AMONGAgreement and Plan of Merger • November 30th, 1998 • Circon Corp • Electromedical & electrotherapeutic apparatus • Delaware
ACMI CORPORATION Southborough, MA 01772 May 19, 2004Letter Agreement • July 22nd, 2004 • Acmi Corp • Electromedical & electrotherapeutic apparatus • New York
This Letter Agreement memorializes the agreement between Medical Wind Down Holdings III, Inc. (f/k/a Maxxim Medical, Inc.), and its affiliated debtors and debtors in possession in the chapter 11 cases commenced under title 11 of the United States Code, 11 U.S.C. §§ 101-1330 bearing the caption In re Medical Wind Down Holdings 1, Inc., et al. (f/k/a Maxxim Medical Group, Inc., et al.), Case No. 03-10438 (PJW) (Bankr. D. Del.) (Jointly Administered), and any successors thereto, including, but not limited to the Post Effective Date Debtors, and any successor corporation(s), by reorganization or otherwise (collectively, “Maxxim”) and ACMI Corporation (“ACMI”) concerning the ownership of the Bovie Stock (as defined in paragraph 2 below). Capitalized terms used but not defined herein shall have the meaning set forth in the First Amended Chapter 11 Plan (the “Plan”). For Medical Wind Down Holdings I, Inc., et al. (f/k/a Maxxim Medical Group, Inc., et al.), as confirmed on May 17, 2004, as the
BOVIE MEDICAL CORPORATIONCommon Stock Purchase Agreement • October 1st, 2004 • Acmi Corp • Electromedical & electrotherapeutic apparatus
Reference is hereby made to the Common Stock Purchase Agreement (the “Purchase Agreement”) dated as of September 24, 2004 by and among ACMI Corporation (the “Seller”) and the buyers listed on the signature pages thereto (collectively, the “Buyers”) whereby the Buyers purchased from the Seller an aggregate of 3,000,000 shares (the “Shares”) of common stock of Bovie Medical Corporation (the “Company”). Pursuant to the Registration Rights Agreement (the “Registration Rights Agreement”) between the Company and the Seller (the assignee or nominee of Maxxim Medical, Inc., n/k/a Medical Wind Down Holdings I, Inc.) dated May 8, 1998, the Seller has the right to demand registration (the “Demand Registration”) of the Shares pursuant to the terms and provisions of the Registration Rights Agreement. In connection with the consummation of the transactions contemplated by the Purchase Agreement, the Seller desires to transfer the registration rights granted to it pursuant to the Registration Rights
CIRCON CORPORATIONRichard Auhll Severance Agreement • November 30th, 1998 • Circon Corp • Electromedical & electrotherapeutic apparatus • California
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • October 1st, 2004 • Acmi Corp • Electromedical & electrotherapeutic apparatus • New York
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of September 24, 2004, by and among ACMI Corporation (the “Seller”) and each of the Buyers whose names are set forth on Exhibit A attached hereto (each individually a “Buyer” and collectively, the “Buyers”).
Agreement of Joint FilingCircon Corp • January 12th, 1999 • Electromedical & electrotherapeutic apparatus
Pursuant to 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13D (the "Statement") to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.
JOINT FILING AGREEMENTJoint Filing Agreement • July 22nd, 2004 • Acmi Corp • Electromedical & electrotherapeutic apparatus
Each of the undersigned hereby acknowledges and agrees, pursuant to the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Joint Filing Agreement is attached as an exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned.
EXHIBIT 6 CIRCON CORPORATION FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is effective as of _____________ by and between Circon Corporation, a Delaware corporation (the "Company"), and _______________ ("Indemnitee")....Form of Indemnification Agreement • August 18th, 1997 • Circon Corp • Electromedical & electrotherapeutic apparatus • Delaware
