MENTOR CORPORATION 2¾% Convertible Subordinated Notes due 2024 REGISTRATION RIGHTS AGREEMENT December 22, 2003Registration Rights Agreement • February 13th, 2004 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • New York
Mentor Corporation, a Minnesota corporation (the "Company"), proposes to issue and sell to Credit Suisse First Boston LLC (the "Initial Purchaser"), upon the terms set forth in a purchase agreement of even date herewith (the "Purchase Agreement"), $125,000,000 aggregate principal amount (plus up to an additional $25,000,000 principal amount) of its 2¾% Convertible Subordinated Notes due 2024 (the "Initial Securities"). The Initial Securities will be convertible into shares of common stock, par value $0.10 per share, of the Company (the "Common Stock") at the conversion price set forth in the Offering Circular dated December 17, 2003. The Initial Securities will be issued pursuant to an Indenture, dated as of December 22, 2003 (the "Indenture"), between the Company and U.S. Bank National Association, as trustee (the "Trustee"). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company agrees with the Initial Purchaser, for the benefit of (i) the Initial
MENTOR CORPORATION 2-3/4% Convertible Subordinated Notes due January 1, 2024 PURCHASE AGREEMENT December 17, 2003Purchase Agreement • February 13th, 2004 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • New York
OPTION AND ASSET PURCHASE AGREEMENTOption and Asset Purchase Agreement • February 13th, 2004 • Mentor Corp /Mn/ • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS OPTION AND ASSET PURCHASE AGREEMENT(this "Agreement") is entered into and made effective as of September 16, 1997 (the "Effective Date"), by andamong MENTOR CORPORATION, a Minnesota corporation, or its assignee (collectively, "Mentor"), ALCHEMY ENGINEERING, LLC, a California limited liability company d/b/a SiTech, LLC ("SiTech"), and Richard A. Compton and Del J. Petraitis, the individual members of SiTech (such individuals, the "Members"). All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in that certain Exclusive Supply Agreement, of even date herewith, by and between SiTech and Mentor (the "Supply Agreement").
