1 EXHIBIT 1 [FORM OF UNDERWRITING AGREEMENT] 2,000,000 SHARES NOVOSTE CORPORATION COMMON STOCK, $.01 PAR VALUE UNDERWRITING AGREEMENTUnderwriting Agreement • February 22nd, 1999 • Novoste Corp /Fl/ • Electromedical & electrotherapeutic apparatus • New York
COMMON STOCKPurchase Agreement • October 23rd, 1997 • Novoste Corp /Fl/ • Wholesale-medical, dental & hospital equipment & supplies • Minnesota
COVER PAGELease Agreement • November 9th, 1998 • Novoste Corp /Fl/ • Wholesale-medical, dental & hospital equipment & supplies
EXHIBIT 10.30 ----------------------------------------------------------------- --------------- LOAN AND SECURITY AGREEMENT NOVOSTE CORPORATION --------------- -----------------------------------------------------------------Loan and Security Agreement • November 14th, 2001 • Novoste Corp /Fl/ • Electromedical & electrotherapeutic apparatus
andRights Agreement • November 5th, 1996 • Novoste Corp /Fl/ • Wholesale-medical, dental & hospital equipment & supplies • Florida
NOVOSTE CORPORATION RESTRICTED STOCK AWARD AGREEMENT To: William A. Hawkins III We are pleased to notify you that, by the determination of the Stock Option and Compensation Committee of Novoste Corporation (the "Company"), 25,000 shares of common...Restricted Stock Award Agreement • August 11th, 1999 • Novoste Corp /Fl/ • Electromedical & electrotherapeutic apparatus • Florida
ARTICLE II INVESTOR'S REPRESENTATIONS AND WARRANTIESSecurities Purchase Agreement • April 7th, 2000 • Novoste Corp /Fl/ • Electromedical & electrotherapeutic apparatus • New York
Novoste Corporation Exhibit 10.25 THIS AGREEMENT made in duplicate this 14th day of October, 1999, BETWEEN: AEA TECHNOLOGY-QSA, GMBH having a place of business at Gieselweg 1 D-38110, Braunschweig GERMANY ("QSA") AND: NOVOSTE CORPORATION having a...Manufacturing Agreement • November 5th, 1999 • Novoste Corp /Fl/ • Electromedical & electrotherapeutic apparatus
RECITALS:Registration Rights Agreement • April 18th, 2000 • Novoste Corp /Fl/ • Electromedical & electrotherapeutic apparatus • New York
EXHIBIT 10.26 -------------------------------------------------------------------- CONSULTING AGREEMENT --------------------------------------------------------------------Consulting Agreement • February 18th, 2000 • Novoste Corp /Fl/ • Electromedical & electrotherapeutic apparatus • Georgia
EXHIBIT 10.17 NOVOSTE CORPORATION NON-INCENTIVE STOCK OPTION AGREEMENT To: William A. Hawkins III We are pleased to notify you that, by the determination of the Stock Option and Compensation Committee (the "Committee") of Novoste Corporation (the...Non-Incentive Stock Option Agreement • August 11th, 1998 • Novoste Corp /Fl/ • Wholesale-medical, dental & hospital equipment & supplies
EXHIBIT 10.31 NEGATIVE PLEDGE AGREEMENT This Negative Pledge Agreement is made as of August 1, 2001 by and between NOVOSTE CORPORATION ("Borrower") and Silicon Valley Bank ("Bank"). In connection with, among other documents, the Loan and Security...Negative Pledge Agreement • November 14th, 2001 • Novoste Corp /Fl/ • Electromedical & electrotherapeutic apparatus
Exhibit 10.20A Manufacturing Supply AgreementManufacturing Supply Agreement • February 18th, 2000 • Novoste Corp /Fl/ • Electromedical & electrotherapeutic apparatus • Washington
AGREEMENT AND RELEASE This AGREEMENT AND RELEASE (this "Agreement") is made this ____ day of November, 1996 between JONATHAN J. ROSEN, PH.D., an individual residing at 1407 Tree Ridge Parkway, Alpharetta, Georgia 30202 ("Employee"), and NOVOSTE...Employment Agreement • March 10th, 1997 • Novoste Corp /Fl/ • Wholesale-medical, dental & hospital equipment & supplies • Georgia
EXHIBIT 10.15 EMPLOYMENT AGREEMENT Agreement, dated as of April 17, 1998, by and between Novoste Corporation, a Florida corporation with offices at 4350-C International Boulevard, Norcross, GA 30093 (the "Company"), and Dr. Raoul Bonan, an individual...Employment Agreement • August 11th, 1998 • Novoste Corp /Fl/ • Wholesale-medical, dental & hospital equipment & supplies • Georgia
EXHIBIT 10.32 NOVOSTE CORPORATION TERMINATION AGREEMENT This Agreement is made as of the ____ day of ______________, 2001 between Novoste Corporation, a Florida corporation, with its principal offices at 3890 Steve Reynolds Boulevard, Norcross,...Termination Agreement • November 14th, 2001 • Novoste Corp /Fl/ • Electromedical & electrotherapeutic apparatus
NOVOSTE CORPORATION AMENDED AND RESTATED TERMINATION AGREEMENTTermination Agreement • May 20th, 2003 • Novoste Corp /Fl/ • Electromedical & electrotherapeutic apparatus
This Amended and Restated Termination Agreement (the “Agreement”) is made as of the day of , 2003 between Novoste Corporation, a Florida corporation, with its principal offices at 3890 Steve Reynolds Boulevard, Norcross, Georgia 30093 (the “Company”) and Alfred J. Novak (the “Executive”), residing at .
