0000950142-09-001495 Sample Contracts

VOTING AGREEMENT
Voting Agreement • September 25th, 2009 • Ivivi Technologies, Inc. • Electromedical & electrotherapeutic apparatus

VOTING AGREEMENT, dated as of September 24, 2009 (this “Agreement”), by and among Ivivi Technologies, Inc., a New Jersey corporation (the “Company”), Ivivi Technologies, LLC, a Delaware limited liability company (the “Buyer”), and the other parties listed on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement (as defined below).

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • September 25th, 2009 • Ivivi Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York

ASSET PURCHASE AGREEMENT, dated September 24, 2009 (this “Agreement”), by and among Ivivi Technologies, Inc., a New Jersey corporation (the “Company”), Ivivi Technologies LLC, a Delaware limited liability company (the “Buyer”) and, only for purposes of Section 10.16, Ajax Capital LLC, a Delaware limited liability company (“Ajax”). Certain other capitalized terms used herein are defined in Section 10.17 and throughout this Agreement.

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