Stock Purchase Agreement

EXECUTION COPY

STOCK PURCHASE AGREEMENT

dated as of

April 30, 2006

by and among

LASERSCOPE,

INNOVAQUARTZ INCORPORATED

and

THE STOCKHOLDERS OF INNOVAQUARTZ INCORPORATED

STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 30th day of April 2006, by and among Laserscope, a California corporation (the “Purchaser”), InnovaQuartz Incorporated, an Arizona corporation (the “Company”), The Griffin Family Revocable Trust (the “Griffin Trust”), Steve Griffin (“Mr. Griffin”) and Brian Barr (“Mr. Barr”). The Griffin Trust and Mr. Barr as sometimes referred to herein individually as a “Stockholder” and collectively as the “Stockholders.” Mr. Griffin and Mr. Barr as sometimes referred to herein individually as a “Company Principal” and collectively as the “Company Principals.”

RECITALS

     A. The Board of Directors of Purchaser believes it is in the best interests of Purchaser and its stockholders to acquire all of the issued and outstanding capital stock of the Company, all of which capital stock is owned or held of record by the Stockholders, all upon the terms and subject to the conditions set forth herein (the “Acquisition”), such that upon consummation of the Acquisition Purchaser will own all of the issued and outstanding capital stock of the Company.

     B. As an inducement for Purchaser to consummate the Acquisition, the Company, the Stockholders and the Company Principals have agreed to make certain representations, warranties, covenants and other agreements in connection with the Acquisition, all as set forth herein.

     C. As a further inducement for Purchaser to consummate the Acquisition, each of the Company Principals has agreed to enter into an Employment Agreement (collectively, the “Employment Agreements”), which shall be effective only upon the closing of the Acquisition and shall be substantially in the form of Exhibit A hereto, in the case of Mr. Griffin, and substantially in the form of Exhibit B hereto, in the case of Mr. Barr.

AGREEMENT

     In consideration of the mutual promises, agreements, warranties and provisions contained in this Agreement, the parties hereto, intending to be legally bound, hereby agree as follows:

SECTION 1

PURCHASE AND SALE OF SHARES

     1.1 Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, Purchaser hereby agrees to purchase at the Closing (as defined below) and the Stockholders agree to sell, convey, transfer, assign and deliver to Purchaser at the Closing, free and clear of all liens, encumbrances or other defects of title, all of the issued and outstanding shares of capital stock of the Company and/or any rights to acquire shares of the capital stock of the Company, beneficially owned or held of record and to be beneficially owned or held of record by the Stockholders, in each case as set forth adjacent the Stockholders’ names in Section 1.1 of the Company Disclosure Schedule, such that on the Closing Date (as defined below) Purchaser shall be the sole record and beneficial owner of all outstanding shares and rights to acquire shares of the Company’s capital stock (the “Shares”).

     1.2 Consideration.

          (a) The total consideration to be paid by Purchaser for the Shares shall be an aggregate of Seven Million Five Hundred Twenty Six Thousand One Hundred Twenty Two Dollars ($7,526,122) (the “Total Initial Payment”), plus the Earnout Amounts, if any, as determined in accordance with Sections 1.3 and 1.4 below (such amount, the “Purchase Price”). At the Closing, Purchaser shall pay to the Griffin Trust $5,017,414.67 of the Total Initial Payment and shall pay to Mr. Barr $2,508,707.33 of the Total Initial Payment, in each case either by check or wire transfer of immediately available funds pursuant to wire transfer instructions delivered by each Stockholder to Purchaser at least two (2) Business Days prior to the Closing Date.

          (b) As additional consideration for the obligations of the Stockholders, the Company Principals and the Company hereunder, Purchaser shall, as of the Closing: (i) assume the capital equipment financing obligation of the Company as set forth in Section 1.2 of the Company Disclosure Schedule (so as to terminate any further obligation of the Stockholders with respect thereto); and (ii) fully pay all principal and accrued interest owing to the holders of the promissory notes, having an aggregate principal amount of $310,217, set forth in Section 1.2 of the Company Disclosure Schedule (the “Barr Note Payments”).

     1.3 Earnout Payments.

          (a) Earnout Payment Schedule. Subject to Purchaser’s rights of set-off set forth in Section 8.3 hereof, the Stockholders shall be entitled to receive the Earnout Amounts (as defined in Section 1.4 below) as follows:

               (i) 50% of the Total First Earnout Amount will be paid to the Stockholders within 30 days of the final determination of the Total First Earnout Amount in accordance with Section 1.3(f), and the balance of the Total First Earnout Amount will be paid to the Stockholders within 30 days of completion of Purchaser’s audited financials for calendar year 2007;

               (ii) 50% of the Total Second Earnout Amount will be paid to the Stockholders within 30 days of the final determination of the Total Second Earnout Amount in accordance with Section 1.3(f), and the balance of the Total Second Earnout Amount will be paid to the Stockholders within 30 days of completion of Purchaser’s audited financials for calendar year 2008; and

               (iii) 50% of the Total Third Earnout Amount will be paid to the Stockholders within 30 days of the final determination of the Total Third Earnout Amount in accordance with Section 1.3(f), and the balance of the Total Third Earnout Amount will be paid to the Stockholders within 30 days of completion of Purchaser’s audited financials for calendar year 2009.

          (b) Earnout Payment Allocations. Subject to Section 1.3(c), Section 1.3(g)(ii) and Purchaser’s rights of set-off set forth in Section 8.3 hereof, two-thirds of each of the Earnout Amounts shall be payable in cash to Mr. Griffin and one-third of each of the Earnout Amounts shall be payable in cash to Mr. Barr, in each case by wire transfer of immediately available funds pursuant to wire transfer instructions promptly delivered by each Stockholder to Purchaser upon Purchaser’s request.

          (c) Compliance with Agreements.

