CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • October 31st, 2003 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus
This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of , 200 (this “Agreement”), is entered into by and among MEDICAL DEVICE ALLIANCE INC., a Nevada corporation (the “Company”), ARTHROCARE CORPORATION, a Delaware corporation (“Parent”), ALPHA MERGER SUB CORPORATION, a Nevada corporation (“Merger Sub”), (the “Rights Agent”) and Frank Bumstead (the “Stockholders’ Agent”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG ARTHROCARE CORPORATION, ALPHA MERGER SUB CORPORATION AND MEDICAL DEVICE ALLIANCE INC. DATED AS OF OCTOBER 23, 2003Merger Agreement • October 31st, 2003 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • Nevada
AGREEMENT AND PLAN OF MERGER, dated as of October 23, 2003 (this “Agreement”), by and among ArthroCare Corporation, a corporation organized under, and governed by, the laws of the State of Delaware, whose address is 680 Vaqueros Avenue, Sunnyvale, California (“Parent”), Alpha Merger Sub Corporation, a corporation organized under, and governed by, the laws of the State of Nevada, whose address is 680 Vaqueros Avenue, Sunnyvale, California, and a wholly-owned subsidiary of Parent (“Merger Sub”), and Medical Device Alliance Inc., a corporation organized under, and governed by, the laws of the State of Nevada, whose address is 5851 West Charleston, Las Vegas, Nevada (the “Company”).
STOCKHOLDER WAIVER AGREEMENTStockholder Waiver Agreement • October 31st, 2003 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • Nevada
This STOCKHOLDER WAIVER AGREEMENT (“Agreement”) is being executed and delivered as of October 23, 2003 on behalf of (“Stockholder”) to and in favor of, and for the benefit of, MEDICAL DEVICE ALLIANCE INC., a Nevada corporation (the “Company”) and ARTHROCARE CORPORATION, a Delaware corporation (“Parent”).
STOCKHOLDER SUPPORT AGREEMENT BY AND AMONG ARTHROCARE CORPORATION ALPHA MERGER SUB CORPORATION AND VEGAS VENTURES, LLC DATED AS OF OCTOBER 23, 2003Stockholder Support Agreement • October 31st, 2003 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • Nevada
STOCKHOLDER SUPPORT AGREEMENT, dated as of October 23, 2003 (this “Agreement”), by and among ArthroCare Corporation, a Delaware corporation (“Parent”), Alpha Merger Sub Corporation, a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Vegas Ventures, LLC (the “Stockholder”).
STOCKHOLDER WAIVER AGREEMENTStockholder Waiver Agreement • October 31st, 2003 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • Nevada
This STOCKHOLDER WAIVER AGREEMENT (“Release”) is being executed and delivered as of October 23, 2003 on behalf of the parties identified on EXHIBIT A hereto (all of whom are referred to collectively as the “Releasors,” and each of whom is referred to individually as a “Releasor”) to and in favor of, and for the benefit of, MEDICAL DEVICE ALLIANCE INC., a Nevada corporation (the “Company”), ARTHROCARE CORPORATION, a Delaware corporation (“Parent”), and the other Releasees (as defined in Section 2 below).
STOCKHOLDER SUPPORT AGREEMENT BY AND AMONG ARTHROCARE CORPORATION ARTHROCARE MERGER SUB CORPORATION AND CERTAIN STOCKHOLDERS OF MEDICAL DEVICE ALLIANCE INC. DATED AS OF OCTOBER 23, 2003Stockholder Support Agreement • October 31st, 2003 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • Nevada
STOCKHOLDER SUPPORT AGREEMENT, dated as of October 23, 2003 (this “Agreement”), by and among ArthroCare Corporation, a Delaware corporation (“Parent”), Alpha Merger Sub Corporation, a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the parties listed on Annex A hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
