EXHIBIT 1.1 2,275,000 Shares of Common Stock CARDIMA, INC. UNDERWRITING AGREEMENT ---------------------- May ___, 1997 BEAR, STEARNS & CO. INC. DAIN BOSWORTH INCORPORATED as Representatives of the several Underwriters named in Schedule I attached...Underwriting Agreement • April 29th, 1997 • Cardima Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
EXHIBIT 10.11 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR...Warrant Agreement • March 13th, 1997 • Cardima Inc • California
EXHIBIT 10.6 LICENSE AGREEMENT ----------------- This Agreement ("Agreement") is entered into effective as of May 21, 1993 (the "Effective Date"), by and between Target Therapeutics, Inc., a Delaware corporation with an office at 47201 Lakeview...License Agreement • March 13th, 1997 • Cardima Inc • California
RECITALS:Indemnification Agreement • March 13th, 1997 • Cardima Inc • Delaware
b) Valid Issuance. The Shares, when issued and delivered pursuant to -------------- terms of this Subscription Agreement, will be duly and validly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights and no personal...Subscription Agreement • June 2nd, 2000 • Cardima Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
WITNESSETH:Acquisition Agreement • March 22nd, 2001 • Cardima Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
EXHIBIT 10.8 SUBLEASE BETWEEN CARDIMA, INC. AND TARGET THERAPEUTICS, INC. 1. PARTIES. This Sublease, dated November 14, 1996 is made between Cardima, Inc., a Delaware corporation ("Sublessor"), and Target Therapeutics, Inc., a Delaware corporation...Sublease Agreement • March 13th, 1997 • Cardima Inc
EXHIBIT 10.9 MASTER LEASE AGREEMENT MASTER LEASE AGREEMENT (the "Master Lease") dated January 23, 1996 by and between COMDISCO, INC. ("Lessor") and CARDIMA, INC. ("Lessee"). CONSIDERATION of the mutual agreements described below, the parties agree as...Master Lease Agreement • April 22nd, 1997 • Cardima Inc • Orthopedic, prosthetic & surgical appliances & supplies • Illinois
EXHIBIT 10.18 FIRST PART MAY 1994 ELECTROPHYSIOLOGY CATHETER LICENSE AGREEMENT This agreement is between BSI Corporation, a Minnesota corporation, 9924 West 74/th/ Street, Eden Prairie, MN 55344 ("BSI"), and CARDIMA, Inc., 47201 Lakeview Blvd.,...License Agreement • March 13th, 1997 • Cardima Inc
Exhibit 10.1 EXECUTION COPY LOAN AGREEMENT Dated as of August 28, 2005 by and betweenLoan Agreement • September 1st, 2005 • Cardima Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
Cardima, Inc. 47266 Benicia Street Fremont, California 94538Employment Agreement • March 13th, 1997 • Cardima Inc
RIGHTS AGREEMENT Dated as of May 20, 2002Rights Agreement • May 22nd, 2002 • Cardima Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS AGREEMENT is dated as of May 20, 2002 between CARDIMA, INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Rights Agent”).