               (i) Each Stockholder’s right to receive his or its portion of each of the Earnout Amounts is contingent upon such Stockholder (or, in the case of the Griffin Trust, Mr. Griffin) being in material compliance with the non-competition and non-solicitation sections of his Employment Agreement at all times prior to the payment of such Earnout Amount; provided, however, if any material non-compliance is inadvertent or unintentional, is curable (whether through the payment of damages or losses sustained by Purchaser or otherwise), and the non-complying party has given Purchaser written notice promptly (but no later than 5 business days) after first becoming aware of the facts, events or actions that caused, or could reasonably be expected to cause, such material non-compliance, the non-complying party shall have 10 business days to cure such non-compliance, whereupon such Stockholder’s rights to any Earnout Amounts paid or payable after the date of the non-complying party’s notice to Purchaser shall be reinstated; provided, further, if Purchaser has any basis (other than receipt of the notice referenced in the first proviso above) to allege any material non-compliance with the non-competition and non-solicitation sections of the Employment Agreement, then Purchaser, as a condition precedent to invoking its rights pursuant to this Section 1.3(c)(i), shall have given such Stockholder (and, in the case of the Griffin Trust, Mr. Griffin) written notice of the alleged breach of such non-competition and non-solicitation sections within 30 days of Purchaser first becoming aware of the facts, events or actions that form the basis for such allegation

               (ii) Each Stockholder’s right to receive his or its portion of each of the Earnout Amounts is also contingent upon such Stockholder (and, in the case of the Griffin Trust, Mr. Griffin) being in material compliance with the post-Closing operational covenants of the Company set forth in Section 6.10(a) and (d) of this Agreement; provided, that Purchaser, as a condition precedent to invoking its rights pursuant to this Section 1.3(c)(ii), has given such Stockholder (and, in the case of the Griffin Trust, Mr. Griffin) notice of any determination by Purchaser of such Stockholder’s (or, in the case of the Griffin Trust, Mr. Griffin’s) material non-compliance with the terms of Section 6.10(a) or (d) of this Agreement, and, to the extent such non-compliance is curable (whether through the payment of damages or losses sustained by Purchaser or otherwise), such Stockholder (and, in the case of the Griffin Trust, Mr. Griffin) has been afforded a reasonable opportunity (not to exceed 30 days) to cure such non-compliance, whereupon such Stockholder’s rights to any Earnout Amounts paid or payable after the date of Purchaser’s notice shall be reinstated).

          (d) Change of Control Transaction. In the event a Change of Control Transaction is completed at any time during the period beginning on the date hereof and ending on the earlier of (i) the satisfaction or termination of Purchaser’s payment obligations to the Stockholders with respect to the Earnout Amounts or (ii) the third anniversary of the Closing Date (the “Restricted Period”), either (A) Purchaser shall require the successor entity to expressly agree in writing to assume all such payment obligations as specified in Sections 1.3 and 1.4 hereof and Purchaser’s operational covenants specified in Section 6.10 hereof; or (B) in lieu thereof, Purchaser or the successor entity shall, at or prior to the closing of the Change of Control Transaction and as a condition thereof, pay to the Stockholders, in full satisfaction of such payment obligations, the following percentages of the maximum buyout amount of $15,000,000 (the “Maximum Buyout Amount”): (I) 50% of the Maximum Buyout Amount less the aggregate amount of all Earnout Amounts paid, or which would have been payable but for a Stockholder’s (or, in the case of the Griffin Trust, Mr. Griffin’s) noncompliance with Section 1.3(c) or Purchaser’s exercise of its rights of set-off set forth in Section 8.3, prior to the date of the Change of Control Transaction, in the event the Change of Control Transaction occurs on or prior to the first anniversary of the Closing Date; (II) 73% of the Maximum Buyout Amount less the aggregate amount of all Earnout Amounts paid, or which would have been payable but for a Stockholder’s (or, in the case of the Griffin Trust, Mr. Griffin’s)noncompliance with Section 1.3(c) or Purchaser’s exercise of its rights of set-off set forth in Section 8.3, prior to the date of the Change of Control Transaction, in the event the Change of Control Transaction occurs after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date; and (III) 100% of the Maximum Buyout Amount less the aggregate amount of all Earnout Amounts paid, or which would have been payable but for a Stockholder’s (or, in the case of the Griffin Trust, Mr. Griffin’s) noncompliance with Section 1.3(c) or Purchaser’s exercise of its rights of set-off set forth in Section 8.3, prior to the date of the Change of Control Transaction, in the event the Change of Control Transaction occurs after the second anniversary of the Closing Date but on or prior to the third anniversary of the Closing Date.

          (e) Product Sales Limitations. Prior to the expiration of the Restricted Period and except as contemplated and permitted by Section 6.10(d), Purchaser shall not (i) impose any sales prohibitions or take other actions to exclude any of the Company Developed Products included in the Baseline Budget from its sales efforts (unless it shall permit the Company to sell any such Company Developed Products exclusively), including, without limitation, but only in the event Purchaser elects to sell any Company Developed Products, the implementation of any commission or compensation structure that provides for compensation to Purchaser’s salespersons, representatives, distributors or other persons responsible for the sale by Purchaser of Company Developed Products after the Closing that is less favorable to such persons than the commission or compensation structure applicable to their sales of Purchaser’s like products of comparable quality in the same markets, (ii) impose any material restriction during any calendar year in the Restricted Period on the Company’s expenditure or application of its financial, capital and other resources during such calendar year or the Company’s employee staffing levels during such calendar year, in each case, subject to the amounts and other limitations applicable to such calendar year as set forth in the Baseline Budget, or (iii) otherwise restrict the Company’s sales of the Company Developed Products included in the Baseline Budget in a manner that results in a reduction in sales of such Company Developed Products (a “Product Sales Limitation”); provided, however, a Product Sales Limitation shall exclude, and not result from Purchaser’s imposition of, (A) any sales prohibitions or the taking of other actions required to address a quality assurance or

acceptance or rejection period specified therein; however, Purchaser and each of the Stockholders and the Company Principals further agrees and acknowledges that if the Boston Scientifics Supply Agreement is amended post-Closing in a manner that enables the recognition of any revenue generated thereunder in an earlier calendar year than is contemplated in the initial Baseline Budget, then the gross revenue and pre-tax profits targets set forth in the initial Baseline Budget will be revised to appropriately reflect such earlier revenue recognition;

