Medical Device Alliance Inc Sample Contracts

EXHIBIT 10.33 EMPLOYMENT AGREEMENT BETWEEN PARALLAX MEDICAL, INC. AND HOWARD E. PREISSMAN
Employment Agreement • December 21st, 1998 • Medical Device Alliance Inc • Surgical & medical instruments & apparatus • California
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EXHIBIT 10.21
Distribution Agreement • December 21st, 1998 • Medical Device Alliance Inc • Surgical & medical instruments & apparatus • Georgia
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EXHIBIT 99.1
Settlement Agreement • April 25th, 2002 • Medical Device Alliance Inc • Surgical & medical instruments & apparatus • Nevada
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WITNESSETH:
Exclusive License Agreement • December 21st, 1998 • Medical Device Alliance Inc • Surgical & medical instruments & apparatus • New York
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EXHIBIT 10.26 REGISTRATION RIGHTS AGREEMENT BETWEEN
Registration Rights Agreement • December 21st, 1998 • Medical Device Alliance Inc • Surgical & medical instruments & apparatus • California
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EXHIBIT 10.10 COSTANTINO
Employment Agreement • December 21st, 1998 • Medical Device Alliance Inc • Surgical & medical instruments & apparatus • Nevada
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EXHIBIT 10.34 BARRANTES
Employment Agreement • December 21st, 1998 • Medical Device Alliance Inc • Surgical & medical instruments & apparatus • Nevada
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EXHIBIT 10.05 TERMS FOR CONVERTIBLE DEBENTURE AGREEMENT BETWEEN MEDICAL DEVICE ALLIANCE INC. AND E* CAPITAL
Convertible Debenture Agreement • December 21st, 1998 • Medical Device Alliance Inc • Surgical & medical instruments & apparatus • Nevada
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EXHIBIT 10.23
Co-Marketing Agreement • December 21st, 1998 • Medical Device Alliance Inc • Surgical & medical instruments & apparatus • California
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FORM OF
Indemnification Agreement • December 21st, 1998 • Medical Device Alliance Inc • Surgical & medical instruments & apparatus • Nevada
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EXHIBIT 10.35 MCGHAN
Employment Agreement • December 21st, 1998 • Medical Device Alliance Inc • Surgical & medical instruments & apparatus • Nevada
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EXHIBIT 10.09
Legal Consulting Agreement • December 21st, 1998 • Medical Device Alliance Inc • Surgical & medical instruments & apparatus • California
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CONTINGENT VALUE RIGHTS AGREEMENT
Contingent Value Rights Agreement • October 31st, 2003 • Medical Device Alliance Inc • Surgical & medical instruments & apparatus

This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of , 200 (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”), (the “Rights Agent”) and Frank Bumstead (the “Stockholders’ Agent”).

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EXHIBIT 10.24 DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • December 21st, 1998 • Medical Device Alliance Inc • Surgical & medical instruments & apparatus • Nevada
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EXHIBIT 10.25 AGREEMENT AND PLAN OF MERGER AMONG MEDICAL DEVICE ALLIANCE INC.;
Agreement and Plan of Merger • December 21st, 1998 • Medical Device Alliance Inc • Surgical & medical instruments & apparatus • California
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AGREEMENT AND PLAN OF MERGER BY AND AMONG ARTHROCARE CORPORATION, ALPHA MERGER SUB CORPORATION AND MEDICAL DEVICE ALLIANCE INC. DATED AS OF OCTOBER 23, 2003
Merger Agreement • October 31st, 2003 • Medical Device Alliance Inc • Surgical & medical instruments & 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”).

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STOCKHOLDER WAIVER AGREEMENT
Stockholder Waiver Agreement • October 31st, 2003 • Medical Device Alliance Inc • Surgical & medical instruments & 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”).

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RECITALS Assignor and Assignee are parties to a certain Private Label Vendor Agreement dated as of the 15th day of January 1997 (the "Agreement"). The parties hereto acknowledge that the Agreement originally identified A signor as "MDA Capital Corp....
Private Label Vendor Agreement • December 21st, 1998 • Medical Device Alliance Inc • Surgical & medical instruments & apparatus • New York
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EXHIBIT 10.27 STOCKHOLDERS' ESCROW AGREEMENT AMONG MEDICAL DEVICE ALLIANCE INC.;
Stockholders' Escrow Agreement • December 21st, 1998 • Medical Device Alliance Inc • Surgical & medical instruments & apparatus • California
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STOCKHOLDER SUPPORT AGREEMENT BY AND AMONG ARTHROCARE CORPORATION ALPHA MERGER SUB CORPORATION AND VEGAS VENTURES, LLC DATED AS OF OCTOBER 23, 2003
Stockholder Support Agreement • October 31st, 2003 • Medical Device Alliance Inc • Surgical & medical instruments & 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”).

