Laserscope Sample Contracts

EXHIBIT 10.11F
Loan Modification Agreement • May 13th, 1999 • Laserscope • Electromedical & electrotherapeutic apparatus
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1. LOANS.
Loan and Security Agreement • March 30th, 2000 • Laserscope • Electromedical & electrotherapeutic apparatus • California
FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 14th, 2006 • Laserscope • Electromedical & electrotherapeutic apparatus • California

This Indemnification Agreement (the “Agreement”) is made , 2005 by and between Laserscope, a California corporation, (the “Company”), and , (the “Indemnitee”).

SHAREHOLDER AGREEMENT
Shareholder Agreement • June 5th, 2006 • Laserscope • Electromedical & electrotherapeutic apparatus • California

AGREEMENT, dated as of June 3, 2006, 2006, by and between American Medical Systems Holdings, Inc., a Delaware corporation (“Parent”), and the person listed on the signature page hereto (the “Shareholder”), a holder of shares of common stock, without par value (“Company Common Stock”), of Laserscope, a California corporation (“Company”).

AGREEMENT AND PLAN OF MERGER by and among AMERICAN MEDICAL SYSTEMS HOLDINGS, INC., KERMIT MERGER CORP. and LASERSCOPE Dated as of June 3, 2006
Merger Agreement • June 5th, 2006 • Laserscope • Electromedical & electrotherapeutic apparatus • California

This AGREEMENT AND PLAN OF MERGER, dated as of June 3, 2006 (as amended, supplemented or otherwise modified from time to time, and together with all schedules hereto, this “Agreement”), is entered into by and among AMERICAN MEDICAL SYSTEMS HOLDINGS, INC., a Delaware corporation (“Parent”), KERMIT MERGER CORP., a California corporation and an indirect subsidiary of Parent (“Merger Sub”), and LASERSCOPE, a California corporation (the “Company”).

FORM OF MANAGEMENT CONTINUITY AGREEMENT
Management Continuity Agreement • December 28th, 2005 • Laserscope • Electromedical & electrotherapeutic apparatus • California

This Management Continuity Agreement (the “Agreement”) is made and entered into effect as of December 21, 2005, by and between ___ (the “Employee”) and Laserscope, a California corporation (the “Company”).

AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • July 11th, 2006 • Laserscope • Electromedical & electrotherapeutic apparatus

THIS AMENDMENT, dated as of July 11, 2006 (this "Amendment"), amends that certain Agreement and Plan of Merger, dated as of June 3, 2006 (the “Agreement”), by and among AMERICAN MEDICAL SYSTEMS HOLDINGS, INC., a Delaware corporation (“Parent”), KERMIT MERGER CORP., a California corporation and an indirect subsidiary of Parent (“Merger Sub”), and LASERSCOPE, a California corporation (the “Company”). Capitalized terms used in this Amendment and not otherwise defined herein have the meaning given in the Agreement.

EXHIBIT 10.6 NET LEASE AGREEMENT (SINGLE TENANT) BY AND BETWEEN
Net Lease Agreement • March 28th, 2001 • Laserscope • Electromedical & electrotherapeutic apparatus • California
EXHIBIT 10.20 CONVERTIBLE LOAN AGREEMENT DATED FEBRUARY 11, 2000
Convertible Loan Agreement • March 30th, 2000 • Laserscope • Electromedical & electrotherapeutic apparatus • Texas
EXHIBIT 10.11 2 LASERSCOPE
Loan and Security Agreement • March 26th, 1997 • Laserscope • Electromedical & electrotherapeutic apparatus • California
Laserscope 3070 Orchard Drive SanJose, CA 95134
Retention Bonus Agreement • June 14th, 2006 • Laserscope • Electromedical & electrotherapeutic apparatus

As you may be aware, Laserscope (the “Company”) has entered into a merger agreement with American Medical Systems Holdings, Inc. (“AMS”) dated as of June 3, 2006 (the “Merger Agreement”), pursuant to which the Company will become an indirect wholly owned subsidiary of AMS as of the Effective Time (as defined in the Merger Agreement).

