0000950134-05-002625 Sample Contracts

AGREEMENT OF SUBSTITUTION AND AMENDMENT OF COMMON SHARES RIGHTS AGREEMENT
Common Shares Rights Agreement • February 10th, 2005 • Bei Technologies Inc • Industrial instruments for measurement, display, and control

This Agreement of Substitution and Amendment is entered into as of December 22, 2004, by and between BEI Technologies, Inc., a Delaware corporation (the “Company”) and American Stock Transfer & Trust Company, a New York banking corporation (“AST”).

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