AGREEMENT AND PLAN OF MERGER BY AND AMONG CRYOLIFE, INC., CL CROWN, INC., HEMOSPHERE, INC. AND STOCKHOLDER REPRESENTATIVE DATED AS OF MAY 14, 2012 NOTE: THIS AGREEMENT AND PLAN OF MERGER IS SUBJECT TO REVISION BY THE COMPANY AT ANY TIME AND MUST BE...Agreement and Plan of Merger • July 31st, 2012 • Cryolife Inc • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 14, 2012 by and among Cryolife, Inc. a Florida corporation (the “Parent”), CL Crown, Inc., a Delaware corporation (“Merger Sub”), Hemosphere, Inc., a Delaware corporation (the “Company”), and Mitchell Dann, solely in his capacity as the Company Stockholders’ representative (the “Stockholder Representative”).
WAIVER AGREEMENTWaiver Agreement • July 31st, 2012 • Cryolife Inc • Surgical & medical instruments & apparatus • New York
THIS WAIVER AGREEMENT (the “Agreement”) is entered into as of May 14, 2012, by and among CryoLife, Inc., a Florida corporation (“CryoLife”), AuraZyme Pharmaceuticals, Inc., a Florida corporation (“AuraZyme”), CryoLife International, Inc., a Florida corporation (“International”), Cardiogenesis Corporation, a Florida corporation (“Cardiogenesis”) (CryoLife, AuraZyme, International and Cardiogenesis are sometimes referred to herein together as the “Borrowers” and individually as a “Borrower”), CryoLife, as Borrower Representative, the other Credit Parties party hereto, General Electric Capital Corporation, a Delaware corporation (the “Agent”), as administrative agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender and L/C Issuer, and such Lenders.
SETTLEMENT AGREEMENT AND MUTUAL RELEASESSettlement Agreement and Mutual Releases • July 31st, 2012 • Cryolife Inc • Surgical & medical instruments & apparatus
COME NOW, Plaintiff CryoLife, Inc. (“CryoLife”) and Defendant Medafor, Inc. (“Medafor”), and, pursuant to Rule 41(a)(1)(ii) of the Federal Rules of Civil Procedure, hereby stipulate that the above cause be dismissed with prejudice with regard to all claims and counterclaims that have been raised between the parties to this lawsuit, and that each party will bear its own costs and attorneys’ fees. The Parties further agree that this Court will retain jurisdiction of this matter solely for the purpose of enforcing the terms of the Settlement Agreement.
SETTLEMENT AND RELEASE AGREEMENTSettlement and Release Agreement • July 31st, 2012 • Cryolife Inc • Surgical & medical instruments & apparatus
This Settlement and Release Agreement (“Agreement”) is effective as of June 14th, 2012 (the “Effective Date”), by and between CardioFocus, Inc. (“CardioFocus” or a “Party”), a Massachusetts corporation, and Cardiogenesis Corporation (“Cardiogenesis” or a “Party”), a Florida corporation. CardioFocus and Cardiogenesis are sometimes referred to hereinafter collectively as the “Parties.”
