Lock-Up AgreementLock-Up Agreement • November 26th, 2003 • North American Scientific Inc • 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 (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.
LETTERHEAD OF THE COMPANY]Merger Agreement • November 26th, 2003 • North American Scientific Inc • In vitro & in vivo diagnostic substances • California
Affiliate LetterAffiliate Agreement • November 26th, 2003 • North American Scientific Inc • In vitro & in vivo diagnostic substances
The undersigned has been advised that, as of the date of this letter agreement, the undersigned may be deemed to be an "affiliate" of NOMOS Corporation, a Delaware corporation (the "Company"), as the term "affiliate" is defined for purposes of paragraphs (c) and (d) of Rule 145 of the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") promulgated under the Securities Act of 1933, as amended (the "Securities Act"). Pursuant to the terms of the Agreement and Plan of Merger, dated as of October 26, 2003 (the "Merger Agreement"), among the Company, North American Scientific, Inc., a Delaware corporation ("Acquiror") and AM Capital I, Inc., a Delaware corporation and wholly-owned subsidiary of Acquiror ("Merger Sub"), the Company will merge with and into the Merger Sub (the "Merger"). All capitalized terms used but not defined herein shall be used herein as defined in the Merger Agreement.
INDEMNIFICATION ESCROW AGREEMENTIndemnification Escrow Agreement • November 26th, 2003 • North American Scientific Inc • In vitro & in vivo diagnostic substances • Delaware
This INDEMNIFICATION ESCROW AGREEMENT, dated as of , 200 (this "Agreement"), is made and entered into by and among NOMOS Corporation, a Delaware corporation (the "Company"), John A. Friede, on behalf of the Company's stockholders (the "Stockholder Representative"), North American Scientific, Inc., a Delaware corporation ("Acquiror"), and U.S. Bank National Association, a national banking association ("Escrow Agent"), in connection with the Agreement and Plan of Merger, dated as of October , 2003 (the "Merger Agreement"), among the Company, Acquiror and AM Capital I, Inc., a Delaware corporation and wholly-owned subsidiary of Acquiror ("Merger Sub").
VOTING TRUST AGREEMENTVoting Trust Agreement • November 26th, 2003 • North American Scientific Inc • In vitro & in vivo diagnostic substances • Delaware
This VOTING TRUST AGREEMENT (this "Agreement") is made as of , 2003, among John A. Friede ("Company Chairman") and the other stockholders of North American Scientific, Inc., a corporation organized and existing under the laws of Delaware (the "Corporation"), who shall join in and become parties to this Agreement (collectively, the "Depositors") and , and , as Trustees (collectively, the "Trustees").
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 26th, 2003 • North American Scientific Inc • In vitro & in vivo diagnostic substances • Delaware
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment") is made and entered into as of November 25, 2003, by and among NOMOS Corporation, a Delaware corporation (the "Company"), North American Scientific, Inc., a Delaware corporation ("Acquiror"), and AM Capital I, Inc., a Delaware corporation and wholly-owned subsidiary of Acquiror ("Merger Sub").
REGISTRATION RIGHTS AGREEMENT by and between NORTH AMERICAN SCIENTIFIC, INC. AND THE INDIVIDUALS AND ENTITIES LISTED ON THE SIGNATURE PAGES HERETO Dated as of , 200Registration Rights Agreement • November 26th, 2003 • North American Scientific Inc • In vitro & in vivo diagnostic substances • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of , 200 (this "Agreement"), is entered into by and between North American Scientific, Inc., a Delaware corporation (the "Acquiror"), and the individuals and entities listed on the signature page hereto (individually, a "Holder" and collectively, the "Holders").