               (ii) subject to the Company Principals’ compliance with Section 6.10(b) hereof, any and all sales of Company Developed Products completed during any calendar year ending within the Restricted Period, whether by the Company or the Purchaser, shall be deemed made 100% by the Company and included in the Company’s gross revenue for such calendar year at the sale price paid by the customer;

               (iii) subject to the Company Principals’ compliance with Section 6.10(c) hereof, the percentage of any and all sales of Jointly Developed Products completed during any calendar year ending within the Restricted Period allocable to the Company as mutually agreed by the parties pursuant to Section 6.10(c), whether by the Company or the Purchaser, shall be deemed made by the Company and the same percentage of the gross revenue generated from such sales, based on the sale price paid by the customer, shall be included in the Company’s gross revenue for such calendar year;

               (iv) except for the types and amounts of charges or expenses attributable to the Company pursuant to the Baseline Budget, no one-time charges or expenses attributable to any Subsidiary of Purchaser other than the Company shall be allocated to the Company in calculating the Company’s pre-tax profit;

               (v) for calendar year 2006, any fees and expenses incurred or reasonably expected to be incurred by the Company, the Stockholders or the Company Principals in connection with the negotiation of the terms and conditions of this Agreement and the completion of the Acquisition, including all legal, accounting, financial advisory, consulting and other fees and expenses of third parties, shall, subject to such parties’ compliance with Section 6.1 hereof, be excluded for the purpose of calculating Company pre-tax profit; and

               (vi) Purchaser’s payment of any Earnout Amount shall not be deemed an expense of the Company for the purpose of calculating any Earnout Amount.

          (g) Baseline Cap Production and Reinvestment Requirement. Notwithstanding any other term of this Section 1.3 or Section 1.4 below, Purchaser acknowledges and agrees that: (i) the Company’s attainment of the Baseline Cap Production Requirement shall be excused as a condition to the accrual of any Earnout Amount to the extent that Purchaser does not submit orders for (or otherwise directs the Company not to produce) a number of caps equal to or greater than the Baseline Cap Production Requirement; and (ii) to the extent the amount, if any, comprising the Reinvestment Requirement for each calendar year ending within the Restricted Period is not reinvested by the Company in approved research and development or product marketing activities during such calendar year after expending commercially reasonable efforts to effect such reinvestments, then the Earnout Amount, if any, for such calendar year shall be reduced dollar-for-dollar by the amount of such reinvestment shortfall, but in no event shall exceed 10% of such Earnout Amount, and such reduction shall be the sole effect from the Company’s failure to fully reinvest the amount comprising the Reinvestment Requirement for that calendar year.

           (h) Determination of Earnout Amounts. Within 30 days after Purchaser’s completion of its audited financials for the applicable calendar year (namely, calendar year 2006 in the case of the Total First Earnout Amount, calendar year 2007 in the case of the Total Second Earnout Amount, and calendar year 2008 in the case of the Total Third Earnout Amount), Purchaser shall submit to the Stockholders a calculation, with reasonable detail, of the applicable Earnout Amount and the Stockholders shall have 15 days thereafter to dispute such calculation by submitting a written dispute notice to Purchaser. Purchaser shall make the books and records of account of the Company fully available to the Stockholders and the Stockholders’ representatives until such time as all Earnout Amounts due and payable hereunder have been finally determined solely for use in verifying and calculating the applicable Earnout Amount. Subject to the full availability of the books and records of account of the Company, the Stockholders’ failure to provide Purchaser written notice of dispute within such 15 days shall be deemed acceptance by the Stockholders of Purchaser’s calculation. If the Stockholders do not timely dispute Purchaser’s calculation or the Stockholders earlier accept Purchaser’s calculation in writing, then Purchaser shall promptly remit the applicable Earnout Amount to the Stockholders. If the Stockholders timely dispute Purchaser’s calculation, then Purchaser and the Stockholders shall have 20 days to negotiate in good faith to resolve the dispute. If such parties do not reach a mutually acceptable resolution from such negotiations, then the dispute shall be submitted to a nationally recognized public accounting firm agreeable to each such party and with whom neither such party (or any of its Affiliates) has had a relationship within the past 24 months. Such accounting firm and the Stockholders shall be given reasonable access to all relevant records of the Company to calculate the applicable Earnout Amount, which calculation shall be submitted by the accounting firm to Purchaser and the Stockholders within 45 days. Each of Purchaser and the Stockholders shall have 20 days thereafter to submit to each other and the accounting firm written comments on such calculation and an additional 20 days to similarly submit to each other and the accounting firm written rebuttal comments to each other’s initial comments. Within 15 days after the rebuttal comment period, the accounting firm shall submit its final calculation to each of Purchaser and the Stockholders, which shall be final and binding on the parties hereto, and after which Purchaser shall promptly remit the applicable Earnout Amount (if any) as so calculated to the Stockholders. Purchaser and the Stockholders shall share equally the fees and expenses of such accounting firm, provided if the applicable Earnout Amount as finally determined by the accounting firm is more than twenty-five percent (25%) greater than Purchaser’s original calculation of such Earnout Amount, all of such fees and expenses shall be paid by Purchaser. Interest shall accrue on any unpaid portion of the applicable Earnout Amount commencing on the date the Stockholders give notice of dispute of Purchaser’s calculation of such Earnout Amount; provided, however, that Purchaser may remit to the Stockholders such amount as Purchaser deems not in dispute and interest shall thereupon accrue only on the difference, if any, ultimately determined in accordance with this Section 1.3(f). The rate of interest shall be the rate of interest then published by Bank of America, San Francisco, California, as its “prime” lending rate for commercial borrowers.

     1.4 Earnout Amounts.

          (a) Certain Definitions.

