ASSET PURCHASE AGREEMENT DATED AS OF NOVEMBER 5, 2010 BY AND AMONG NOVADAQ CORP., PLC SYSTEMS INC., PLC MEDICAL SYSTEMS, INC., PLC SISTEMAS MEDICOS INTERNACIONAIS (DEUTSCHLAND) GMBH AND SOLELY FOR THE LIMITED PURPOSE OF SECTION 12.20, NOVADAQ...Asset Purchase Agreement • November 10th, 2010 • PLC Systems Inc • Electromedical & electrotherapeutic apparatus • New York
THIS ASSET PURCHASE AGREEMENT (including the Sellers Disclosure Schedule, the Buyer Disclosure Schedule and all other schedules and exhibits attached hereto and as amended from time to time, this “Agreement”) is made as of November 5, 2010, by and among Novadaq Corp., a Delaware corporation (“Buyer”), PLC Systems Inc., a Yukon Territory corporation (“PLC Parent”), PLC Medical Systems, Inc., a Delaware corporation that is a wholly-owned subsidiary of PLC Parent (“PLC”), PLC Sistemas Medicos Internacionais (Deutschland) GmbH, a German corporation that is a wholly-owned subsidiary of PLC Parent (“PLC Germany”, together with PLC Parent and PLC, collectively, “Sellers” and individually, a “Seller”), and as an additional party for the limited purpose of Section 12.20 of this Agreement, Novadaq Technologies Inc., a Canadian corporation of which Buyer is a wholly-owned subsidiary (“Buyer Parent”). Certain capitalized terms used in this Agreement are defined on Exhibit A hereto.
