EXHIBIT 1.1 Underwriting Agreement October ___, 1999 BancBoston Robertson Stephens Inc. Bear Stearns & Co., Inc. As Representatives of the several Underwriters c/o BancBoston Robertson Stephens Inc. 555 California Street, Suite 2600 San Francisco, CA...Underwriting Agreement • October 14th, 1999 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • New York
Exhibit 99.1 FIRST AMENDMENT TO RIGHTS AGREEMENT FIRST AMENDMENT, dated as of March 10, 2000 ("First Amendment"), to Rights Agreement dated as of October 2, 1998 (the "Rights Agreement"), between ArthroCare Corporation, a Delaware corporation (the...Rights Agreement • March 10th, 2000 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus
LEASE AGREEMENT By And Between Aetna Life Insurance Company, a Connecticut corporation As Landlord And Arthrocare Corporation, a California corporation As Tenant Dated March 25, 1998Lease Agreement • April 3rd, 1998 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus
This Employment Agreement (the "Agreement") is effective as of --------- September 25, 2001 (the "Effective Date"), by and between Michael Baker ("Executive") and ArthroCare Corporation, a Delaware corporation (the --------- "Company"). Certain...Employment Agreement • November 13th, 2001 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • California
CREDIT AGREEMENT Dated as of January 13, 2006 among ARTHROCARE CORPORATION, as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent, and The Other...Credit Agreement • March 24th, 2006 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of January 13, 2006, among ARTHROCARE CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
AND-Share Purchase Agreement • March 31st, 2003 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus
ANDPreferred Shares Rights Agreement • December 11th, 1996 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • Delaware
1 EXHIBIT 1 AMENDED RIGHTS AGREEMENT This Amended Rights Agreement is made as of October 2, 1998, between ArthroCare Corporation, a Delaware corporation, and Norwest Bank Minnesota, N.A. This Amended Rights Agreement supersedes and replaces the prior...Rights Agreement • October 21st, 1998 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • Delaware
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 3rd, 2009 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • Delaware
This Indemnification Agreement (the “Agreement”) is made as of April 2, 2009 by and between ArthroCare Corporation, a Delaware corporation (the “Company”), and Todd Newton (the “Indemnitee”).
BACKGROUNDLicense and Distribution Agreement • July 30th, 1999 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • California
ARTICLE 1 DEFINITIONSLicense Agreement • April 3rd, 1998 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • Massachusetts
EXPLANATORY NOTE TO THIS EXHIBITMerger Agreement • February 3rd, 2014 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 2, 2014, among ArthroCare Corporation, a Delaware corporation (the “Company”), Smith & Nephew, Inc., a Delaware corporation (“Parent”), and Rosebud Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), and, solely for purposes of Section 8.01, Section 11.04(b) and Section 11.13, Smith & Nephew plc, an English public limited company (“Parent Holdco”).
OFFICE LEASE 7000 WEST AT LANTANA BUILDINGS 1 & 2 7000 WEST WILLIAM CANNON DRIVE AUSTIN, TEXAS CARRAMERICA LANTANA, LP, as Landlord, and ARTHROCARE CORPORATION, as Tenant.Office Lease • May 2nd, 2011 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • Texas
This Office Lease (the Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the Summary”), below, is made by and between CARRAMERICA LANTANA, LP, a Delaware limited partnership (“Landlord”), and ARTHROCARE CORPORATION, a Delaware corporation (“Tenant”).
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • February 11th, 2004 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • Nevada
This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of January 28, 2004 (this “Agreement”), is entered into by and among MEDICAL DEVICE ALLIANCE INC., a Nevada corporation (the “Company”), ARTHROCARE CORPORATION, a Delaware corporation (“Parent”), ALPHA MERGER SUB CORPORATION, a Nevada corporation (“Merger Sub”), Wells Fargo Bank, N.A. (the “Rights Agent”) and Frank Bumstead (the “Stockholders’ Agent”).