               (i) “Baseline Budget” means the budget for calendar years 2006, 2007 and 2008 as set forth in Exhibit C attached hereto, which sets forth the gross revenue and pre-tax profit targets for each of these calendar years, as amended and updated from time to time in accordance with Section 6.10(e). The Baseline Budget will provide for continued manufacture of at least 125,000 caps per year by the Company for Purchaser on a cost basis with the same level of quality and timing of delivery as is currently being provided to Purchaser by the Company (the “Baseline Cap Production Requirement”); provided, however, if Purchaser funds the capital expenditures necessary to double the Company’s cap production capacity (which are not expected to exceed $100,000 plus incremental labor costs), the Baseline Cap Production Requirements shall be increased to 250,000 caps per year. In addition, the Baseline Budget for each of calendar years 2006, 2007 and 2008 shall, at the direction of Purchaser in its sole discretion, require and reflect the Company’s reinvestment of up to 7% or $250,000 of its revenue, whichever is greater (the “Reinvestment Requirement”), towards research and development activities, which amounts shall be fully reflected as expenses for purposes of determining the pre-tax profit targets for each of these calendar years. The Reinvestment Requirement will also include, at the direction of Purchaser in its sole discretion, up to certain levels of investment in product marketing to be identified in the Baseline Budget.

               (ii) “Boston Scientific Supply Agreement” means the Supply Agreement dated as of February 11, 2005 by and between Boston Scientific Corporation and the Company.

               (iii) “Change of Control Transaction” means (1) a sale of all or substantially all of Purchaser’s assets, or (2) any merger, consolidation or other business combination transaction of Purchaser with or into another corporation, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of Purchaser outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of Purchaser (or the surviving entity) outstanding immediately after such transaction, or (3) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of Purchaser.

               (iv) “Company Developed Products” means the Company’s existing products and products in development as of the Closing Date as identified in the Baseline Budget and any new products independently developed by the Company after the Closing Date without any development contribution from Purchaser or any of its subsidiaries or affiliates other than the Company, including without limitation concept generation, design, prototyping, manufacturing, testing and validation services.

               (v) “Earnout Amounts” shall mean the Total First Earnout Amount, the Total Second Earnout Amount, and the Total Third Earnout Amount.

               (vi) “First Earnout Shortfall Payment” means the amount obtained by multiplying (x) the unpaid Maximum First Earnout Amount divided by 20, by (y) the lesser of (1) the number equal to the difference between 80% and the percentage of the revenue target set forth in the Baseline Budget actually achieved for 2006 or (2) the number equal to the difference between 80% and the percentage of the pre-tax profit target set forth in the Baseline Budget actually achieved for 2006.

               (vii) “Jointly Developed Products” means new products or product improvement projects that are jointly developed by the Company and Purchaser or any of Purchaser’s other subsidiaries or affiliates as a result of any development contribution from Purchaser or such other subsidiaries or affiliates, including without limitation concept generation, design, prototyping, manufacturing, testing and validation services. For the purposes of determining the status of any new product as a Company Developed Product or a Jointly Developed Product, Purchaser and the Stockholders shall mutually identify in writing, prior to the commencement of development of such new product, any development contribution by Purchaser that shall cause such new product to be a Jointly Developed Product, and, in the absence of any identified development contribution by Purchaser, such new product shall be deemed a Company Developed Product.

               (viii) “Second Earnout Shortfall Payment” means the amount obtained by multiplying (x) the Maximum Second Earnout Amount (reduced by the amount of the First Earnout Shortfall Carryover) divided by 20, by (y) the lesser of (1) the number equal to the difference between 80% and the percentage of the revenue target set forth in the Baseline Budget actually achieved for 2007 or (2) the number equal to the difference between 80% and the percentage of the pre-tax profit target set forth in the Baseline Budget actually achieved for 2007.

               (ix) “Sub-Baseline Budget” means for each calendar year reflected in the Baseline Budget, a gross revenue target equal to 80% of the gross revenue target set forth in the Baseline Budget for that calendar year and 80% of the pre-tax profit target set forth in the Baseline Budget for that calendar year.

               (x) “Third Earnout Shortfall Payment” means the amount obtained by multiplying (x) the Maximum Third Earnout Amount (reduced by the amount of the Second Earnout Shortfall Carryover) divided by 20, by (y) the lesser of (1) the number equal to the difference between 80% and the percentage of the revenue target set forth in the Baseline Budget actually achieved for 2008 or (2) the number equal to the difference between 80% and the percentage of the pre-tax profit target set forth in the Baseline Budget actually achieved for 2008.

          (b) Total First Earnout Amount.

               (i) Actual First Earnout Amount. The Stockholders shall be entitled to receive, subject to Section 1.3(c) and Purchaser’s rights of set-off set forth in Section 8.3 hereof, up to $1,500,000 of additional consideration (the “Maximum First Earnout Amount”) as follows: (A) if the Company’s 100W Holmium side-firing fiber is completely validated by Purchaser for use with the 100W Holmium lasers currently available for the treatment of BPH using laser vaporization in accordance with cost and technical validation criteria set forth on Exhibit D hereto, and ready to ship by the start of the 2006 Annual Meeting of the American Urological Association (May 20, 2006), the Stockholders shall be entitled to receive $1,000,000 of the Maximum First Earnout Amount (the “H100 Payment”); (B) if the Company’s revenues and pre-tax profits in calendar year 2006 equal or exceed the 2006 target amounts set forth in the Baseline Budget and, subject to Section 1.3(g) hereof, the Baseline Cap Production Requirement is satisfied for such year, the Stockholders shall be entitled to receive 100% of the then remaining portion of the Maximum First Earnout Amount; and (C) if the Company’s revenues and/or pre-tax profits in calendar year 2006 are less than the 2006 target amounts in the Baseline Budget but both revenues and pre-tax profits exceed the 2006 target amounts in the Sub-Baseline Budget and, subject to Section 1.3(g) hereof, the Baseline Cap Production Requirement is satisfied for such year, the Stockholders shall be entitled to receive a portion of the Maximum First Earnout Amount equal to the First Earnout Shortfall Payment (the total amount that becomes due and payable to the Stockholders pursuant to clauses (A), (B) and/or (C) above being, the “Actual First Earnout Amount”). For purposes hereof, the “First Earnout Shortfall Carryover” means the Maximum First Earnout Amount less the Actual First Earnout Amount.

