ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this “ Agreement ”), dated as of April 9, 2008 (the “ Execution Date ”) is made
by and among DIOMED HOLDINGS, INC., a Delaware corporation (“Holdings”), DIOMED, INC., a Delaware corporation (“Sub”
and together with Holdings, the “ Sellers ”, and each individually “Seller”) and ANGIODYNAMICS, INC. a Delaware
corporation, or a corporation formed for the purpose of acquiring the Business and controlled by ANGIODYNAMICS, INC. (the
“ Buyer ”). Capitalized terms used in this Agreement are defined or cross-referenced in Exhibit A .
A. On March 14, 2008 (the “ Petition Date ”), Sellers commenced voluntary cases for reorganization (the “ Bankruptcy
Case ”) under Chapter 11 of the Bankruptcy Code, 11 U.S.C. § § 101 et seq. (the “ Bankruptcy Code ”), in the United States
Bankruptcy Court for the District of Massachusetts (Western Division) (the “ Bankruptcy Court ”) and docketed as case nos.
08-40749-JBR and 08-40750-JBR respectively.
B. Sellers develop and commercialize minimally invasive medical procedures that employ laser technology, including
associated products, the primary focus of which is endovenous laser treatment (“ EVLT ”) of varicose veins (the “ Business ”).
C. Buyer desires to purchase the Business and assume the Assumed Liabilities from Sellers, and Sellers desire to sell,
convey, assign and transfer to Buyer the Business, together with the Assumed Liabilities, all in the manner and subject to the
terms and conditions set forth in this Agreement and in accordance with sections 105, 363 and 365 and other applicable
provisions of the Bankruptcy Code.
D. The Business and Assumed Liabilities are assets and liabilities of Sellers and are to be purchased and assumed by
Buyer pursuant to an order, in the form attached as Exhibit B or such other form satisfactory to Buyer in its sole discretion (the “
Bankruptcy Sale Order ”), approving such sale pursuant to sections 105,