THE XXXXXX XXXXX
INDIVIDUAL RETIREMENT ACCOUNT
0 XXXXXXXX XXXX
XXXX XXXXXXXX, XXX XXXX 00000
September 30, 1998
THE XXXXX XXXXXXXXX
IRREVOCABLE TRUST U/A/D 3/27/97
c/o Xxxxxxxx Xxxxxxxxxxx & Xxxxx Xxxxxxxx
00 Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Purchase Agreement
235,000 Shares of Common Stock of
BOVIE MEDICAL CORPORATION
This letter agreement (this "Agreement") shall be a legal and binding
agreement between us with respect to the purchase by THE XXXXX XXXXXXXXX
IRREVOCABLE TRUST U/A/D 3/27/97 (the "Buyer") from THE XXXXXX XXXXX INDIVIDUAL
RETIREMENT ACCOUNT (the "Seller") of TWO HUNDRED AND THIRTY FIVE THOUSAND
(235,000) shares of Common Stock, $0.001 par value per share, (collectively, the
"Shares"), of BOVIE MEDICAL CORPORATION (f/n/a AN-CON GENETICS, INC.), a
Delaware corporation (the "Corporation"), on the terms and conditions herein set
forth.
1. Sale of Shares; Purchase Price. (a) The closing of the transactions
contemplated herein (the "Closing") shall occur on December 31, 1998 or such
earlier or later date as determined by the mutual agreement of the parties
hereto (the date on which the Closing occurs being referred to herein as the
"Closing Date"). On the Closing Date, (i) the Seller, shall sell, assign,
transfer and deliver to the Buyer, and the Buyer shall purchase from the Seller,
the Shares, for an aggregate purchase price of ONE HUNDRED THOUSAND ($100,000)
DOLLARS (the "Purchase Price") which will be paid by the Buyer at the Closing by
a wire transfer of immediately available ("fed funds") funds to the bank account
designated by the Seller.
(b) On the Closing Date, the Seller shall deliver to the Buyer the
stock certificates (the "Tendered Certificate") evidencing the Shares as well as
other shares of common stock of the Corporation accompanied by a stock power in
the form attached hereto as Exhibit A duly executed in blank and a letter in the
form attached hereto as Exhibit B containing irrevocable instructions to
THE XXXXX XXXXXXXXX
IRREVOCABLE TRUST U/A/D 3/27/97
September ___, 1998
Page 2
the stock transfer agent of the Corporation to issue and deliver (i) to the
Buyer a stock certificate representing the Shares registered in the name or
names designated by the Buyer and (ii) to the Seller a stock certificate for
that number of shares represented by the Tendered Certificate less the number of
Shares registered in the name designated by the Seller.
2. Representations and Warranties of the Buyer. As an inducement to the
Seller to enter into this Agreement, the Buyer hereby represents and warrants to
the Seller as follows:
(a) This Agreement is duly authorized, executed and delivered by the
Buyer, and constitutes a legal, valid and binding obligation of the Buyer
enforceable against the Buyer in accordance with its terms.
(b) The Buyer has full power and authority to enter into this
Agreement and perform its obligations hereunder and to consummate the
transactions contemplated hereby.
(c) The execution and delivery of this Agreement by the Buyer and the
performance by the Buyer of its obligations hereunder do not conflict with or
result in a breach of any term or provision of the charter documents of the
Buyer or any other agreement of the Buyer or to which the property of the Buyer
is bound.
(d) The Buyer is an "accredited investor" as that term is defined in
Regulation D under the Securities Act of 1933, as amended (the "Securities
Act").
(e) The is purchasing the Shares for the Buyer's own account, for
investment and not with a view to resale or distribution except in compliance
with the Securities Act.
3. Representations and Warranties of the Seller. As an inducement to the
Buyer to enter into this Agreement, the Seller hereby represents and warrants to
the Buyer as follows:
(a) This Agreement is duly authorized, executed and delivered by the
Seller, and constitutes a legal, valid and binding obligation of the Seller
enforceable against the Seller in accordance with its terms.
THE XXXXX XXXXXXXXX
IRREVOCABLE TRUST U/A/D 3/27/97
September ___, 1998
Page 3
(b) The Seller has full power and authority to enter into this
Agreement and perform its obligations hereunder and to consummate the
transactions contemplated hereby.
(c) The execution and delivery of this Agreement by the Seller and
the performance by the Seller of its obligations hereunder do not conflict with
or result in a breach of any term or provision of the charter documents of the
Seller or any other agreement of the Seller or to which the property of the
Seller is bound.
(d) On the date hereof and on the Closing Date the Seller owns
beneficially and of record the Shares and the Seller has good and marketable
title to the Shares, free and clear of any security interest, pledge, mortgage,
lien, call, option, charge, encumbrance, adverse claim, preferential arrangement
or restriction of any kind, including, without limitation, any restriction on
the use, voting, transfer, receipt of income or other exercise of any attributes
of ownership (collectively, an "Encumbrance") except as legended in the stock
certificate representing the Shares.
(e) Upon consummation of the transactions contemplated by this
Agreement on the Closing Date and upon payment in full and receipt of the
Purchase Price, the Buyer will own the Shares free and clear of all Encumbrances
except as legended in the stock certificate representing the Shares.
Please sign below to indicate your acceptance of this Agreement, which
shall be a binding legal obligation. This Agreement may be executed in
counterparts.
Very truly yours,
THE XXXXXX XXXXX INDIVIDUAL
RETIREMENT ACCOUNT
By:
----------------------
Name:
Title: Trustee
[Signatures continued on following page]
THE XXXXX XXXXXXXXX
IRREVOCABLE TRUST U/A/D 3/27/97
September ___, 1998
Page 4
ACCEPTED AND AGREED
AS OF THE DATE FIRST ABOVE WRITTEN:
THE XXXXX XXXXXXXXX
IRREVOCABLE TRUST U/A/D 3/27/97
By: /s/
----------------------------
Name: Xxxxxxxx Xxxxxxxxxxx
Title: Trustee
By: /s/
----------------------------
Name: Xxxxx Xxxxxxxx
Title: Trustee
