ARTICLE I MERGER AND CLOSINGMerger Agreement • February 25th, 2003 • Scientio Inc • Services-business services, nec • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 1st, 2006 • Medicor LTD • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 26, 2006, by and among MediCor Ltd., a Delaware corporation, with headquarters located at 4560 S. Decatur Blvd., Suite 300, Las Vegas, Nevada 89103 (the “Company”), and the undersigned Purchasers (each, a “Purchaser” and collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2003 • Medicor LTD • Services-business services, nec • Delaware
This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of October 1, 2003, by and between Medicor Ltd., a Delaware corporation (the “Company”), and Jim J. McGhan (“Executive”).
MR JOHN GORDON EVANS MS JESSIE ANNE EVANS MR JOHN A. ALSOP MR JOSEPH S. GALLAGHER AND MEDICOR LTD.Agreement for the Sale and Purchase of Shares • June 29th, 2006 • Medicor LTD • Orthopedic, prosthetic & surgical appliances & supplies
Loan Agreement September 10, 2004 for ES HOLDINGS S.A.S. Arranged by BNP PARIBAS Concerning firstly, the partial refinancing of Receivables and a Shareholders’ Loan granted by MEDICOR Ltd. to ES HOLDINGS S.A.S. within the scope of the latter’s...Loan Agreement • July 24th, 2006 • Medicor LTD • Orthopedic, prosthetic & surgical appliances & supplies
Dated 10 February 2005 SUPPLIER NOVATION AND AMENDMENT AGREEMENT between BIOSIL LIMITED HUTCHISON INTERNATIONAL INC. MEDICOR AESTHETICS and INTERNATIONAL INTEGRATED INCORPORATEDSupplier Novation and Amendment Agreement • July 13th, 2005 • Medicor LTD • Orthopedic, prosthetic & surgical appliances & supplies • Louisiana
IMPORTANT NOTICE: THIS AGREEMENT HAS BEEN PREPARED BY BRODIES LLP ACTING ON BEHALF OF BIOSIL LIMITED. OTHER PROSPECTIVE PARTIES SHOULD CONSIDER TAKING INDEPENDENT LEGAL ADVICE ON THE TERMS OF THIS AGREEMENT AND SHOULD SIGN IT ONLY IF THEY ARE PREPARED TO BE BOUND BY ITS TERMS.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 6th, 2005 • Medicor LTD • Orthopedic, prosthetic & surgical appliances & supplies
This Stock Purchase Agreement (the “Agreement”) is entered into on September 7, 2004 (the “Execution Date”), by and among, Mr. Carlos Francisco Lazo de la Vega Jasso (“Mr. Carlos Lazo”), a Mexican individual with his principal place of business located at Juárez No. 18 A, Tlacopac, 01040, Mexico, Federal District; Mr. Héctor Jesús Chuliá de la Torre (“Mr. Héctor Chuliá” and, together with Mr. Carlos Lazo, the “Sellers”), a Mexican individual with his principal place of business located at Juárez No. 18 A, Tlacopac, 01040, Mexico, Federal District, and MediCor Latin America, S.A. de C.V. (“MediCor LA”), a company organized and existing under the laws of Mexico, with its principal place of business located at Juárez No. 18 A, Tlacopac, 01040, Mexico, Federal District, and International Integrated Management, Inc. (“IIM” and, together with MediCor LA, the “Buyers”), a limited corporation duly incorporated and validly existing under the laws of Delaware, United States of America, with its
AMENDED AND RESTATED NON-EXCLUSIVE DISTRIBUTION AGREEMENTNon-Exclusive Distribution Agreement • June 6th, 2005 • Medicor LTD • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This AMENDED AND RESTATED NON-EXCLUSIVE DISTRIBUTION AGREEMENT (the “Agreement”) is made as of the 30th day of March 2004, by and between Poly Implants Protheses, S.A., a French corporation (“Supplier”) and III Acquisition Corp., a Delaware corporation and/or its wholly owned subsidiaries (“Distributor”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2005 • Medicor LTD • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of November 7, 2005, by and between MEDICOR LTD. (“MediCor” or the “Company”) and PAUL R. KIMMEL (“Executive”).
GUARANTEE AND COLLATERAL AGREEMENT made by MEDICOR LTD. and THE OTHER PLEDGORS FROM TIME TO TIME PARTY HERETO in favor of SILVER OAK CAPITAL, L.L.C. as Collateral Agent Dated as of April 26, 2006Guarantee and Collateral Agreement • May 1st, 2006 • Medicor LTD • Orthopedic, prosthetic & surgical appliances & supplies • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of April 26, 2006 (as amended, supplemented or otherwise modified from time to time, this “Agreement”) by and among MEDICOR LTD., a Delaware corporation (the “Company”), and each of the Guarantors (as defined below) in favor of SILVER OAK CAPITAL, L.L.C., a Delaware limited liability company, in its capacity as collateral agent pursuant to the Securities Purchase Agreement (as defined below) (in such capacity, together with its successors and assigns, the “Collateral Agent”), for the benefit of the Collateral Agent and the other Secured Parties (as defined below).