               (ii) Actual First Profit-Sharing Amount. In addition to the Actual First Earnout Amount, if the Company’s revenues and pre-tax profits in calendar year 2006 exceed the 2006 revenue and pre-tax profit target amounts set forth in the Baseline Budget and, subject to Section 1.3(g) hereof, the Baseline Cap Production Requirement is satisfied for such year, the Stockholders shall be entitled to receive, subject to Section 1.3(c) and Purchaser’s rights of set-off set forth in Section 8.3 hereof, an amount equal to the sum of (I) 40% of the pre-tax profits in excess of the pre-tax profit target in the Baseline Budget attributable to sales of Company Developed Products in calendar year 2006 plus (II) 20% of the pre-tax profits in excess of the pre-tax profit target in the Baseline Budget attributable to sales or cost reductions of Jointly Developed Products in calendar year 2006 (such sum, the “Actual First Profit-Sharing Amount” and together with the Actual First Earnout Amount, the “Total First Earnout Amount”).

          (c) Total Second Earnout Amount.

               (i) Actual Second Earnout Amount. The Stockholders shall be entitled to receive, subject to Section 1.3(c) and Purchaser’s rights of set-off set forth in Section 8.3 hereof, additional consideration up to the sum of $1,000,000 plus the First Earnout Shortfall Carryover (such sum, the “Maximum Second Earnout Amount”) as follows: (A) if the Company’s revenues and pre-tax profits in calendar year 2007 exceed the 2007 target amounts set forth in the Baseline Budget and, subject to Section 1.3(g) hereof, the Baseline Cap Production Requirement is satisfied for such year, the Stockholders shall be entitled to receive 100% of the Maximum Second Earnout Amount; or (B) if the Company’s revenues and/or pre-tax profits in calendar year 2007 are less than the 2007 target amounts in the Baseline Budget but both revenues and pre-

tax profits meet or exceed the 2007 target amounts in the Sub-Baseline Budget and, subject to Section 1.3(g) hereof, the Baseline Cap Production Requirement is satisfied for such year, the Stockholders shall be entitled to receive an amount equal to the First Earnout Shortfall Carryover plus a portion of the Maximum Second Earnout Amount equal to the Second Earnout Shortfall Payment (the total amount that becomes due and payable to the Stockholders pursuant to clause (A) or (B) above being, the “Actual Second Earnout Amount”). For purposes hereof, the “Second Earnout Shortfall Carryover” means: (i) $0, in the event the Actual Second Earnout Amount is determined pursuant to clause (A) above, (ii) $1,000,000 minus the Second Earnout Shortfall Payment, in the event the Actual Second Earnout Amount is determined pursuant to clause (B) above; or (iii) $1,000,000, in the event the Actual Second Earnout Amount is $0.

               (ii) Actual Second Profit-Sharing Amount. In addition to the Actual Second Earnout Amount, if the Company’s revenues and pre-tax profits in calendar year 2007 exceed the 2007 target revenue and pre-tax profit amounts set forth in the Baseline Budget and, subject to Section 1.3(g) hereof, the Baseline Cap Production Requirement is satisfied for such year, the Stockholders shall be entitled to receive, subject to Section 1.3(c) and Purchaser’s rights of set-off set forth in Section 8.3 hereof, an amount equal to the sum of (I) 40% of the pre-tax profits in excess of pre-tax profit target in the Baseline Budget attributable to sales of Company Developed Products in calendar year 2007, plus (II) 20% of the pre-tax profits in excess of the pre-tax profit target in the Baseline Budget attributable to sales or cost reductions of Jointly Developed Products in calendar year 2007 (such sum, the “Actual Second Profit-Sharing Amount” and together with the Actual Second Earnout Amount, the “Total Second Earnout Amount”).

          (d) Total Third Earnout Amount.

               (i) Actual Third Earnout Amount. The Stockholders shall be entitled to receive additional consideration up to the sum of $1,000,000 plus the Second Earnout Shortfall Carryover (such sum, the “Maximum Third Earnout Amount”) as follows: (A) if the Company’s revenues and pre-tax profits in calendar year 2008 exceed the 2008 target amounts set forth in the Baseline Budget and, subject to Section 1.3(g) hereof, the Baseline Cap Production Requirement is satisfied for such year, the Stockholders shall be entitled to receive, subject to Section 1.3(c) and Purchaser’s rights of set-off set forth in Section 8.3 hereof, 100% of the Maximum Third Earnout Amount; or (B) if the Company’s revenues and/or pre-tax profits in calendar year 2008 are less than the 2008 target amounts in the Baseline Budget but both revenues and pre-tax profits meet or exceed the 2008 target amounts in the Sub-Baseline Budget and, subject to Section 1.3(g), the Baseline Cap Production Requirement is satisfied for such year, the Stockholders shall be entitled to receive an amount equal to the Second Earnout Shortfall Carryover plus a portion of the Maximum Third Earnout Amount equal to the Third Earnout Shortfall Payment (the total amount that becomes due and payable to the Stockholders pursuant to clause (A) or (B) above being, the “Actual Third Earnout Amount”).

               (ii) Actual Third Profit-Sharing Amount. In addition to the Actual Third Earnout Amount, if the Company’s revenues and pre-tax profits in calendar year 2008 exceed the 2008 target revenue and pre-tax profit amounts set forth in the Baseline Budget and, subject to Section

1.3(g) hereof, the Baseline Cap Production Requirement is satisfied for such year, the Stockholders shall be entitled to receive, subject to Section 1.3(c) and Purchaser’s rights of set-off set forth in Section 8.3 hereof, an amount equal to the sum of (I) 40% of the pre-tax profits in excess of the pre-tax profit target in the Baseline Budget attributable to sales of Company Developed Products in calendar year 2008 plus (II) 20% of the pre-tax profits in excess of pre-tax profit target in the Baseline Budget attributable to sales or cost reductions of Jointly Developed Products in calendar year 2008 (such sum, the “Actual Third Profit-Sharing Amount” and together with the Actual Third Earnout Amount, the “Total Third Earnout Amount”).

          (e) Allocation of Costs. The Company will be integrated into Purchaser’s internal financial reporting system and accounted for as an independent profit center for purposes of allocation of expenses. Expenses will be allocated in accordance with the following principles as well as the procedures set forth in the notes to the Baseline Budget: (i) general and administrative expenses such as finance, legal, human resources, and information technology shall be allocated on a percentage of total revenues basis; (ii) research and development costs shall be allocated directly on a cost incurred basis; (iii) marketing costs shall either be combined and allocated on a percentage of total revenues basis or on a percentage of unit sales basis or allocated directly on a cost incurred basis as set forth in the Baseline Budget; (iv) direct sales expenses such as commissions, spiffs, and the like shall be allocated directly to the Company.

SECTION 2

CLOSING

     2.1 Closing Date. The closing of the Acquisition (the “Closing”) shall be held at the offices of Orrick, Herrington & Sutcliffe LLP, 1000 Marsh Road, Menlo Park, CA 94025 at 5:00 p.m. California time on the date hereof (the “Closing Date”), unless another date, time or place is agreed to in writing by Purchaser and the Stockholders.

     2.2 Actions at the Closing. At the Closing, the Company, the Stockholders and Purchaser shall take such actions and execute and deliver such agreements and other instruments and documents as necessary or appropriate to effect the transactions contemplated by this Agreement in accordance with its terms, including without limitation the following:

          (a) At the Closing, the Stockholders and/or the Company shall deliver or cause to be delivered to Purchaser the following:

               (i) a certificate or certificates representing all of the Shares, together with stock powers duly endorsed in blank for transfer of the Shares to Purchaser, with any required transfer stamps affixed thereto;

               (ii) the Employment Agreements executed by the Stockholders;

               (iii) duly and validly executed copies of all agreements, instruments, certificates and other documents, in form and substance reasonably satisfactory to Purchaser, that are necessary or appropriate to evidence the release of any and all liens (other than Permitted Liens as specified in Section 3.13(a)) and other encumbrances on the Shares or the assets of the Company arising out of, resulting from or in connection with any loans, guarantees or other similar arrangements between or among the Company, the Stockholders, the Company Principals or any third party creditors of the Company;

               (iv) a copy of the properly executed certificate regarding the Foreign Investment and Real Property Tax Act of 1980 for the purpose of satisfying Purchaser’s obligations under Treasury Regulation Section 1.1445-2(c)(3);

               (v) duly and validly executed copies of all consents, waivers, approvals or authorizations, in form and substance reasonably satisfactory to Purchaser, from third parties whose consent or approval are required to consummate the transactions contemplated by this Agreement; and

               (vi) all other documents, certificates, instruments or writings required to be delivered by the Stockholders pursuant to this Agreement, including without limitation those documents set forth in Section 7.3 hereof.

          (b) At the Closing, Purchaser shall deliver or cause to be delivered to the Stockholders the following:

               (i) the Initial Payment Amount;

               (ii) the Barr Note Payments; and

               (iii) all other documents, certificates or writings required to be delivered by Purchaser pursuant to this Agreement, including without limitation those documents set forth in Section 7.2 hereof.

          (c) All deliveries, payments and other transactions and documents relating to the Closing (i) shall be independent and none shall be effective unless and until all are effective (except to the extent that the party entitled to the benefit thereof has waived satisfaction or performance thereof as a condition precedent to Closing), and (ii) shall be deemed to be consummated simultaneously.

     2.3 No Further Ownership Rights in Shares. All cash paid in respect of the surrender for exchange of the Shares in accordance with the terms of this Agreement shall be deemed to be full satisfaction of the Stockholders’ rights pertaining to such Shares.

SECTION 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS

     In this Agreement, any reference to any event, change, condition or effect being “material” with respect to any entity or group of entities means any material event, change, condition or effect related to the condition (financial or otherwise), properties, assets (including intangible

assets), liabilities, business, operations or results of operations of such entity or group of entities that is the subject matter of the applicable representation or warranty. In this Agreement, any reference to a “Material Adverse Effect” with respect to any entity or group of entities means any event, change or effect that, when taken individually or together with all other adverse changes and effects, is or is reasonably likely to be materially adverse to the condition (financial or otherwise), properties, assets, liabilities, business or results of operations of such entity and its subsidiaries, taken as a whole, or to prevent or materially delay consummation of the transactions contemplated under this Agreement or otherwise to prevent such entity and its subsidiaries from performing their obligations under this Agreement other than any such event, change or effect, directly or indirectly, (a) resulting from or arising in connection with (i) general political, economic, financial, capital market or industry-wide conditions which do not have a disproportionate impact on the business of the Company taken as a whole, (ii) this Agreement, the transactions contemplated hereby or the authorized announcement or other disclosure of this Agreement or the transactions contemplated hereby, (iii) any failure by the Company to meet any projections or forecasts provided to Purchaser unless fraudulently derived (but not the underlying material adverse change, event, circumstance or development giving rise thereto), or (b) attributable to the fact that the prospective owner of the Company is the Purchaser or any affiliate of the Purchaser.

     In this Agreement, any reference to a party’s “knowledge” means such party’s actual knowledge, in the case of the Stockholders (which shall, in the case of the Griffin Trust, be deemed to include the actual knowledge of Mr. Griffin), and such party’s actual knowledge after reasonable inquiry of the officers, directors and other employees of such party reasonably believed to have knowledge of such matters, in the case of Purchaser and the Company.

     Each of the Company, the Stockholders and the Company Principals hereby, jointly and severally, represents and warrants to Purchaser that the statements contained in this Section 3 are true and correct, except as expressly set forth in the disclosure schedule delivered by the Company, the Stockholders and the Company Principals to Purchaser on or before the date of this Agreement (the “Company Disclosure Schedule”). The Company Disclosure Schedule shall be arranged in paragraphs corresponding to the numbered and lettered paragraphs contained in this Section 3 to which the disclosure relates, provided, that any information disclosed under any paragraph of the Company Disclosure Schedule shall be deemed disclosed and incorporated into any other paragraph of this Section 3 where it is reasonably apparent that such disclosure, without reference to extrinsic documentation, is relevant to such other paragraph. Except for the representations and warranties set forth in this Section 3 and Section 4 below, the Company and Stockholders make no other representation or warranty (either express or implied) herein or with respect to the transactions contemplated hereby.

