Exhibit (d)(1) This AGREEMENT AND PLAN OF MERGER, dated as of August 8, 2002 (this "Agreement"), among Bureau Veritas, S.A., a societe anonyme organized under the laws of the French Republic ("Parent"), Voice Acquisition Corp., a Delaware corporation...Merger Agreement • August 22nd, 2002 • U S Laboratories Inc • Services-testing laboratories • Delaware
EXHIBIT 10.12 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT, effective January 1, 1998, is by and between Thomas H. Chapman ("Stockholder") and U.S. Laboratories Inc., a Delaware corporation ("US Labs").Share Exchange Agreement • January 8th, 1999 • U S Laboratories Inc • Services-testing laboratories
RECITALSEmployment Agreement • August 22nd, 2002 • U S Laboratories Inc • Services-testing laboratories • Delaware
AGREEMENT ---------Business Loan Agreement • April 1st, 2002 • U S Laboratories Inc • Services-testing laboratories
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 9th, 2000 • U S Laboratories Inc • Services-testing laboratories • Virginia
byStock Purchase Agreement • January 21st, 2000 • U S Laboratories Inc • Services-testing laboratories • California
EXHIBIT 10.3Lease Agreement • January 29th, 1999 • U S Laboratories Inc • Services-testing laboratories
EXHIBIT 1.2 FORM OF SELECTED DEALER AGREEMENTSelected Dealer Agreement • January 29th, 1999 • U S Laboratories Inc • Services-testing laboratories • Florida
BETWEENStock Purchase Agreement • November 13th, 2001 • U S Laboratories Inc • Services-testing laboratories • Illinois
EXHIBIT 10.25 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT entered into as of the _____ day of ___________ 2001, by and between General Electric Capital Business Asset Funding Corporation, a Delaware corporation, whose address is 10900...Loan and Security Agreement • April 25th, 2001 • U S Laboratories Inc • Services-testing laboratories • Washington
R E C I T A L S ---------------Incentive Stock Option Agreement • January 29th, 1999 • U S Laboratories Inc • Services-testing laboratories • Delaware
RECITALS: ---------Employment Agreement • November 13th, 2000 • U S Laboratories Inc • Services-testing laboratories • California
EXHIBIT 2.1Asset Purchase Agreement • January 29th, 1999 • U S Laboratories Inc • Services-testing laboratories • California
EXHIBIT 10.22 WARRANT AGREEMENT BETWEEN COMPANY AND MILLER CAPITAL CORPORATIONWarrant Agreement • April 25th, 2001 • U S Laboratories Inc • Services-testing laboratories • Delaware
R E C I T A L S ---------------Nonqualified Stock Option Agreement • January 29th, 1999 • U S Laboratories Inc • Services-testing laboratories • Delaware
THIS LEASE is made on the 31st day of October, 2000. ---- ------- ----Commercial Lease • April 2nd, 2001 • U S Laboratories Inc • Services-testing laboratories
RECITALSContingent Payment Agreement • August 22nd, 2002 • U S Laboratories Inc • Services-testing laboratories • Delaware
EXHIBIT 10.2Master Note • January 29th, 1999 • U S Laboratories Inc • Services-testing laboratories
Addendum to Lease - U.S. Laboratories - Joseph M. Wasilewski (Tenant) (Landlord) (1/st/ Floor - 631 Newman Springs Road) (1) Whereas, the lease for the first floor office space expires on February 1, 2002. (2) Whereas, the tenant U.S. Laboratories...Addendum to Lease • April 1st, 2002 • U S Laboratories Inc • Services-testing laboratories
EXHIBIT 4.4 FORM OF WARRANT AGENCY AGREEMENTWarrant Agency Agreement • October 27th, 1998 • U S Laboratories Inc • Delaware
EXHIBIT 4.1 FORM OF WARRANT AGREEMENT BETWEEN U. S. LABORATORIES INC. AND NORTH AMERICAN TRANSFER CO. Dated as of ____________, 1999Warrant Agreement • January 29th, 1999 • U S Laboratories Inc • Services-testing laboratories • California