CARDIMA, INC.Warrant Agreement • September 1st, 2005 • Cardima Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
RecitalsExecutive Agreement • August 10th, 2006 • Cardima Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
EXHIBIT 10.12 WARRANT PURCHASE AGREEMENT This Warrant Purchase Agreement (the "Agreement") is made and entered into as of July 1, 1994, by and between CaRDiMa, Inc., a Delaware corporation (the "Company"), and State of California Public Employees'...Warrant Purchase Agreement • March 13th, 1997 • Cardima Inc • California
Exhibit 10.25 MASTER LOAN AND SECURITY AGREEMENT THIS AGREEMENT dated as of June 19, 1998, is made by Cardima, Inc. (the "Borrower"), a Delaware corporation having its principal place of business and chief executive office at 47266 Benicia Street,...Master Loan and Security Agreement • August 12th, 1998 • Cardima Inc • Orthopedic, prosthetic & surgical appliances & supplies • Illinois
EXHIBIT 10.17 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT...Warrant Agreement • March 13th, 1997 • Cardima Inc • Illinois
a) A minimum of 2,666,666, ($6,000,000) and a maximum of 4,666,666 ($10,500,000) Shares and accompanying Warrants shall be offered for sale to prospective investors in the Offering ("Prospective Investors") at a purchase --------------------- price...Sales Agency Agreement • June 2nd, 2000 • Cardima Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
EXHIBIT 10.29 EXCLUSIVE DISTRIBUTION AGREEMENT THIS AGREEMENT is made effective the 25th day of January, 2000, by and between Daig Corporation, a Minnesota Corporation whose principal place of business is at 14901 DeVeau Place, Minnetonka, Minnesota...Exclusive Distribution Agreement • May 15th, 2000 • Cardima Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
EXHIBIT 10.1 STOCK AND WARRANT PURCHASE AGREEMENT Cardima, Inc. 47266 Benicia Street Fremont, California 94538 Ladies & Gentlemen: The undersigned purchaser (the "Purchaser") hereby confirms its agreement with you as follows: 1. This Stock and Warrant...Stock and Warrant Purchase Agreement • July 3rd, 2001 • Cardima Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
EXHIBIT 10.19 DISTRIBUTION AGREEMENT ----------------------Distribution Agreement • March 13th, 1997 • Cardima Inc • California
W I T N E S S E T H : - - - - - - - - - -Loan Agreement • November 21st, 2005 • Cardima Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
EXHIBIT 10.20 DISTRIBUTION AGREEMENT ----------------------Distribution Agreement • March 13th, 1997 • Cardima Inc • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 19th, 2004 • Cardima Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
This Securities Purchase Agreement (this “Agreement”) is dated as of November 18, 2004, among Cardima, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its permitted successors and assigns as provided herein, a “Purchaser” and collectively the “Purchasers”); and
CARDIMA, INC.Warrant Agreement • April 22nd, 1997 • Cardima Inc • Orthopedic, prosthetic & surgical appliances & supplies • Illinois
CARDIMA, INC. AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED STOCKHOLDERS' RIGHTS AGREEMENTStockholders' Rights Agreement • June 5th, 1997 • Cardima Inc • Orthopedic, prosthetic & surgical appliances & supplies
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 23rd, 2004 • Cardima Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 19, 2003, by and among Cardima, Inc., a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
EXHIBIT 10.15 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR...Warrant Agreement • March 13th, 1997 • Cardima Inc • California
Exhibit 10.21 . EMPLOYMENT AGREEMENT -------------------- This Employment Agreement (the "Agreement") is entered into by and between CARDIMA, INC. (the "Company") and GABRIEL B. VEGH ("Vegh").Employment Agreement • March 13th, 1997 • Cardima Inc • California
ContractPlacement Agent Warrant • January 23rd, 2004 • Cardima Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 19th, 2004 • Cardima Inc • Orthopedic, prosthetic & surgical appliances & supplies
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 18, 2004, by and among Cardima, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).
AMENDED EXECUTIVE AGREEMENTExecutive Agreement • November 10th, 2004 • Cardima Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
This Amendment to the Executive Agreement is made and effective this 5th day of November, 2004 and references the original agreement of 30th day of August, 2000 by and between Cardima, Inc. (the “Company”) and Eric K. Chan (“Chan” or “the Employee”).
DEBT SETTLEMENT AGREEMENTDebt Settlement Agreement • March 10th, 2008 • Cardima Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
DEBT SETTLEMENT AGREEMENT (“Agreement”), dated as of October 3, 2007, by and between CARDIMA, INC., a Delaware corporation (the “Company”), and APIX INTERNATIONAL LIMITED (“Apix”).
CONSULTANT AGREEMENTConsultant Agreement • March 19th, 2009 • Cardima Inc • Orthopedic, prosthetic & surgical appliances & supplies
This agreement is effective September 1, 2008 and is between Tony Shum ** (hereinafter referred to as “Consultant”) and Cardima, Inc., a Delaware Corporation located in Fremont, California (hereinafter referred to as “Cardima”).
PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENTPatent, Trademark and Copyright Security Agreement • August 16th, 2005 • Cardima Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT (“Agreement”), dated as of August 12, 2005, by CARDIMA, INC., a Delaware corporation (the “Borrower”), in favor of APIX INTERNATIONAL LIMITED (the “Secured Party”) is made with reference to the following:
