EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT AMONG BELL MICROPRODUCTS INC. THE TEACHERS' RETIREMENT SYSTEM OF ALABAMA AND THE EMPLOYEES' RETIREMENT SYSTEM OF ALABAMA OCTOBER 2, 2006 TABLE OF CONTENTSSecurities Purchase Agreement • October 4th, 2006 • Bell Microproducts Inc • Wholesale-electronic parts & equipment, nec • Alabama
EXHIBIT 2.1 ASSET PURCHASE AGREEMENT AMONG BELL MICROPRODUCTS INC., NEW PROSYS CORP., PROSYS INFORMATION SYSTEMS, INC., MICHELLE CLERY, AND BRUCE KEENAN DATED OCTOBER 2, 2006 TABLE OF CONTENTSAsset Purchase Agreement • October 4th, 2006 • Bell Microproducts Inc • Wholesale-electronic parts & equipment, nec • California
RECITAL:Stock Purchase Agreement • October 4th, 2006 • Bell Microproducts Inc • Wholesale-electronic parts & equipment, nec
WARRANT OF BELL MICROPRODUCTS INC. October 2, 2006 ("Issuance Date")Warrant Agreement • October 4th, 2006 • Bell Microproducts Inc • Wholesale-electronic parts & equipment, nec
EXHIBIT 10.2 THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO THE PRIOR PAYMENT IN FULL OF ALL SENIOR INDEBTEDNESS TO THE EXTENT PROVIDED IN THE SECURITIES PURCHASE AGREEMENT DATED OCTOBER 2, 2006 AMONG BELL MICROPRODUCTS INC., THE TEACHERS'...Securities Purchase Agreement • October 4th, 2006 • Bell Microproducts Inc • Wholesale-electronic parts & equipment, nec • Alabama
THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO THE PRIOR PAYMENT IN FULL OF ALL SENIOR INDEBTEDNESS TO THE EXTENT PROVIDED IN THE SECURITIES PURCHASE AGREEMENT DATED OCTOBER 2, 2006 AMONG BELL MICROPRODUCTS INC., THE TEACHERS' RETIREMENT SYSTEM OF ALABAMA AND THE EMPLOYEES' RETIREMENT SYSTEM OF ALABAMA (THE "SECURITIES PURCHASE AGREEMENT"). THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. IN ADDITION, THE TRANSFER OF THIS NOTE IS SUBJECT TO THE CONDITIONS SPECIFIED IN ARTICLE 10 OF THE SECURITIES PURCHASE AGREEMENT. NO TRANSFER OF THIS NOTE SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. A COPY OF THE SECURITIES PURCHASE AGREEMENT IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOT
EXHIBIT 10.3 THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO THE PRIOR PAYMENT IN FULL OF ALL SENIOR INDEBTEDNESS TO THE EXTENT PROVIDED IN THE SECURITIES PURCHASE AGREEMENT DATED OCTOBER 2, 2006 AMONG BELL MICROPRODUCTS INC., THE TEACHERS'...Note • October 4th, 2006 • Bell Microproducts Inc • Wholesale-electronic parts & equipment, nec • Alabama
THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO THE PRIOR PAYMENT IN FULL OF ALL SENIOR INDEBTEDNESS TO THE EXTENT PROVIDED IN THE SECURITIES PURCHASE AGREEMENT DATED OCTOBER 2, 2006 AMONG BELL MICROPRODUCTS INC., THE TEACHERS' RETIREMENT SYSTEM OF ALABAMA AND THE EMPLOYEES' RETIREMENT SYSTEM OF ALABAMA (THE "SECURITIES PURCHASE AGREEMENT"). THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. IN ADDITION, THE TRANSFER OF THIS NOTE IS SUBJECT TO THE CONDITIONS SPECIFIED IN ARTICLE 10 OF THE SECURITIES PURCHASE AGREEMENT. NO TRANSFER OF THIS NOTE SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. A COPY OF THE SECURITIES PURCHASE AGREEMENT IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOT
