ANY PERSON OTHER THAN
PURCHASER AND SELLER AND THEIR RESPECTIVE REPRESENTATIVES, SUCCESSORS AND
PERMITTED ASSIGNS.
(B)
ENTIRE AGREEMENT. THIS AGREEMENT CONTAINS
THE ENTIRE UNDERSTANDING OF THE PARTIES HERETO AS IT PERTAINS TO THE EARN-OUT
PAYMENTS AND WITH REGARD TO THE SUBJECT MATTER CONTAINED HEREIN, AND SUPERSEDES
ALL PRIOR AGREEMENTS, UNDERSTANDINGS OR LETTERS OF INTENT BETWEEN OR AMONG ANY
OF THE PARTIES HERETO, INCLUDING THAT CERTAIN LETTER OF INTENT AND PROPOSED
NONBINDING TERM SHEET DATED MAY 22, 2007, AND AMENDED ON JULY 24, 2007, BETWEEN
PURCHASER AND SELLER.
(C)
SUCCESSION AND ASSIGNMENT. THIS AGREEMENT
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND PERMITTED ASSIGNS,
NOTHING IN THIS AGREEMENT IS TO BE CONSTRUED AS AN AUTHORIZATION OR RIGHT OF ANY
PARTY TO ASSIGN ITS RIGHTS OR DELEGATE ITS DUTIES UNDER THIS AGREEMENT WITHOUT
THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES HERETO. NOTWITHSTANDING THE
FOREGOING, PURCHASER, IN ITS SOLE DISCRETION, MAY ASSIGN ITS RIGHTS IN AND/OR
DELEGATE ITS DUTIES UNDER THIS AGREEMENT TO AN AFFILIATE OF PURCHASER. IN THE
EVENT OF SUCH AN ASSIGNMENT OF RIGHTS AND/OR DELEGATION OF DUTIES, ALL
REFERENCES TO PURCHASER, AS APPLICABLE TO THE ASSIGNMENT IN THIS AGREEMENT,
SHALL ALSO BE DEEMED TO BE REFERENCES TO THE PERSON TO WHICH THIS AGREEMENT IS
ASSIGNED; PROVIDED THAT NO SUCH ASSIGNMENT AND/OR DELEGATION SHALL RELIEVE THE
ASSIGNOR OF ANY OF ITS DUTIES OR OBLIGATIONS HEREUNDER.
(D)
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED
IN ONE OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL BUT ALL
OF WHICH TOGETHER WILL CONSTITUTE ONE AND THE SAME INSTRUMENT.
(E)
HEADINGS. THE HEADINGS OF THE ARTICLES,
SECTIONS AND SUBSECTIONS OF THIS AGREEMENT ARE INTENDED FOR THE CONVENIENCE OF
THE PARTIES ONLY AND SHALL IN NO WAY BE HELD TO EXPLAIN, MODIFY, CONSTRUE,
LIMIT, AMPLIFY OR AID IN THE INTERPRETATION OF THE PROVISIONS HEREOF. THE TERMS
"THIS AGREEMENT," "HEREOF," "HEREIN," "HEREUNDER," "HERETO" AND SIMILAR
EXPRESSIONS REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR
ARTICLE, SECTION, SUBSECTION OR OTHER PORTION HEREOF.
(F)
NOTICES. ALL NOTICES, DEMANDS AND OTHER
COMMUNICATIONS PROVIDED FOR HEREUNDER SHALL BE IN WRITING AND SHALL BE GIVEN
(I) BY PERSONAL DELIVERY, (II) VIA E-MAIL OR FACSIMILE TRANSMISSION (RECEIPT
CONFIRMED, WITH FOLLOW UP TRANSMITTAL WITHIN 48 HOURS BY (III) OR (IV) WHICH
FOLLOWS), (III) BY NATIONALLY RECOGNIZED OVERNIGHT COURIER (PREPAID), OR (IV) BY
CERTIFIED OR REGISTERED FIRST CLASS MAIL, POSTAGE PREPAID, RETURN RECEIPT
REQUESTED,
7
SENT TO EACH PARTY, AT ITS AND ITS REPRESENTATIVE'S ADDRESS AS SET FORTH BELOW
OR AT SUCH OTHER ADDRESS OR IN SUCH OTHER MANNER AS MAY BE DESIGNATED BY SUCH
PARTY OR THE RESPECTIVE REPRESENTATIVE IN A WRITTEN NOTICE TO EACH OF THE OTHER
PARTIES:
If to
Seller:
Louis C. Wallace
c/o Specialty Surgical Instrumentation, Inc.
200 River Hills Drive
Nashville, TN
37210
E-Mail:

and
Charles O. Mann, Jr.
c/o Specialty Surgical Instrumentation, Inc.
200 River Hills Drive
Nashville, TN
37210
E-Mail: 
With a copy to:
John