GUARANTEE between MEDICOR LTD and BIOSIL LIMITEDGuarantee • May 3rd, 2005 • Medicor LTD • Orthopedic, prosthetic & surgical appliances & supplies
THIS IS AN IMPORTANT DOCUMENT WHICH CONFERS LEGAL RIGHTS AND OBLIGATIONS ON THE PARTIES TO IT. YOU SHOULD TAKE INDEPENDENT LEGAL ADVICE BEFORE SIGNING THIS DOCUMENT AND SIGN ONLY IF YOU WANT TO BE LEGALLY BOUND BY ITS TERMS.
FORM OF EMPLOYMENT AGREEMENT STOCK OPTIONEmployment Agreement • October 14th, 2003 • Medicor LTD • Services-business services, nec
This Employment Agreement Stock Option, dated as of , is by and between MediCor Ltd., and it’s subsidiaries (collectively, the “Corporation”) and (the “Employee”)
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 4th, 2005 • Medicor LTD • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Assignment and Assumption Agreement (this "Agreement") is made and entered into as of April 1, 2003, by and among International Integrated Incorporated, a corporation organized under the law of the British Virgin Islands ("Assignor"), MediCor Ltd., a corporation organized under the law of Delaware ("Assignee") and International Integrated Industries LLC, a limited liability company organized under the law of Nevada ("Lender").
PUT AND CALL OPTION AGREEMENTPut and Call Option Agreement • May 4th, 2006 • Medicor LTD • Orthopedic, prosthetic & surgical appliances & supplies
MEDICOR LTD. FORM OF CONVERTIBLE DEBENTURE AGREEMENTConvertible Debenture Agreement • November 14th, 2003 • Medicor LTD • Services-business services, nec • Delaware
THIS INVESTMENT AGREEMENT (the “Agreement”) is by and between (the “Holder”) and MEDICOR LTD., a Delaware Corporation (the “Company”).
AGREEMENT FOR THE SALE AND PURCHASE OF THE SHARES OF LABORATOIRES EUROSILICONE SASale and Purchase Agreement • September 20th, 2004 • Medicor LTD • Orthopedic, prosthetic & surgical appliances & supplies
(The parties in (2) to (8) being referred to as the “Sellers” and individually as a “Seller”), acting severally (de manière non-solidaire) for the purposes of this Agreement.
INTERNATIONAL INTEGRATED INCORPORATED FORM OF CONVERTIBLE DEBENTURE LOAN AGREEMENTConvertible Debenture Loan Agreement • November 14th, 2003 • Medicor LTD • Services-business services, nec • Virgin Islands
THIS LOAN AGREEMENT (the “Agreement”) is by and between (the “Holder”) and INTERNATIONAL INTEGRATED INCORPORATED, a British Virgin Islands corporation with its registered office at Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands (the “Company”).
EMPLOYMENT AGREEMENT STOCK OPTIONEmployment Agreement • November 14th, 2003 • Medicor LTD • Services-business services, nec
This Employment Agreement Stock Option (Stock Option #EO28), dated as of September 2, 2003, is by and between MEDICOR LTD. AND ITS SUBSIDIARIES (collectively, the “Corporation”), and THEODORE R. MALONEY (the “Employee”).
TRANSACTION ACCOMMODATION AGREEMENTTransaction Accommodation Agreement • May 3rd, 2005 • Medicor LTD • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This TRANSACTION ACCOMMODATION AGREEMENT (the “Agreement”), dated as of March 21, 2005, is entered into by International Integrated Incorporated, a British Virgin Islands corporation (“Company”), MediCor Ltd., a Delaware corporation (“MediCor”) and Hutchison International, Inc., a Louisiana corporation (“Hutchison”).
PUT AND CALL OPTION AGREEMENTPut and Call Option Agreement • May 4th, 2006 • Medicor LTD • Orthopedic, prosthetic & surgical appliances & supplies
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 6th, 2005 • Medicor LTD • Orthopedic, prosthetic & surgical appliances & supplies • California
This AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of October 16, 2003, is made and entered into by and between INTERNATIONAL INTEGRATED INCORPORATED, a British Virgin Islands company (“Purchaser”), HUTCHISON INTERNATIONAL, INC., a Louisiana corporation (“Seller”) and INTERNATIONAL INTEGRATED DEVELOPMENT COMPANY, a Delaware corporation (“Servicer”).
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 14th, 2003 • Medicor LTD • Services-business services, nec • California
This AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of October 16, 2003, is made and entered into by and between INTERNATIONAL INTEGRATED INCORPORATED, a British Virgin Islands company (“Purchaser”), * * * (“Seller”) and INTERNATIONAL INTEGRATED DEVELOPMENT COMPANY, a Delaware corporation (“Servicer”).