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STOCKHOLDER WAIVER AGREEMENT
Stockholder Waiver Agreement • October 31st, 2003 • Medical Device Alliance Inc • Surgical & medical instruments & 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).

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EXHIBIT 10.07 FORM OF SELLING AGENT WARRANT
Selling Agent Warrant • December 21st, 1998 • Medical Device Alliance Inc • Surgical & medical instruments & apparatus • Nevada
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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, 2003
Stockholder Support Agreement • October 31st, 2003 • Medical Device Alliance Inc • Surgical & medical instruments & 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”).

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EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2003 • Medical Device Alliance Inc • Surgical & medical instruments & apparatus • Nevada

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of March 26, 2001, among PARALLAX MEDICAL, INC., a Delaware corporation (the “Company”), HOWARD PREISSMAN (“Employee”) and MEDICAL DEVICE ALLIANCE INC., a Nevada corporation (the “Parent Company”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • November 14th, 2003 • Medical Device Alliance Inc • Surgical & medical instruments & apparatus • Tennessee

THIS DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of April, 2000, to be effective as of such date (“Effective Date”), between PARALLAX MEDICAL INC., a California corporation having offices in Mountain View, California (“PMI”), and MEDTRONIC SOFAMOR DANEK, INC., an Indiana corporation having offices in Memphis, Tennessee (“MSD”).

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TERMINATION AGREEMENT
Termination Agreement • November 14th, 2003 • Medical Device Alliance Inc • Surgical & medical instruments & apparatus • Tennessee

This Termination Agreement (“Termination Agreement”) is made as of this 16th day of January, 2003, between PARALLAX MEDICAL, INC., a California corporation having offices in Mountain View, California (“PMI”), and MEDTRONIC SOFAMOR DANEK, INC., an Indiana corporation having offices in Memphis, Tennessee (“MSD”).

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RECITALS
Private Label Vendor Agreement • December 21st, 1998 • Medical Device Alliance Inc • Surgical & medical instruments & apparatus • New York
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RECITALS
Private Label Vendor Agreement • December 21st, 1998 • Medical Device Alliance Inc • Surgical & medical instruments & apparatus
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DISTRIBUTION AGREEMENT
Distribution Agreement • October 31st, 2003 • Medical Device Alliance Inc • Surgical & medical instruments & apparatus • California
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WITNESSETH
Private Label Vendor Agreement • December 21st, 1998 • Medical Device Alliance Inc • Surgical & medical instruments & apparatus
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EXHIBIT 10.01
1998 Stock Compensation Program • December 21st, 1998 • Medical Device Alliance Inc • Surgical & medical instruments & apparatus • Nevada
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AMENDMENT NO. 1 TO STOCKHOLDER SUPPORT AGREEMENT BY AND AMONG ARTHROCARE CORPORATION, ALPHA MERGER SUB CORPORATION AND CERTAIN STOCKHOLDERS OF MEDICAL DEVICE ALLIANCE INC.
Stockholder Support Agreement • January 13th, 2004 • Medical Device Alliance Inc • Surgical & medical instruments & apparatus • Nevada

This Amendment, dated as of January 5, 2004 (the “Amendment”), to the Stockholder Support Agreement, dated as of October 23, 2003 (the “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 list on Annex A to the Agreement (each, a “Stockholder” and, collectively, the “Stockholders”), is entered into by and among Parent, Merger Sub and the Stockholders.

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EXHIBIT 10.04 FORM OF
Convertible Debenture Offering • December 21st, 1998 • Medical Device Alliance Inc • Surgical & medical instruments & apparatus • Nevada
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AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • January 13th, 2004 • Medical Device Alliance Inc • Surgical & medical instruments & apparatus • Nevada

This Amendment, dated as of January 5, 2004 (the “Amendment”), to the Agreement and Plan of Merger, dated as of October 23, 2003 (the “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”), is entered into by and among Parent, Merger Sub and the Company.

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EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2003 • Medical Device Alliance Inc • Surgical & medical instruments & apparatus • Nevada

AGREEMENT made this 10th day of October, 2000, by and between Medical Device Alliance, Inc., a Nevada corporation (hereinafter “Employer”) and Jeffrey J. Barber (hereinafter “Employee”).

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