EX-1.6 3 a04-11107_1ex1d6.htm EX-1.6

Exhibit 1.6

 

BOVIE MEDICAL CORPORATION

734 Walt Whitman Rd.

Melville, New York 11747

(631) 421-5452

 

September 24, 2004

 

To:          The buyers of 3,000,000 shares of common stock

of Bovie Medical Corporation pursuant to the Common

Stock Purchase Agreement dated as of September 24, 2004

among ACMI Corporation and the buyers named therein.

 

Re:                               Assignment of Demand Registration Right

 

Gentlemen:

 

Reference is hereby made to the Common Stock Purchase Agreement (the “Purchase Agreement”) dated as of September 24, 2004 by and among ACMI Corporation (the “Seller”) and the buyers listed on the signature pages thereto (collectively, the “Buyers”) whereby the Buyers purchased from the Seller an aggregate of 3,000,000 shares (the “Shares”) of common stock of Bovie Medical Corporation (the “Company”).  Pursuant to the Registration Rights Agreement (the “Registration Rights Agreement”) between the Company and the Seller (the assignee or nominee of Maxxim Medical, Inc., n/k/a Medical Wind Down Holdings I, Inc.) dated May 8, 1998, the Seller has the right to demand registration (the “Demand Registration”) of the Shares pursuant to the terms and provisions of the Registration Rights Agreement.  In connection with the consummation of the transactions contemplated by the Purchase Agreement, the Seller desires to transfer the registration rights granted to it pursuant to the Registration Rights Agreement to the Buyers.

 

The Buyers and the Company hereby agree to be bound by all of the terms and provisions of the Registration Rights Agreement applicable to such party and the Company acknowledges that the Buyers shall have all of the rights and benefits of, and shall bear all obligations of, the Seller under the Registration Rights Agreement.  The Company also hereby acknowledges that the Buyers will demand registration of the Shares pursuant to the Registration Rights Agreement on the closing date (the “Closing Date”) upon the consummation of the transactions contemplated by the Purchase Agreement.  The Company shall file a registration statement on Form S-3 providing for the resale or resales of the Shares as soon as reasonably practicable, but in no event later than forty-five (45) days following the Closing Date.

 

Notwithstanding Section 3.2 of the Registration Rights Agreement, the Buyers and the Company hereby further agree that, the Demand Registration need not take the form of an underwritten registration.  The Seller hereby agrees to pay Costs and Expenses (as defined in Section 2.4 of the Registration Rights Agreement) in connection with the non-underwritten Demand Registration; provided, however, in no event shall the Seller be obligated to pay any Costs and Expenses in excess of $60,000.  The Seller, the Buyers and the Company hereby

 



 

further agree that Costs and Expenses incurred by the Company in connection with the filing of the Demand Registration in excess of $60,000 shall be paid pro-rata by the Buyers.

 

This letter agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.

 

Kindly acknowledge your agreement to the foregoing by signing in the place indicated below.

 

 

[Remainder of Page Intentionally Left Blank]

 

2



 

 

Sincerely,

 

 

 

 

 

 

 

BOVIE MEDICAL CORPORATION

 

 

 

 

 

By:

/s/ Andrew Makrides

 

Name:

Andrew Makrides

 

Title:

President

 

Agreed and accepted:

 

 

 

 

ACMI CORPORATION

 

 

 

 

By:

/s/ David J. Pierce

 

Name:

David J. Pierce

 

Title:

Vice President Finance and Treasurer

 

 

 

 

BUYERS:

 

 

 

 

RENAISSANCE US GROWTH INVESTMENT  TRUST PLC

 

 

 

By:

/s/ Russell Cleveland

 

Name:

Russell Cleveland

 

Title:

Director

 

 

 

 

RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.

 

 

 

By:

/s/ Russell Cleveland

 

Name:

Russell Cleveland

 

Title:

President

 

 

 

 

BFS US SPECIAL OPPORTUNITIES TRUST PLC

 

 

 

By:

/s/ Russell Cleveland

 

Name:

Russell Cleveland

 

Title:

Director

 

 

 

 

 

/s/ Jeffrey R. Kowski

 

 

Jeffrey R. Kowski

 

 

 

 

R&R OPPORTUNITY FUND, LP

 

 

 

 

By:

/s/ Thomas G. Pinou

 

Name:

Thomas G. Pinou

 

Title:

Chief Financial Officer

 

 

 

 

 

/s/ Michael R. Snow

 

 

Michael R. Snow

 

 

3



 

CORDILLERA FUND, L.P.

 

 

 

 

By:

/s/ Stephen J. Carter

 

Name:

Stephen J. Carter

 

Title:

CEO of GP’s GP

 

 

 

 

 

/s/ John A. Selzer

 

 

John A. Selzer

 

 

 

 

MIDSOUTH INVESTOR FUND LP

 

 

 

 

By:

/s/ Lyman O. Heidtke

 

Name:

Lyman O. Heidtke

 

Title:

General Partner

 

 

 

 

 

/s/ Larry Hopfenspirger

 

 

Larry Hopfenspirger

 

 

 

 

KUEKENHOF EQUITY FUND, LP

 

 

 

 

By:

/s/ Michael C. James

 

Name:

Michael C. James

 

Title:

General Partner

 

 

 

 

INFINITY CAPITAL PARTNERS, LP

 

 

 

 

By:

/s/ Michael Feinsod

 

Name:

Michael Feinsod

 

Title:

Managing Member

 

 

 

 

MFN, LLC

 

 

 

 

By:

/s/ Louis Ottimo

 

Name:

Louis Ottimo

 

Title:

Member

 

 

 

 

 

/s/ Richard Molinsky

 

 

Richard Molinsky

 

 

 

 

 

/s/ Robert A. Melnick

 

 

Robert A. Melnick

 

 

 

 

 

/s/ Gene Salkind

 

 

Gene Salkind

 

 

4