SETTLEMENT AGREEMENT This is an agreement (hereinafter referred to as "Agreement") dated and effective as of this 28th day of June, 1999 ("Effective Date"), by and between the following parties: a) Ethicon Inc., a corporation organized under the laws...Settlement Agreement • August 16th, 1999 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • Delaware
EXPLANATORY NOTE TO THIS EXHIBITSecurities Purchase Agreement • November 18th, 2009 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is made as of the 14th day of August, 2009, between ARTHROCARE CORPORATION, a Delaware corporation (the “Company”), and OEP AC HOLDINGS, LLC, a Delaware limited liability company (the “Investor”; the Investor together with any assignee or transferee of the Series A Preferred Stock (as defined below) in accordance with the terms hereof, the “Holders”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG ARTHROCARE CORPORATION, ALPHA MERGER SUB CORPORATION and MEDICAL DEVICE ALLIANCE INC. Dated as of October 23, 2003Merger Agreement • February 11th, 2004 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • Nevada
AGREEMENT AND PLAN OF MERGER, dated as of October 23, 2003 (this “Agreement”), by and among ArthroCare Corporation, a corporation organized under, and governed by, the laws of the State of Delaware, whose address is 680 Vaqueros Avenue, Sunnyvale, California (“Parent”), Alpha Merger Sub Corporation, a corporation organized under, and governed by, the laws of the State of Nevada, whose address is 680 Vaqueros Avenue, Sunnyvale, California, and a wholly-owned subsidiary of Parent (“Merger Sub”), and Medical Device Alliance Inc., a corporation organized under, and governed by, the laws of the State of Nevada, whose address is 5851 West Charleston, Las Vegas, Nevada (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 18th, 2009 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [—], 2009, by and among ArthroCare Corporation, a Delaware corporation (the “Company”), and OEP AC Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
CREDIT AGREEMENT dated as of December 19, 2003 among ARTHROCARE CORPORATION, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and as a Lender, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agent, as Collateral Agent and as a...Credit Agreement • May 11th, 2006 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • California
This CREDIT AGREEMENT, dated as of December 19, 2003, is entered into among ARTHROCARE CORPORATION, a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agent and as Collateral Agent.
STOCKHOLDER WAIVER AGREEMENTStockholder Waiver Agreement • October 31st, 2003 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • Nevada
This STOCKHOLDER WAIVER AGREEMENT (“Agreement”) is being executed and delivered as of October 23, 2003 on behalf of (“Stockholder”) to and in favor of, and for the benefit of, MEDICAL DEVICE ALLIANCE INC., a Nevada corporation (the “Company”) and ARTHROCARE CORPORATION, a Delaware corporation (“Parent”).
ARTHROCARE CORPORATION EMPLOYMENT AGREEMENTEmployment Agreement • April 22nd, 2008 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • California
This Employment Agreement (the “Agreement”) is effective as of April 21, 2008 (the “Effective Date”), by and between John Raffle (“Executive”) and ArthroCare Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in the Agreement are defined in Section 7 below.
ARTHROCARE CORPORATION EMPLOYMENT AGREEMENTEmployment Agreement • April 3rd, 2009 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • Texas
This Employment Agreement (the “Agreement”) is effective as of April 2, 2009 (the “Effective Date”), by and between Todd Newton (“Executive”) and ArthroCare Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in the Agreement are defined in Section 7 below.
STOCKHOLDER SUPPORT AGREEMENT BY AND AMONG ARTHROCARE CORPORATION ALPHA MERGER SUB CORPORATION AND VEGAS VENTURES, LLC DATED AS OF OCTOBER 23, 2003Stockholder Support Agreement • October 31st, 2003 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • Nevada
STOCKHOLDER SUPPORT AGREEMENT, dated as of October 23, 2003 (this “Agreement”), by and among ArthroCare Corporation, a Delaware corporation (“Parent”), Alpha Merger Sub Corporation, a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Vegas Ventures, LLC (the “Stockholder”).
1 EXHIBIT 10.22 EXCLUSIVE DISTRIBUTOR AGREEMENT This EXCLUSIVE DISTRIBUTOR AGREEMENT, including the attached Exhibits (the "Agreement"), is made and entered into as of April 15, 1997 (the "Effective Date"), by and between ArthroCare Corporation, a...Exclusive Distributor Agreement • May 12th, 1997 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • California
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 18th, 2004 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • California
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of October 6, 2004 (this “Amendment”), is made by and among ArthroCare Corporation, a Delaware corporation (“Parent”), OC Merger Sub Corporation, a California corporation and a wholly owned subsidiary of Parent (“Merger Sub I”), OC Acquisition Sub LLC, a California limited liability company (“Merger Sub II”), Opus Medical, Inc., a California corporation (the “Company”), and James W. Hart and Steven L. Gex, as the Shareholders’ Agents (each, a “Shareholders’ Agent” and, together, the “Shareholders’ Agents”). Capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Merger Agreement (as defined below).
ARTHROCARE CORPORATION AMENDED AND RESTATED 2003 INCENTIVE STOCK PLAN STOCK OPTION AGREEMENTStock Option Agreement • February 22nd, 2005 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • Delaware
ArthroCare Corporation (the “Company”), pursuant to its Amended and Restated 2003 Incentive Stock Plan (the “Plan”), hereby grants to the Optionee listed below (“Optionee”), an option to purchase the number of shares of the Company’s Common Stock set forth below, subject to the terms and conditions of the Plan and this Stock Option Agreement. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Agreement.