     3.1 Organization, Standing and Power; Subsidiaries. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. The Company has the requisite corporate power and authority and all necessary government approvals to own, lease and operate its properties and to carry on its business as now being conducted and as proposed to be conducted, except where the failure to have such power, authority and governmental approvals would not, individually or in the aggregate, have a Material Adverse Effect on the Company. The Company is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in

each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Schedule 3.1 of the Company Disclosure Schedule contains a true and complete listing of the locations of all sales office, manufacturing facilities, and any other office or facilities of the Company, a true and complete list of all jurisdictions in which the Company maintains any employees, and a true and complete list of all jurisdictions in which the Company is duly qualified and licensed to transact business as a foreign corporation. The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity. The Company does not have any subsidiaries.

     3.2 Articles of Incorporation and Bylaws. The Company has delivered a true and correct copy of the Articles of Incorporation and Bylaws or other charter documents, as applicable, of the Company, each as amended to date, to Purchaser, and no amendments have been made thereto or have been authorized since the date thereof. The Company is not in violation of any of the provisions of its Articles of Incorporation or Bylaws or equivalent organizational documents.

     3.3 Capital Structure.

          (a) The authorized capital stock of the Company consists of 70,000 shares of Common Stock, par value $1.00 per share, of which 15,000 shares are issued and outstanding as of the date hereof (the “Company Common Stock”). Other than the Company Common Stock, the Company has no other capital stock authorized, issued or outstanding and no outstanding commitments to issue any shares of capital stock. The Stockholders are the sole owners of all outstanding shares of Company Common Stock. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holder thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Articles of Incorporation or Bylaws of the Company or any agreement to which the Company is a party or by which it is bound. All outstanding shares of Company Common Stock were issued in compliance with all applicable federal and state securities laws. There are no options, warrants, calls, rights, commitments, agreements or arrangements of any character to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound relating to the issued or unissued capital stock of the Company or any Subsidiary or obligating the Company or any Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of capital stock of the Company or any Subsidiary or obligating the Company or any Subsidiary to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement.

          (b) Immediately following the Closing, Purchaser will own one hundred percent (100%) of the issued and outstanding capital stock of the Company, free and clear of all liens, encumbrances or other defects of title.

     3.4 Authorization. The Company has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, an no further action is required on the part of the Company to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company, and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws of general application affecting enforcement of creditors’ rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

     3.5 No Conflict. Except as disclosed in Schedule 3.5 of the Company Disclosure Schedule, the execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (any such event, a “Conflict”) (i) any provision of the Articles of Incorporation or Bylaws of the Company or any of its Subsidiaries, as amended, or (ii) any mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise or license to which the Company or any of its properties or assets is subject, or (iii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or its properties or assets.

     3.6 Consents. Except as disclosed in Schedule 3.6 of the Company Disclosure Schedule, no consent, waiver, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any court, administrative agency or commission or other federal, state, county, local or other foreign governmental authority, instrumentality, agency or commission (“Governmental Entity”) or any third party, including a party to any agreement with the Company, the Stockholders or the Company Principals (so as not to trigger any Conflict), is required by or with respect to the Company, the Stockholders or the Company Principals in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

     3.7 Company Financial Statements. The Company Principals have delivered to Purchaser true and complete copies of the Company’s unaudited balance sheet as of the Company’s last accounting day in fiscal years 2003, 2004 and 2005 and unaudited income statement for the financial years then ended, as well as the Company’s unaudited balance sheet as of March 31, 2006 and the related unaudited statement of income for the period then ended (collectively, the “Company Financials”). Except as disclosed in Section 3.7 of the Company Disclosure Schedule and except for the absence of statements of stockholders’ equity and cash flows, footnotes and year-end adjustments, the Company Financials have been prepared in accordance with GAAP, consistently applied, and present fairly in all material respects the financial condition and results of operations of the Company as at their respective dates and for the period then ended. The Company Financials conform to the books and records of the Company, and have been prepared in the ordinary course of business, consistent with past practice. The Company’s unaudited balance sheet as of March 31, 2006 shall be referred to herein as the “Company Current Balance Sheet.”

     3.8 Accounts Receivable. All accounts receivable shown on the Company Current Balance Sheet (net of reserves indicated on the Company Current Balance Sheet) or thereafter acquired until the date hereof (net of reserves accrued in the normal course of business and consistent with past practice), other than accounts receivable owing to the Company by the Purchaser, are valid and enforceable obligations of the applicable account debtor and arose and are collectible prior to the first anniversary of the date of this Agreement. The values at which accounts receivable are carried reflect the accounts receivable valuation policy of the Company, which is consistent with its past practice and in accordance with GAAP applied on a consistent basis. Subject to any reserves indicated on the Company Balance Sheet and any right of return provided in the ordinary course of business consistent with past practices, none of the receivables of the Company is subject to any claim of offset, recoupment, set off, or counterclaim (other than as implied under applicable law), and, to the knowledge of the Company and the Stockholders, there are no facts or circumstances (whether asserted or unasserted) that would give rise to any such claim (other than as implied under applicable law). No receivables are contingent upon the performance by the Company or the Stockholders of any obligation or contract. No person or entity has any lien, charge, pledge, security interest, or other encumbrance on any such receivables, and no agreement for deduction or discount has been made with respect to any of such receivables, except as fully reflected in the Company Balance Sheet.

     3.9 No Undisclosed Liabilities. The Company has no material liability, indebtedness, obligation, expense, claim, deficiency, guaranty or endorsement of any type, whether accrued, absolute, contingent, matured, unmatured or of any other nature, which individually or in the aggregate is required to be reflected as a liability on the Company Balance Sheet in accordance with GAAP, that is not reflected or reserved against in the Company Current Balance Sheet, except for those which may have been incurred after the date of the Company Current Balance Sheet. All liabilities, indebtedness, obligations, expenses, claims, deficiencies, guaranties or endorsements of any type of the Company incurred after the date of the Company Current Balance Sheet were incurred in the ordinary course of business consistent with past practices and are not material both individually and in the aggregate to the Company or its business.