MEDICOR LTD. FORM OF INVESTMENT AGREEMENT 10% CONVERTIBLE DEBENTURE DUE 2006Investment Agreement • February 12th, 2004 • Medicor LTD • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This INVESTMENT AGREEMENT (the “Agreement”) is by and between (the “Holder”) and MEDICOR LTD., A DELAWARE CORPORATION (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 1st, 2006 • Medicor LTD • Orthopedic, prosthetic & surgical appliances & supplies • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 26, 2006, by and among MediCor Ltd., a Delaware corporation, with headquarters located at 4560 S. Decatur Blvd., Suite 300, Las Vegas, Nevada 89103 (the “Company”), Silver Oak Capital, L.L.C., in its capacity as collateral agent, and the investors listed on the Schedule of Purchasers attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
EMPLOYMENT AGREEMENT STOCK OPTIONEmployment Agreement • October 14th, 2003 • Medicor LTD • Services-business services, nec
This Employment Agreement Stock Option (Stock Option #EO27), dated as of July 18, 2003, is by and between MediCor Ltd. and its subsidiaries (collectively, the “Corporation”), and Thomas R. Moyes (the “Employee”).
PUT AND CALL OPTION AGREEMENTPut and Call Option Agreement • May 4th, 2006 • Medicor LTD • Orthopedic, prosthetic & surgical appliances & supplies
Loan Agreement September 10, 2004 for ES HOLDINGS S.A.S. Arranged by BNP PARIBAS Concerning firstly, the partial refinancing of Receivables and a Shareholders’ Loan granted by MEDICOR Ltd. to ES HOLDINGS S.A.S. within the scope of the latter’s...Loan Agreement • September 20th, 2004 • Medicor LTD • Orthopedic, prosthetic & surgical appliances & supplies
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 21st, 2003 • Medicor LTD • Services-business services, nec • Delaware
This SECURITIES PURCHASE AGREEMENT (this "Agreement") is made as of March 18, 2003 by and among MEDICOR LTD., a Delaware corporation ("Buyer") and the entities listed under "Sellers" on the signature pages of this Agreement (collectively, "Sellers" and each, a "Seller").
SUBORDINATION AGREEMENTSubordination Agreement • May 1st, 2006 • Medicor LTD • Orthopedic, prosthetic & surgical appliances & supplies • New York
SUBORDINATION AGREEMENT, dated as of April 26, 2006 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and among the Subordinated Lenders (as hereinafter defined), MEDICOR LTD., a Delaware corporation (the “Company”), and SILVER OAK CAPITAL, L.L.C., a Delaware limited liability company, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the holders from time to time of the Senior Notes (as hereinafter defined) issued pursuant to the Securities Purchase Agreement (as hereinafter defined).
ADDENDUM TO LEASE AGREEMENTLease Agreement • October 14th, 2003 • Medicor LTD • Services-business services, nec
This Addendum To Lease Agreement is dated this 18th day of November, 2002, and is attached to that certain Lease Agreement dated October 10, 2002 by and between:
PUT AND CALL OPTION AGREEMENTPut and Call Option Agreement • May 4th, 2006 • Medicor LTD • Orthopedic, prosthetic & surgical appliances & supplies
EMPLOYMENT AGREEMENT STOCK OPTIONEmployment Agreement • November 14th, 2003 • Medicor LTD • Services-business services, nec
This Employment Agreement Stock Option (Stock Option #EO29), dated as of October 27, 2003, is by and between MediCor Ltd. and its subsidiaries (collectively, the “Corporation”), and Jim J. McGhan (the “Employee”).
MEDICOR LTD. FORM OF CONVERTIBLE DEBENTURE AGREEMENTConvertible Debenture Agreement • April 1st, 2005 • Medicor LTD • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS INVESTMENT AGREEMENT (the "Agreement") is by and between (the "Holder") and MEDICOR LTD., a Delaware Corporation (the "Company").
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • September 28th, 2005 • Medicor LTD • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This ADMINISTRATIVE SERVICES AGREEMENT is made as of the 1st day of January, 2005, between MediCor Ltd. (“MediCor”), a Delaware corporation and NexGen Management LLC (“NexGen”), a Delaware limited liability company.
AMENDED AND RESTATED NON-EXCLUSIVE DISTRIBUTION AGREEMENTNon-Exclusive Distribution Agreement • July 24th, 2006 • Medicor LTD • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This AMENDED AND RESTATED NON-EXCLUSIVE DISTRIBUTION AGREEMENT (the “Agreement”) is made as of the 30th day of March 2004, by and between Poly Implants Protheses, S.A., a French corporation (“Supplier”) and III Acquisition Corp., a Delaware corporation and/or its wholly owned subsidiaries (“Distributor”).
