BOVIE MEDICAL CORPORATION 734 Walt Whitman Rd. Melville, New York 11747 (631) 421-5452
EXHIBIT
4.3
|
BOVIE
MEDICAL CORPORATION
000
Xxxx Xxxxxxx Xx.
Xxxxxxxx,
Xxx Xxxx 00000
(631)
421-5452 |
September
____, 2004
To: The
buyers of 3,000,000 shares of common stock
of Bovie
Medical Corporation pursuant to the Common
Stock
Purchase Agreement dated as of September 24, 2004
among
ACMI Corporation and the buyers named therein.
Re: Assignment
of Demand Registration Right
Gentlemen:
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 1, 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 Agreement to the Buyers.
The
Buyers and the Company hereby agree to be bound by all of the terms and
provisions of the Registration Rights Agreement applicable to such party and the
Company acknowledges that the Buyers shall have all of the rights and benefits
of, and shall bear all obligations of, the Seller under the Registration Rights
Agreement. The Company also hereby acknowledges that the Buyers will demand
registration of the Shares pursuant to the Registration Rights Agreement on the
closing date (the “Closing Date”) upon the consummation of the transactions
contemplated by the Purchase Agreement. The Company shall file a registration
statement on Form S-3 providing for the resale or resales of the Shares as soon
as reasonably practicable, but in no event later than forty-five (45) days
following the Closing Date.
Notwithstanding
Section 3.2 of the Registration Rights Agreement, the Buyers and the Company
hereby further agree that, the Demand Registration need not take the form of an
underwritten registration. The Seller hereby agrees to pay Costs and Expenses
(as defined in Section 2.4 of the Registration Rights Agreement) in connection
with the non-underwritten Demand Registration; provided,
however, in no
event shall the Seller be obligated to pay any Costs and Expenses in excess of
$60,000. The Seller, the Buyers and the Company hereby further agree that Costs
and Expenses incurred by the Company in connection with the filing of the Demand
Registration in excess of $60,000 shall be paid pro-rata by the
Buyers.
This
letter agreement may be executed in two or more counterparts, all of which shall
be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other
party.
Kindly
acknowledge your agreement to the foregoing by signing in the place indicated
below.
[Remainder
of Page Intentionally Left Blank]
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Sincerely,
BOVIE
MEDICAL CORPORATION
By:/S/
Xxxxxx
Xxxxxxxx
Name:
Xxxxxx Xxxxxxxx
Title:
President |
Agreed
and accepted:
|
ACMI
CORPORATION
By:
/S/Xxxxx X. Xxxxxx
Name: Xxxxx
X. Xxxxxx
Title: Vice
President Finance and
Treasurer |
BUYERS:
|
RENAISSANCE
U S GROWTH INVESTMENT
TRUST
PLC
By:
/S/Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx
Xxxxxxxxx
Title: Director |
|
RENAISSANCE
CAPITAL GROWTH &
INCOME
FUND III, INC.
By:
/S/Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx
Xxxxxxxxx
Title: President |
|
BFS
US SPECIAL OPPORTUNITIES TRUST PLC
By:
/S/Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx
Xxxxxxxxx
Title: Director
/S/Xxxxxxx
X. Xxxxxx
Xxxxxxx
X. Xxxxxx |
|
R&R
OPPORTUNITY FUND, LP
By: /S/
Xxxxxx X. Xxxxx
Name: Xxxxxx
X. Xxxxx
Title: Chief
Financial Officer
/S/
Xxxxxxx X. Xxxx
Xxxxxxx
X. Xxxx |
|
CORDILLERA
FUND, L.P.
By: /S/
Xxxxxxx X. Xxxxxx
Name: Xxxxxxx
X. Xxxxxx
Title: CEO
of GP’s GP
/S/
Xxxx X. Xxxxxx
Xxxx
X. Xxxxxx |
|
MIDSOUTH
INVESTOR FUND LP
By: /S/
Xxxxx X. Xxxxxxx
Name: Xxxxx
X. Xxxxxxx
Title: General
Partner
/S/
Xxxxx Xxxxxxxxxxxxx
Xxxxx
Xxxxxxxxxxxxx |
|
KUEKENHOF
EQUITY FUND, LP
By: /S/
Xxxxxxx X. Xxxxx
Name: Xxxxxxx
X. Xxxxx
Title: General
Partner |
|
INFINITY
CAPITAL PARTNERS, LP
By: /S/
Xxxxxxx Xxxxxxx
Name: Xxxxxxx
Xxxxxxx
Title: Managing
Member |
|
MFN,
LLC
By: /S/
Louis Ottimo
Name: Louis
Ottimo
Title: Member
/S/
Xxxxxxx Xxxxxxxx
Xxxxxxx
Xxxxxxxx
/S/
Xxxxxx X. Xxxxxxx
Xxxxxx
X. Xxxxxxx
/S/
Xxxx Xxxxxxx
Xxxx
Xxxxxxx |