VOTING AGREEMENTVoting Agreement • February 3rd, 2014 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • Delaware
VOTING AGREEMENT, dated as of February 2, 2014 (this “Agreement”), by and among Smith & Nephew, Inc., a Delaware corporation (“Parent”), and each of the Persons listed on Schedule 1 hereto (each a “Stockholder” and collectively, the “Stockholders”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG ARTHROCARE CORPORATION, OC MERGER SUB CORPORATION, OC ACQUISITION SUB LLC, OPUS MEDICAL, INC. AND JAMES W. HART AND STEVEN L. GEX, AS SHAREHOLDERS’ AGENTS DATED AS OF SEPTEMBER 3, 2004Merger Agreement • November 18th, 2004 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • California
THIS AGREEMENT AND PLAN OF MERGER, dated as of September 3, 2004 (this “Agreement”), is made by and among ArthroCare Corporation, a Delaware corporation (“Parent”), OC Merger Sub Corporation, a California corporation and a wholly owned subsidiary of Parent (“Merger Sub I”), OC Acquisition Sub LLC, a California limited liability company (“Merger Sub II” and, together with Merger Sub I, “Merger Subs”), Opus Medical, Inc., a California corporation (the “Company”), and for purposes of Articles 3, 8 and 11, James W. Hart and Steven L. Gex, as the Shareholders’ Agents (each, a “Shareholders’ Agent” and, together, the “Shareholders’ Agents”).
STOCKHOLDER WAIVER AGREEMENTStockholder Waiver Agreement • October 31st, 2003 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • Nevada
This STOCKHOLDER WAIVER AGREEMENT (“Release”) is being executed and delivered as of October 23, 2003 on behalf of the parties identified on EXHIBIT A hereto (all of whom are referred to collectively as the “Releasors,” and each of whom is referred to individually as a “Releasor”) to and in favor of, and for the benefit of, MEDICAL DEVICE ALLIANCE INC., a Nevada corporation (the “Company”), ARTHROCARE CORPORATION, a Delaware corporation (“Parent”), and the other Releasees (as defined in Section 2 below).
STOCKHOLDER SUPPORT AGREEMENT BY AND AMONG ARTHROCARE CORPORATION ARTHROCARE MERGER SUB CORPORATION AND CERTAIN STOCKHOLDERS OF MEDICAL DEVICE ALLIANCE INC. DATED AS OF OCTOBER 23, 2003Stockholder Support Agreement • October 31st, 2003 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • Nevada
STOCKHOLDER SUPPORT AGREEMENT, dated as of October 23, 2003 (this “Agreement”), by and among ArthroCare Corporation, a Delaware corporation (“Parent”), Alpha Merger Sub Corporation, a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the parties listed on Annex A hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
ASSET PURCHASE AGREEMENT dated as of August 16, 2005 among APPLIED THERAPEUTICS, INC., APPLIED THERAPEUTICS, LTD., APPLIED THERAPEUTICS GMBH, and BHK HOLDING (“Sellers”) and ARTHROCARE CORPORATION, ARTHROCARE (DEUTSCHLAND) GMBH, and ARTHROCARE UK,...Asset Purchase Agreement • August 22nd, 2005 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • Delaware
AGREEMENT (this “Agreement”) dated as of August 16, 2005 among ArthroCare Corporation, a Delaware corporation (“ArthroCare”), ArthroCare (Deutschland) GmbH, a corporation organized under the laws of Germany (“ARTC Germany”) and ArthroCare UK, Ltd., a corporation registered in England & Wales (“ARTC UK”) (collectively, “Buyer”), and Applied Therapeutics, Inc., a Florida corporation (“ATI Florida”), Applied Therapeutics, Ltd., a corporation registered in England & Wales (“ATI UK”), Applied Therapeutics GmbH, a corporation organized under the laws of Germany (“ATI Germany”) and BHK Holding, a corporation organized under the laws of the Cayman Islands (“ATI Cayman”) (each, a “Seller” and, collectively, the “Sellers”).
September 15, 2008Credit Agreement • September 16th, 2008 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus
ARTHROCARE CORPORATION AMENDMENT TO SENIOR VP CONTINUITY AGREEMENTSenior Vp Continuity Agreement • August 6th, 2004 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus
THIS AMENDMENT TO SENIOR VP CONTINUITY AGREEMENT (this “Amendment”) is entered into as of the ______ day of June, 2004, by and between ArthroCare Corporation, a Delaware corporation (the “Company”), and ____________ (“Employee”).
Bank of America Letterhead] February 23, 2009 ArthroCare CorporationCredit Agreement • February 26th, 2009 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus
BACKGROUNDDevelopment and Supply Agreement • April 3rd, 1998 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • Massachusetts