AMENDMENT, WAIVER AND RELEASE AGREEMENTAmendment, Waiver and Release Agreement • May 24th, 2005 • Novoste Corp /Fl/ • Electromedical & electrotherapeutic apparatus • Georgia
THIS AGREEMENT, made this «Execution_DAY» day of «Execution_MONTH», 2005, by and between Novoste Corporation, a Florida corporation, with its principal offices at 4350 International Boulevard, Norcross, Georgia 30093 (the “Company”) and «FirstName» «LastName» (the “Executive”) residing at «Address1»«Address2», «City», «State» «PostalCode».
NOVOSTE CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • March 31st, 2003 • Novoste Corp /Fl/ • Electromedical & electrotherapeutic apparatus • Florida
THIS AGREEMENT (the “Agreement”), is dated as of October 16, 2002, by and between NOVOSTE CORPORATION, a Florida corporation (the “Company”), and Alfred J. Novak (the “Optionee”), pursuant to the Company’s 2002 Chief Executive Officer Stock Option Plan (the “Plan”).
FOURTH LOAN MODIFICATION AGREEMENTLoan Modification Agreement • May 9th, 2003 • Novoste Corp /Fl/ • Electromedical & electrotherapeutic apparatus
This Fourth Loan Modification Agreement is entered into as of February 28, 2002, by and between Novoste Corporation (“Borrower”) and Silicon Valley Bank (“Bank”).
AMENDMENT NO. 2 TO AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • January 30th, 2006 • Novoste Corp /Fl/ • Electromedical & electrotherapeutic apparatus • Florida
THIS AMENDMENT NO. 2 (this “Amendment”) to Amended and Restated Rights Agreement dated as of July 29, 1999 between NOVOSTE CORPORATION, a Florida corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a banking corporation organized under the laws of New York, as rights agent (the “Rights Agent”), as amended pursuant to Amendment No. 1 to Amended and Restated Rights Agreement, dated as of May 18, 2005 (as amended, the “Rights Agreement”), is entered into this 30th day of January, 2006.
NOVOSTE CORPORATION EMPLOYEE RABBI TRUST AGREEMENTEmployee Rabbi Trust Agreement • July 21st, 2005 • Novoste Corp /Fl/ • Electromedical & electrotherapeutic apparatus • Florida
Novoste Corporation (the “Company”), and AST Trust Company, a division of American Stock Transfer & Trust Company, a New York state banking corporation, (the “Trustee”) have as of May 20, 2005 (the “Effective Date”), entered into this grantor trust agreement (“Trust Agreement”), to fund and administer salary related payments and payments pursuant to the Company’s severance pay programs included in the list set forth in Exhibit A attached hereto (the “Plan” or “Plans”), as herein set forth.
THIRD AMENDMENT TO LETTER AGREEMENTLetter Agreement • March 15th, 2006 • Novt Corp • Electromedical & electrotherapeutic apparatus
THIS THIRD AMENDMENT TO LETTER AGREEMENT (the “Amendment”) is entered into effective the 1st day of March, 2006, by Novoste Corporation, a Florida corporation (hereinafter referred to as the “Company”) and Daniel G. Hall (hereinafter referred to as the “Executive”). The Company and Executive are hereinafter referred to collectively, as the “Parties.”
