research Labs, Inc., an Arizona Corporation (the “Corporation”), and C. Jayson Brentlinger (the “Employee”).
Exhibit 10.4.3 THIRD EXTENSION AGREEMENT Reference is made to that certain Credit Agreement by and between CRL Systems, Inc. ("Borrower") and Harman Acquisition Corp. (f/k/a Orban, Inc.) dated May 31, 2000 (the "CREDIT AGREEMENT"). 1. Lender shall...Third Extension Agreement • November 9th, 2001 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment • New York
EXHIBIT 10.4.4 FOURTH EXTENSION AGREEMENT Reference is made to that certain Credit Agreement by and between CRL Systems, Inc. ("Borrower") and Harman Acquisition Corp. (f/k/a/ Orban, Inc.) dated May 31, 2000 (the "Credit Agreement"). 1. Lender shall...Fourth Extension Agreement • November 9th, 2001 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment • New York
ASSUMPTION AGREEMENTAssumption Agreement • May 4th, 2005 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment • New York
ASSUMPTION AGREEMENT, dated as of April 29, 2005 (this "Assumption Agreement"), made by ORBAN EUROPE GmbH, a German corporation (the "Additional Grantor"), in favor of HARMAN PRO NORTH AMERICA, INC. (successor-in-interest to Harman Acquisition Corp. (f/k/a Orban, Inc.)), a Delaware corporation (together with its successors and assigns, the "Lender") and a party to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.
Exhibit 10.10 Form of Orban/CRL International Dealer Agreement used from and after May 8, 2002 [CRL Systems logo] [Orban logo]International Dealer Agreement • October 1st, 2002 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment • Arizona
SECOND AMENDMENT TO EXISTING AGREEMENTS AND CLOSING DECLARATIONCircuit Research Labs Inc • April 17th, 2002 • Radio & tv broadcasting & communications equipment
EXTENSION AGREEMENTExtension Agreement • February 26th, 2008 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment
This Extension Agreement (the “Agreement”) is dated as of this 21st day of February 2008, to be effective as of December 31, 2007 (the “Effective Date”), and is by and between [JAYSON] RUSSELL BRENTLINGER (“Russell”) and CRL SYSTEMS, INC., a Nevada corporation (the “Company”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 4th, 2005 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment • New York
This Third Amendment to Credit Agreement (this "Amendment") dated as of April 29, 2005 is entered into by and among Circuit Research Labs, Inc., an Arizona corporation ("Parent"), CRL Systems, Inc., a Nevada corporation ("Borrower") and Harman Pro North America, Inc. (successor-in-interest to Harman Acquisition Corp. (f/k/a Orban, Inc.)), a Delaware corporation ("Lender").
FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • May 4th, 2005 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment • New York
This First Amendment to Guarantee and Collateral Agreement (this "Amendment") dated as of as of April 29, 2005 is entered into by and among Circuit Research Labs, Inc., an Arizona corporation ("Parent"), CRL Systems, Inc., a Nevada corporation (the "Borrower") and Harman Pro North America, Inc. (successor-in-interest to Harman Acquisition Corp. (f/k/a Orban, Inc.)), a Delaware corporation (together with its successors and assigns, "Lender").
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • November 14th, 2007 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment
This Memorandum of Understanding is dated as of this 5th day of November, 2007, and is by and between Circuit Research Labs, Inc., an Arizona corporation ("CRL"), and Jayson Russell Brentlinger ("Russell").
Exhibit 10.9 Form of Orban/CRL Domestic Dealer Agreement used from and after May 8, 2002 [CRL Systems logo] [Orban logo]Domestic Dealer Agreement • October 1st, 2002 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 4th, 2005 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of April 29, 2005 (the "Agreement"), is entered into by and between Circuit Research Labs, Inc., an Arizona corporation (the "Company"), and Harman Pro North America, Inc. (successor-in-interest to Harman Acquisition Corp. (f/k/a Orban, Inc.)), a Delaware corporation ("Harman").
EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2005 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment • California
This Employment Agreement (the “Agreement”) is entered into effective as of May 31, 2005, (the “Effective Date”) by and between CIRCUIT RESEARCH LABS, INC., an Arizona corporation (the “Company”), and ROBERT A. ORBAN (“Orban”).
CONVERSION AGREEMENTConversion Agreement • April 14th, 2008 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment • Arizona
This Conversion Agreement (the “Agreement”) is dated as of this fifth day of February 2008 and is by and between JAYSON RUSSELL BRENTLINGER (“Russell”) and CIRCUIT RESEARCH LABS, INC., an Arizona corporation (“CRL”).
PURCHASE AGREEMENTPurchase Agreement • July 20th, 2007 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment • New York
THIS PURCHASE AGREEMENT (this “Agreement”), dated as of July 13, 2007 (the “Effective Date”), between Harman Pro North America, Inc. (successor-in-interest to Harman Acquisition Corp. (f/k/a Orban, Inc.)), a Delaware corporation (“HPNA”), and Circuit Research Labs, Inc., an Arizona corporation (“CRL”).
Exhibit 10.12 Employment Agreement, dated as of January 1, 2002, by and between Charles Jayson Brentlinger and Circuit Research Labs, Inc.Employment Agreement • April 17th, 2002 • Circuit Research Labs Inc • Radio & tv broadcasting & communications equipment • Arizona
