EXPLANATORY NOTE TO THIS EXHIBITSecurities Purchase Agreement • November 18th, 2009 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is made as of the 14th day of August, 2009, between ARTHROCARE CORPORATION, a Delaware corporation (the “Company”), and OEP AC HOLDINGS, LLC, a Delaware limited liability company (the “Investor”; the Investor together with any assignee or transferee of the Series A Preferred Stock (as defined below) in accordance with the terms hereof, the “Holders”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 18th, 2009 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [—], 2009, by and among ArthroCare Corporation, a Delaware corporation (the “Company”), and OEP AC Holdings, LLC, a Delaware limited liability company (the “Purchaser”).
THIRD AMENDMENT TO CREDIT AGREEMENT AND FORBEARANCE AGREEMENTCredit Agreement And • November 18th, 2009 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND FORBEARANCE AGREEMENT (this “Agreement”), dated as of August 14 2009, by and among ArthroCare Corporation, a Delaware corporation (the “Borrower”), ArthroCare Medical Corporation, a Nevada corporation (“Medical”, and together with the Borrower, the “Loan Parties”), the financial institutions party hereto (collectively, the “Lenders”) and Bank of America, N.A., as administrative agent for the Lenders (in such capacity, the “Agent”), Swing Line Lender and L/C Issuer (all capitalized terms used in this Agreement shall have the meanings set forth in the Credit Agreement, unless otherwise defined or the context otherwise requires).
ARTHROCARE CORPORATION Building Two, Suite 100 Austin, Texas 78735 August 14, 2009Securities Purchase Agreement • November 18th, 2009 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus
Reference is made to the Securities Purchase Agreement (the “Agreement”), entered into as of August 14, 2009, by and between ArthroCare Corporation, a Delaware corporation (the “Company”), and OEP AC Holdings, LLC, a Delaware limited liability company. This letter (the “Disclosure Letter”) is being provided pursuant to Section 2 of the Agreement and the information and disclosures contained herein are intended only to qualify and limit the representations and warranties contained in the Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.
ArthroCare CorporationArthrocare Corp • November 18th, 2009 • Electromedical & electrotherapeutic apparatus
Reference is hereby made to the Securities Purchase Agreement dated as of August 14, 2009 (the “Purchase Agreement”), between ArthroCare Corporation, a Delaware corporation (the “Company”), and OEP AC Holdings, LLC, a Delaware limited liability company (the “Investor”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Purchase Agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
AMENDMENT TO SUPPLY AND DISTRIBUTION AGREEMENTSupply and Distribution Agreement • November 18th, 2009 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus
This Amendment by and between Smith & Nephew, Inc, (“SNN”), ArthroCare Corporation Cayman Islands and ArthroCare Corporation, (collectively “ArthroCare”) effective as of September 20th, 2007 (the “Effective Date”) is a modification to the Supply and Distribution Agreement entered as of September 2, 2005 by and between the same parties hereto (the “Supply Agreement”). Unless defined separately herein, capitalized terms shall have the meanings assigned to them in the Supply Agreement.