EXHIBIT 10.21 NORTH COUNTY BANK BUSINESS LOAN AGREEMENT Principal: $1,200,000.00 Loan Date: 10-26-1998 Maturity: 01-01-2004 Loan No: 110882-3133 Call: 520 Collateral: 03-427 Account: 169728 Officer: 179 Initials References in the shaded area are for...Business Loan Agreement • January 29th, 1999 • U S Laboratories Inc • Services-testing laboratories • California
EXHIBIT 10.28 COMMERCIAL LEASE THIS LEASE is made on the 1st day of February, 1999. The Landlord hereby agrees to lease to the Tenant, and the Tenant hereby agrees to hire and take from the Landlord, the Leased Premises described below pursuant to the...Commercial Lease • March 30th, 2000 • U S Laboratories Inc • Services-testing laboratories
EXHIBIT 10.1Business Loan Agreement • January 29th, 1999 • U S Laboratories Inc • Services-testing laboratories • California
R E C I T A L SStock Warrant Agreement • January 29th, 1999 • U S Laboratories Inc • Services-testing laboratories • Delaware
EXHIBIT 4.5Underwriters Warrant Agreement • January 29th, 1999 • U S Laboratories Inc • Services-testing laboratories • Florida
RECITALSTender and Support Agreement • August 22nd, 2002 • U S Laboratories Inc • Services-testing laboratories • Delaware
Business Loan Agreement (Receivables) This Agreement dated as of March 29, 2001, is between Bank of America, N,A, (the "Bank") and U.S. Laboratories Inc. (the "Borrower"). 1. DEFINITIONS In addition to the terms which are defined elsewhere in this...Business Loan Agreement • April 1st, 2002 • U S Laboratories Inc • Services-testing laboratories • California
BUREAU VERITAS S.A. 92077 Paris La Defense Cedex France July 10, 2002Confidentiality Agreement • August 22nd, 2002 • U S Laboratories Inc • Services-testing laboratories • California
EXHIBIT 10.13 FORM OF EMPLOYEE WARRANT AGREEMENTEmployee Warrant Agreement • April 25th, 2001 • U S Laboratories Inc • Services-testing laboratories • Delaware
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • August 12th, 2002 • U S Laboratories Inc • Services-testing laboratories • Delaware
TENDER AND SUPPORT AGREEMENT, dated as of August 8, 2002 (the “Agreement”), by and among Bureau Veritas, S.A., a societe anonyme organized under the laws of the French Republic (“Parent”), Voice Acquisition Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Purchaser”), and Dickerson Wright (the “Stockholder”).
STOCK PURCHASE AGREEMENT DATED AS OF MAY 1, 2002 BY AND BETWEEN U.S. LABORATORIES INC. and BERRY R. GRUBBSStock Purchase Agreement • May 16th, 2002 • U S Laboratories Inc • Services-testing laboratories • Texas
This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of May 1, 2002, and entered into by and between U. S. Laboratories Inc., a Delaware corporation (“Buyer”), and Berry R. Grubbs, an individual residing in the State of Texas (“Shareholder”), who agree as follows.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 22nd, 2002 • U S Laboratories Inc • Services-testing laboratories • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made and entered into as of August 31, 2000, by and between U.S. Laboratories Inc., a Delaware corporation (“Company”), and Joseph M. Wasilewski, an adult resident of New Jersey (“Executive”).
AMENDMENT NO. 2 TO LOAN AGREEMENTLoan Agreement • May 14th, 2002 • U S Laboratories Inc • Services-testing laboratories
This Amendment No. 2 (the “Amendment”) dated as of April 29, 2002, is between Bank of America, N.A. (the “Bank”) and U.S. Laboratories, Inc. (the “Borrower”).
EXHIBIT 4.6Promotional Shares Escrow Agreement • January 29th, 1999 • U S Laboratories Inc • Services-testing laboratories
