RECITALSAgreement and Plan of Merger • May 14th, 2004 • Friede John A • In vitro & in vivo diagnostic substances • Delaware
ANDRegistration Rights Agreement • May 14th, 2004 • Friede John A • In vitro & in vivo diagnostic substances • Delaware
RECITALSAgreement and Plan of Merger • May 14th, 2004 • Friede John A • In vitro & in vivo diagnostic substances • Delaware
Exhibit 9.1 VOTING TRUST AGREEMENT This VOTING TRUST AGREEMENT (this "Agreement") is made as of May 4, 2004, among John A. Friede ("Company Chairman") and the other stockholders of North American Scientific, Inc., a corporation organized and existing...Voting Trust Agreement • May 14th, 2004 • Friede John A • In vitro & in vivo diagnostic substances • Delaware
ANDMerger Agreement • May 14th, 2004 • Friede John A • In vitro & in vivo diagnostic substances • Delaware
RECITALSStock Purchase Agreement • May 14th, 2004 • Friede John A • In vitro & in vivo diagnostic substances • New York
RECITALSVoting Agreement • May 14th, 2004 • Friede John A • In vitro & in vivo diagnostic substances • Delaware
Exhibit 10.3 INDEMNIFICATION ESCROW AGREEMENT This INDEMNIFICATION ESCROW AGREEMENT, dated as of May 4, 2004 (this "Agreement"), is made and entered into by and among NOMOS Corporation, a Delaware corporation (the "Company"), John A. Friede, on behalf...Indemnification Agreement • May 14th, 2004 • Friede John A • In vitro & in vivo diagnostic substances • Delaware
Exhibit 10.5 Affiliate Letter April 22, 2004 North American Scientific, Inc. 20200 Sunburst Avenue Chatsworth, California 91311 Ladies and Gentlemen: The undersigned has been advised that, as of the date of this letter agreement, the undersigned may...Affiliate Letter • May 14th, 2004 • Friede John A • In vitro & in vivo diagnostic substances
PUT AGREEMENTPut Agreement • May 14th, 2004 • Friede John A • In vitro & in vivo diagnostic substances • Pennsylvania
Exhibit 10.4 Lock-Up Agreement North American Scientific, Inc. 20200 Sunburst Avenue Chatworth, California Re: NOMOS Corporation Ladies and Gentlemen: The undersigned is an owner of record of certain shares of capital stock of NOMOS Corporation, a...Lock-Up Agreement • May 14th, 2004 • Friede John A • In vitro & in vivo diagnostic substances
The undersigned is an owner of record of certain shares of capital stock of NOMOS Corporation, a Delaware corporation (the "Company"), or securities convertible into or exercisable for shares of capital stock of the Company ("Company Capital Stock"). North American Scientific, Inc., a Delaware corporation (the "Acquiror"), and the Company are parties to an Agreement and Plan of Merger, dated as of October 26, 2003 (as amended from time to time, the "Merger Agreement"), pursuant to which the shares of Company Capital Stock held by the undersigned are to be converted into the right to receive, as consideration or a portion of the consideration for such shares of Company Capital Stock, shares of common stock, par value $0.01 per share, of the Acquiror (the "Acquiror Common Stock"), in accordance with the terms of the Merger Agreement. Capitalized terms that are used but not defined in this Agreement are used herein as defined in the Merger Agreement.