AMENDMENT NO. 2 TO MARKETING REPRESENTATION AGREEMENTMarketing Representation Agreement • December 5th, 2005 • Novoste Corp /Fl/ • Electromedical & electrotherapeutic apparatus • Georgia
This Amendment No. 2 to Marketing Representation Agreement (the “Amendment No. 2”) is made this 30th day of November, 2005, by and among (i) Novoste Corporation, a Florida corporation with its principal place of business at 4350 International Boulevard, Norcross, Georgia 30093 (“Novoste”), (ii) Best Vascular, Inc., a Delaware corporation with its principal place of business at 7643 Fullerton Road, Springfield, Virginia 22153 (“Representative”), and (iii) Best Medical International, Inc., a Virginia corporation which is an affiliate of Representative, with its principal place of business at 7643 Fullerton Road, Springfield, Virginia 22153 (“BMI”);
AMENDMENT NO. 2 TO AMENDED AND RESTATED ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 30th, 2006 • Novoste Corp /Fl/ • Electromedical & electrotherapeutic apparatus • Virginia
This Amendment No. 2 to Amended and Restated Asset Purchase Agreement (the “Amendment No. 2”) is made this 27th day of January, 2006, by and among (i) Novoste Corporation, a Florida corporation with its principal place of business at 4350 International Boulevard, Norcross, Georgia 30093 (“Novoste”), (ii) Best Vascular, Inc., a Delaware corporation with its principal place of business at 7643 Fullerton Road, Springfield, Virginia 22153 (“Purchaser”), and (iii) Best Medical International, Inc., a Virginia corporation which is an affiliate of Purchaser, with its principal place of business at 7643 Fullerton Road, Springfield, Virginia 22153 (“BMI”);
AMENDMENT NO. 1 TO MARKETING REPRESENTATION AGREEMENTMarketing Representation Agreement • October 13th, 2005 • Novoste Corp /Fl/ • Electromedical & electrotherapeutic apparatus • Georgia
This Amendment No. 1 to Marketing Representation Agreement (the “Amendment No. 1”) is made this 12th day of October, 2005, by and among (i) Novoste Corporation, a Florida corporation with its principal place of business at 4350 International Boulevard, Norcross, Georgia 30093 (“Novoste”), (ii) Best Vascular, Inc., a Delaware corporation with its principal place of business at 7643 Fullerton Road, Springfield, Virginia 22153 (“Representative”), and (iii) Best Medical International, Inc., a Virginia corporation which is an affiliate of Representative, with its principal place of business at 7643 Fullerton Road, Springfield, Virginia 22153 (“BMI”);
AMENDMENT NO. 1 TO AMENDED AND RESTATED ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 5th, 2005 • Novoste Corp /Fl/ • Electromedical & electrotherapeutic apparatus • Virginia
This Amendment No. 1 to Amended and Restated Asset Purchase Agreement (the “Amendment No. 1”) is made this 30th day of November, 2005, by and among (i) Novoste Corporation, a Florida corporation with its principal place of business at 4350 International Boulevard, Norcross, Georgia 30093 (“Novoste”), (ii) Best Vascular, Inc., a Delaware corporation with its principal place of business at 7643 Fullerton Road, Springfield, Virginia 22153 (“Purchaser”), and (iii) Best Medical International, Inc., a Virginia corporation which is an affiliate of Purchaser, with its principal place of business at 7643 Fullerton Road, Springfield, Virginia 22153 (“BMI”);
AGREEMENT AND PLAN OF MERGER BY AND AMONG NOVOSTE CORPORATION, ONIA ACQUISITION CORP. AND ONI MEDICAL SYSTEMS, INC.Merger Agreement • May 19th, 2005 • Novoste Corp /Fl/ • Electromedical & electrotherapeutic apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 18, 2005, by and among Novoste Corporation, a Florida corporation (“Novoste”), ONIA Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Novoste (“Merger Sub”), and ONI Medical Systems, Inc., a Delaware corporation (“ONI”).
EIGHTH AMENDMENT TO LEASE AGREEMENTLease Agreement • March 31st, 2006 • Novt Corp • Electromedical & electrotherapeutic apparatus • Georgia
THIS EIGHTH AMENDMENT TO LEASE AGREEMENT (this “Eighth Amendment”) is made and entered into this 13th day of March, 2006, by and between WINDSOR AT GWINNETT PARK 4350, L.L.C., a Delaware limited liability company (“Landlord”), and NOVT CORPORATION, formerly NOVOSTE CORPORATION, a Florida corporation (“Tenant”).
