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Exhibit No.
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Exhibit
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2
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.1
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Stock Purchase Agreement, dated as of October 28, 2003, by
and between Integra LifeSciences Corporation and I-Flow
Corporation(1)
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2
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.2
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Merger Agreement, dated as of July 27, 2001, by and between
I-Flow Corporation, a Delaware corporation, and I-Flow
Corporation, a California corporation(2)
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2
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.3
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Agreement and Plan of Merger, dated as of January 13, 2000,
by and among I-Flow Corporation, Spinal Acquisition Corp.,
Spinal Specialties, Inc. and the Shareholders of Spinal
Specialties, Inc.(3)
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2
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.4
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Agreement and Plan of Merger, dated as of February 9, 1998,
by and among I-Flow Corporation,
I-Flow
Subsidiary, Inc., Venture Medical, Inc., InfuSystems II, Inc.
and the Shareholders of Venture Medical, Inc. and InfuSystems
II, Inc.(4)
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2
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.5
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Agreement for Purchase and Sale of Assets, dated as of
July 3, 1996, by and among I-Flow Corporation, Block
Medical, Inc. and Hillenbrand Industries, Inc.(5)
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2
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.6
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Stock Purchase Agreement, dated as of September 29, 2006,
by and among I-Flow Corporation, InfuSystem, Inc., HAPC, Inc.
and Iceland Acquisition Subsidiary, Inc. (including the Form of
Services Agreement, attached thereto as Exhibit A, the Form
of License Agreement attached thereto as Exhibit B and the
Term Sheet attached thereto as Exhibit C)(20)
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2
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.7
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Amendment No. 1, dated as of April 30, 2007, to the
Stock Purchase Agreement, dated as of September 29, 2006,
by and among I-Flow Corporation, InfuSystem, Inc., HAPC, Inc.
and Iceland Acquisition Subsidiary, Inc.(22)
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2
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.8
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Amendment No. 2, dated as of June 29, 2007, to the
Stock Purchase Agreement, dated as of September 29, 2006,
as amended by an Amendment No. 1, dated as of
April 30, 2007, by and among
I-Flow Corporation,
InfuSystem, Inc., HAPC, Inc. and Iceland Acquisition Subsidiary,
Inc.(24)
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2
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.9
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Amendment No. 3, dated as of July 31, 2007, to the
Stock Purchase Agreement, dated as of September 29, 2006,
as amended by Amendment No. 1, dated as of April 30,
2007, and an Amendment No. 2, dated as of June 29,
2007, by and among I-Flow Corporation, InfuSystem, Inc., HAPC,
Inc. and Iceland Acquisition Subsidiary, Inc.(26)
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2
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.10
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Memorandum of Intent, dated as of September 12, 2007, by
and among I-Flow Corporation, InfuSystem, Inc., HAPC, Inc. and
Iceland Acquisition Subsidiary, Inc.(27)
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2
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.11
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Amendment No. 4, dated as of September 18, 2007, to the
Stock Purchase Agreement, dated as of September 29, 2006,
as amended by Amendment No. 1, dated as of April 30,
2007, an Amendment No. 2, dated as of June 29, 2007,
and an Amendment No. 3, dated as of July 31, 2007, by
and among
I-Flow
Corporation, InfuSystem, Inc., HAPC, Inc. and Iceland
Acquisition Subsidiary, Inc.(28)
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2
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.12
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Further Agreement Regarding Project Iceland, dated as of
October 17, 2007, by and among I-Flow Corporation,
InfuSystem, Inc., HAPC, Inc. and Iceland Acquisition Subsidiary,
Inc.(29)
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2
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.13
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Acknowledgement and Agreement, dated as of October 8, 2007,
by and among I-Flow Corporation, InfuSystem, Inc., HAPC, Inc.,
Iceland Acquisition Subsidiary, Inc., Sean D. McDevitt and
Philip B. Harris(29)
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2
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.14
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Form of Share Purchase Agreement(29)
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2
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.15
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Second Form of Share Purchase Agreement(29)
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2
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.16
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Form of Irrevocable Proxy(29)
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2
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.17
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Binding Letter of Intent, dated as of December 13, 2007, by
and among I-Flow Corporation, AcryMed, Inc., Bruce L. Gibbins,
Jack D. McMaken, John A. Calhoun and James P. Fee, Jr.(31)
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2
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.18
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Agreement and Plan of Merger, dated as of February 2, 2008,
by and among I-Flow Corporation, Alaska Acquisition Subsidiary,
Inc., AcryMed Incorporated, Bruce L. Gibbins, Jack D. McMaken,
John A. Calhoun and James P. Fee, Jr., in their capacities as
stockholders, and John A. Calhoun, in his capacity as the
stockholder representative(32)
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3
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.1
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Amended and Restated Certificate of Incorporation of I-Flow
Corporation, a Delaware corporation(6)
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3
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.2
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Amended and Restated Bylaws of I-Flow Corporation(30)
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3
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.3
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Certificate of Designation Regarding Series A Junior
Participating Cumulative Preferred Stock(7)
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4
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.1
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Specimen Common Stock Certificate(14)
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