VOLC » Topics » RECITALS

This excerpt taken from the VOLC 8-K filed Jul 8, 2009.

RECITALS

A. Volcano, Volcano Japan and Goodman have had a distribution relationship (the “Distribution Relationship”) where Goodman distributes certain of Volcano’s Intravascular Ultrasound (“IVUS”) and Functional Measurement (“FM”) consoles and other products in Japan on a purchase order by purchase order basis and the parties now desire to memorialize the termination of the Distribution Relationship pursuant to this Termination Agreement.

B. Volcano, Volcano Japan and Goodman are parties to (i) those certain Software Support and Maintenance Agreements executed on various dates (collectively, the “Software Agreements”), (ii) the Shurigyo Itaku Keiyakusho dated June 1, 2006 (the “Service Consignment Agreement”), (iii) those certain Quality Assurance Agreements executed on various dates (collectively, the “Quality Agreements”), (iv) those certain Equipment Loan Agreements executed on various dates (collectively, the “Equipment Loan Agreements”), (v) those certain Equipment Rental Agreements executed on various dates (collectively, the “Equipment Rental Agreements”), and (vi) an oral agreement concerning the payment of certain expenses associated with a clinical trial relating to the detection and characterization of coronary atherosclerosis through the use of certain products of Volcano (hereinafter such clinical trial referred to as the “Toyohashi Special Trial”, and such oral agreement referred to as the “Special Trial Agreement”).

These excerpts taken from the VOLC 10-K filed Mar 10, 2009.

RECITALS

WHEREAS, the Boards of Directors of each of Parent, Merger Sub, and the Company deem it advisable that Parent acquire the Company;

WHEREAS, the acquisition by Parent of the Company shall be effected in accordance with the Delaware General Corporation Law (the “DGCL”) and the terms of this Agreement through a transaction in which Merger Sub will merge with and into the Company (the “Merger”), with the Company being the surviving corporation in the Merger and becoming a wholly owned subsidiary of Parent (the Surviving Corporation”);

WHEREAS, the Board of Directors of the Company (i) has determined that the Merger is in the best interests of the Company and its stockholders, (ii) has determined that this Agreement is advisable and has approved this Agreement, the Merger and the other transactions contemplated by this Agreement, and (iii) has determined to recommend that the stockholders of the Company approve this Agreement;

WHEREAS, as an inducement to Parent to enter into this Agreement, concurrently with the execution and delivery of this Agreement by the parties hereto, each employee of the Company set forth on Exhibit B (each, a “Key Employee”) will execute and deliver to Parent a Non-Competition Agreement substantially in the form attached hereto as Exhibit C and an Offer Letter in a form reasonably satisfactory to Parent, each of which to be executed at Closing; and

NOW, THEREFORE, in consideration of the premises, and the covenants, promises, representations and warranties set forth herein, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by the parties), intending to be legally bound hereby, the parties agree as follows:

RECITALS

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">WHEREAS, the Boards of Directors of each of Parent, Merger Sub, and the Company deem it advisable that Parent
acquire the Company;

WHEREAS, the acquisition by Parent of the Company shall be effected in
accordance with the Delaware General Corporation Law (the “DGCL”) and the terms of this Agreement through a transaction in which Merger Sub will merge with and into the Company (the “Merger”), with the
Company being the surviving corporation in the Merger and becoming a wholly owned subsidiary of Parent (the Surviving Corporation”);

FACE="Times New Roman" SIZE="2">WHEREAS, the Board of Directors of the Company (i) has determined that the Merger is in the best interests of the Company and its stockholders, (ii) has determined that
this Agreement is advisable and has approved this Agreement, the Merger and the other transactions contemplated by this Agreement, and (iii) has determined to recommend that the stockholders of the Company approve this Agreement;

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">WHEREAS, as an inducement to Parent to enter into this Agreement, concurrently with the execution and delivery of
this Agreement by the parties hereto, each employee of the Company set forth on Exhibit B (each, a “Key Employee”) will execute and deliver to Parent a Non-Competition Agreement substantially in the form attached
hereto as Exhibit C and an Offer Letter in a form reasonably satisfactory to Parent, each of which to be executed at Closing; and

SIZE="2">NOW, THEREFORE, in consideration of the premises, and the covenants, promises, representations and warranties set forth herein, and for other good and valuable consideration (the receipt
and sufficiency of which are hereby acknowledged by the parties), intending to be legally bound hereby, the parties agree as follows:

SIZE="2">SECTION 1

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