LETTER AGREEMENTTermination Agreement • November 17th, 2005 • Novoste Corp /Fl/ • Electromedical & electrotherapeutic apparatus • Georgia
THIS LETTER AGREEMENT (the “Letter Agreement”) is entered into this 11th day of November, 2005, by Novoste Corporation, a Florida corporation (hereinafter referred to as the “Company”) and Alfred J. Novak, a Florida resident, (hereinafter referred to as the “Executive”). The Company and the Executive are hereinafter referred to, collectively, as the “Parties.”
October 8, 2002 Mr. Alfred J. Novak 9375 S.W. 60th Avenue Miami, FL 33156 Dear Al:Employment Agreement • March 31st, 2003 • Novoste Corp /Fl/ • Electromedical & electrotherapeutic apparatus • Georgia
We are delighted to welcome you as you join Novoste Corporation (“Novoste”) as its new President and Chief Executive Officer (CEO). This letter sets forth the agreement between you and Novoste as to the terms and conditions of your employment by Novoste.
SECOND AMENDMENT TO LETTER AGREEMENTLetter Agreement • January 30th, 2006 • Novoste Corp /Fl/ • Electromedical & electrotherapeutic apparatus
THIS SECOND AMENDMENT TO LETTER AGREEMENT (the “Amendment”) is entered into effective the 1st day of February, 2006, by Novoste Corporation, a Florida corporation (hereinafter referred to as the “Company”) and Daniel G. Hall (hereinafter referred to as the “Executive”). The Company and Executive are hereinafter referred to collectively, as the “Parties.”
AMENDMENT NO. 3 TO AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • June 1st, 2006 • Novt Corp • Electromedical & electrotherapeutic apparatus • Florida
THIS AMENDMENT NO. 3 (this “Amendment”) to Amended and Restated Rights Agreement dated as of July 29, 1999 between NOVT CORPORATION, a Florida corporation (formerly Novoste Corporation) (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a banking corporation organized under the laws of New York, as rights agent (the “Rights Agent”), as amended pursuant to Amendment No. 1 to Amended and Restated Rights Agreement, dated as of May 18, 2005 (the “Amendment No. 1”), and as further amended pursuant to Amendment No. 2 to Amended and Restated Rights Agreement, dated as of January 30, 2006 (as amended, the “Rights Agreement”), is entered into this 31st day of May, 2006.
ASSET PURCHASE AGREEMENT BETWEEN ADVANCED CARDIOVASCULAR SYSTEMS, INC. AND NOVOSTE CORPORATION APRIL 21, 2004Asset Purchase Agreement • May 5th, 2004 • Novoste Corp /Fl/ • Electromedical & electrotherapeutic apparatus • Delaware
This Asset Purchase Agreement (this “Agreement”) is entered into effective April 21, 2004 (the “Closing Date”), at 5:30 p.m. Eastern Daylight Time, between Advanced Cardiovascular Systems, Inc., a California corporation (“Seller”), and Novoste Corporation, a Florida corporation (“Buyer”). Seller and Buyer are sometimes referred to collectively as the “Parties” and individually as a “Party.”
ASSET PURCHASE AGREEMENT By and Among NOVOSTE CORPORATION, BEST VASCULAR, INC. And BEST MEDICAL INTERNATIONAL, INC. August 25, 2005Asset Purchase Agreement • August 26th, 2005 • Novoste Corp /Fl/ • Electromedical & electrotherapeutic apparatus • Virginia
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into as of this 25th day of August, 2005, by and among NOVOSTE CORPORATION, a Florida corporation, with its principal place of business at 4350 International Boulevard, Norcross, Georgia 30093 (“Novoste”), on behalf of itself and each of its direct and indirect subsidiaries (each, a “Subsidiary,” and collectively with Novoste, “Seller”), BEST VASCULAR, INC., a Delaware corporation with its principal place of business at 7643 Fullerton Road, Springfield, Virginia 22153 (“Purchaser”), and Best Medical International, Inc., a Virginia corporation and an Affiliate (as defined below) of Purchaser, with its principal place of business at 7643 Fullerton Road, Springfield, Virginia 22153 (“BMI”).