     3.10 No Changes. Since March 31, 2006, there has not been, occurred or arisen any:

          (a) transaction by the Company except in the ordinary course of business and consistent with past practices;

          (b) amendment or change to the Articles of Incorporation or the Bylaws of the Company;

          (c) capital expenditure or capital commitment by the Company, other than purchase orders for raw materials entered into in the ordinary course of business consistent with past practices and not exceeding $20,000 individually or $100,000 in the aggregate;

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          (d) destruction of, damage to or loss of any material assets, material business or material customer of the Company (whether or not covered by insurance);

          (e) work stoppage, labor strike or other labor trouble, or any action, suit, claim, labor dispute or grievance relating to any labor, safety or discrimination matter involving the Company, including, without limitation, charges of wrongful discharge or other unlawful labor practices or actions;

          (f) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company other than as required by GAAP;

          (g) revaluation by the Company of any of its assets;

          (h) declaration, setting aside or payment of a dividend or other distribution with respect to Company Common Stock or any direct or indirect redemption, purchase or other acquisition by the Company of its capital stock;

          (i) increase in the salary or other compensation payable or to become payable by the Company to any of its officers, directors, employees or advisors, or the declaration, payment or commitment or obligation of any other kind for the payment, by the Company, of a bonus or other additional salary or compensation to any such person;

          (j) agreement, contract, covenant, instrument, lease, or commitment to which the Company is a party or by which it or any of its assets is bound and which is material to the Company’s business or any termination, extension, amendment or modification of the terms of any such agreement, contract, covenant, instrument, lease, or commitment to which the Company is a party or by which it or any of its assets is bound, other than licenses of the Company Intellectual Property which are governed by subsection (q) below and other than agreements entered into in connection with the Acquisition;

          (k) sale, lease, license or other disposition of any of the material assets or properties of the Company or any creation of any security interest in such assets or properties, in each case other than in the ordinary course of the Company’s business;

          (l) loan by the Company to any person or entity, incurring by the Company of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing of any debt securities of others;

          (m) waiver or release of any right or claim of the Company material to the Company business, including any write-off or other compromise of any account receivable of the Company;

          (n) commencement or notice or, to the Company’s or the Stockholders’ knowledge, threat therefor, of any lawsuit or, to the Company’s or the Stockholders’ knowledge, proceeding, audit or investigation against the Company or its affairs;

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Plan (the “Company Plan”), the Company has no employee benefit plans, programs, policies or agreements, including but not limited to any pension plans, multiemployer plans or 401(k) plans. The Company has performed all obligations required to be performed by it under, is not in default or violation of, and neither the Company nor the Stockholders have any knowledge of any default or violation by any other party to, the Company Plan, and the Company Plan has been established and maintained in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including the Employee Retirement Income Security Act of 1974, as amended, and the Code. The Company Plan can be amended, terminated or otherwise discontinued after the Closing Date in accordance with its terms, without liability to Purchaser or the Company.

     3.22 Insurance. Section 3.22 of the Company Disclosure Schedule lists all insurance policies and fidelity bonds covering the assets, business, equipment, properties, operations, employees, officers and directors of the Company. There is no claim by the Company pending under any of such policies or bonds as to which coverage has been denied or disputed by the underwriters of such policies or bonds. All premiums due and payable under all such policies and bonds have been paid, and the Company is otherwise in material compliance with the terms of such policies and bonds (or other policies and bonds providing substantially similar insurance coverage). Neither the Company nor the Stockholders has knowledge of any threatened termination of, or premium increase with respect to, any of such policies.

     3.23 Certain Advances; Guaranties. There are no receivables of the Company owing by any director, officer, employee, consultant of the Company (including, without limitation, the Company Principals) or by the Stockholders or owing by any affiliated person or entity of any director, officer, employee, consultant of the Company (including, without limitation, the Company Principals) or the Stockholders. Neither the Stockholders nor the Company Principals have agreed to, or assumed, any obligation or duty to guaranty or otherwise assume or incur any obligation or liability of the Company. The Company has not agreed to, or assumed, any obligation or duty to guaranty or otherwise assume or incur any obligation or liability of the Stockholders or the Company Principals.

     3.24 FDA and Regulatory Matters.

          (a) (i) With respect to all of the Company’s existing products and, to the extent applicable, products currently under development by the Company (collectively, the “Products”), (A) the Company and each of its Subsidiaries has obtained all necessary and applicable approvals, clearances, authorizations, licenses and registrations required by United States or foreign governments or government agencies, to permit the design, development and pre-clinical testing of its Products in jurisdictions where it currently conducts such activities or contemplated conducting such activities (the “Activities To Date”) with respect to each Product (collectively, the “Regulatory Licenses”); (B) the Company and each of its Subsidiaries, as the case may be, is in compliance with all terms and conditions of each Regulatory License and with all applicable Laws pertaining to Activities To Date with respect to each Product which is not required to be the subject of a Regulatory License; (C) the Company and each of its Subsidiaries, as the case may be, is in compliance with all applicable Laws regarding registration, license, and certification for each site at which a Product is manufactured or used; (D) to the extent any Product has been exported from the United States,

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“THE PURCHASER”	LASERSCOPE
	By:
		Name:	Eric M. Reuter
		Title:	President and CEO

“COMPANY”	INNOVAQUARTZ INCORPORATED
	By:
		Name:	Brian Barr
		Title:	President and CEO

“STOCKHOLDERS / COMPANY PRINCIPALS”	THE GRIFFIN FAMILY REVOCABLE TRUST
	By:
		Name:	Steve Griffin
		Title:	Trustee

	By:
		Name:	Teresanne Griffin
		Title:	Trustee

	Steve Griffin

	Brian Barr

 

 

 

 

 

 

 

 

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