MEMORANDUM OF UNDERSTANDING
Memorandum of Understanding • July 11th, 2006 • Laserscope • Electromedical & electrotherapeutic apparatus

The plaintiffs and defendants in the actions styled Del Vecchio v. Laserscope, et al., Case No. 1:06-CV-065047 and Greenwald v. Laserscope, et al., Case No. 1:06-CV-065035, both pending in the Santa Clara County Superior Court (the “Court”), have reached an agreement in principle providing for the settlement of the actions (collectively, the “Actions”) on the terms and subject to the conditions set forth in this Memorandum of Understanding (the “MOU”), subject to Court approval (the “Settlement”):

NET LEASE AGREEMENT (Single Tenant)
Net Lease Agreement • October 13th, 2004 • Laserscope • Electromedical & electrotherapeutic apparatus • California

For and in consideration of the rentals, covenants, and conditions hereinafter set forth, Landlord hereby leases to Tenant, and Tenant hereby rents from Landlord, the following described Premises for the term, at the rental and subject to and upon all of the terms, covenants and agreements set forth in this Net Lease Agreement, including Landlord’s right to recover the Premises pursuant to Paragraph 24 below (“Lease”):

EXHIBIT 10.6A NET LEASE AGREEMENT (Multi-Tenant) by and between
Net Lease Agreement • March 28th, 2001 • Laserscope • Electromedical & electrotherapeutic apparatus • California
Amendment to Convertible Loan Agreement
Convertible Loan Agreement • March 27th, 2003 • Laserscope • Electromedical & electrotherapeutic apparatus

Mr. Robert C. Pearson Senior Vice President Renaissance Capital Group, Inc. 8080 North Central Expressway, Suite 210-LB59 Dallas, Texas 75206

FIRST AMENDMENT TO MANAGEMENT CONTINUITY AGREEMENT (EFFECTIVE JUNE 4, 2006)
Management Continuity Agreement • June 5th, 2006 • Laserscope • Electromedical & electrotherapeutic apparatus • California

This First Amendment (“First Amendment”) to the Management Continuity Agreement that was entered into effective as of June 4, 2006 (the “Agreement”) by and between Laserscope, a California corporation (the “Company”) and ___(the “Employee”) (together the “Parties”), is made part of the Agreement and is effective as of June 4, 2006.

1 EXHIBIT 99.2 LASERSCOPE 3052 Orchard Drive San Jose, California, U.S.A. 95134-2011 May 7, 1998
Registration Rights Agreement • May 15th, 1998 • Laserscope • Electromedical & electrotherapeutic apparatus
Amendment to Loan Documents
Loan Agreement • November 8th, 2004 • Laserscope • Electromedical & electrotherapeutic apparatus

THIS AMENDMENT TO LOAN DOCUMENTS is entered into between Silicon Valley Bank (“Silicon”) and the borrower named above (“Borrower”).

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FORM OF HENRY SCHEIN, INC. DISTRIBUTION AGREEMENT
Distribution Agreement • November 9th, 2005 • Laserscope • Electromedical & electrotherapeutic apparatus

This Distribution Agreement (“Agreement”) is made and entered into as of July 29, 2005 (“Effective Date”) by and between Henry Schein, Inc. (“HSI”), on behalf of itself and its wholly-owned U.S. subsidiaries (“Subsidiaries”) to participate under this Agreement (HSI and the Subsidiaries, individually and collectively referred to herein as “Buyer”), having its principal place of business at 135 Duryea Road, Melville, New York 11747, and Laserscope (“Seller”), having its principal place of business at 3070 Orchard Drive, San Jose, California 95134.

AMENDED AND RESTATED BUSINESS LOAN AGREEMENT (CONTINUED)
Business Loan Agreement • March 29th, 1996 • Laserscope • Electromedical & electrotherapeutic apparatus • California
EXHIBIT 2.1A
Acquisition Agreement • March 31st, 1998 • Laserscope • Electromedical & electrotherapeutic apparatus
To the Shareholders of Laserscope:
Merger Agreement • June 14th, 2006 • Laserscope • Electromedical & electrotherapeutic apparatus
Laserscope 3070 Orchard Drive SanJose, CA 95134
Retention Bonus Agreement • June 14th, 2006 • Laserscope • Electromedical & electrotherapeutic apparatus

As you may be aware, Laserscope (the “Company”) has entered into a merger agreement with American Medical Systems Holdings, Inc. (“AMS”) dated as of June 3, 2006 (the “Merger Agreement”), pursuant to which the Company will become an indirect wholly owned subsidiary of AMS as of the Effective Time (as defined in the Merger Agreement).

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