Exhibit 10.1 Form 8-K Viking Systems, Inc. File No. 000-49636 VIKING SYSTEMS, INC. AMENDED STOCK OPTION AGREEMENT This Amended Stock Option Agreement is entered into this 15th day of March 2004, by and between Viking Systems, Inc., a Nevada...Option Agreement • March 17th, 2004 • Viking Systems Inc • Services-educational services • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 2nd, 2007 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 31, 2007 among Viking Systems, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
RecitalsStock Option Agreement • December 24th, 2003 • Viking Systems Inc • Services-educational services • California
Exhibit 2.1 Form 8-K August 6, 2004 Viking Systems, Inc. File No. 00-49636 ASSET PURCHASE AGREEMENT by and among Lighthouse Imaging CorporationAsset Purchase Agreement • August 10th, 2004 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 27th, 2007 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 23, 2007, among Viking Systems, Inc., a Delaware corporation (the “Company”) and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
Exhibit 10.5 Form 8-K Viking Systems, Inc. File No. 000-49636 SECURITY AGREEMENT dated as of March 22, 2005Security Agreement • March 24th, 2005 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus • California
EMPLOYMENT AGREEMENT AGREEMENT made and entered into as of the 26th day of July, 2004 by and between Viking Systems, Inc., a Nevada corporation (the "Company"), and Thomas B. Marsh (the "Executive"). This agreement shall be deemed effective as of...Employment Agreement • August 3rd, 2004 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus • California
Exhibit 10.1 Form 8-K Viking Systems, Inc. File No. 000-49636 LOAN AND SECURITY AGREEMENT VIKING SYSTEMS, INC.Loan and Security Agreement • February 8th, 2005 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus
L E A S EViking Systems Inc • October 1st, 2004 • Electromedical & electrotherapeutic apparatus • Massachusetts
Exhibit 10.1 Form 8-K Viking Systems, Inc. File No. 000-49636 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of March 22, 2005, among (i) Viking Systems, Inc., a Nevada corporation ("Viking"), (ii) St. Cloud...Securities Purchase Agreement • March 24th, 2005 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus • California
COMMON STOCK PURCHASE WARRANT VIKING SYSTEMS, INC.Viking Systems Inc • August 2nd, 2007 • Electromedical & electrotherapeutic apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________________(the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on February 23, 2014 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Viking Systems, Inc., a Delaware corporation (the “Company”), up to ____________ shares (the “Warrant Shares”) of common stock, par value $.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 7th, 2010 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus • Massachusetts
Registration Rights Agreement (the “Agreement”), dated as of January 7, 2010, by and between Viking Systems, Inc., a corporation organized under the laws of Delaware, USA with its principal executive office at 134 Flanders Road, Westborough, MA 01581 (the “Company”), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership, with its principal office at 50 Commonwealth Avenue, Suite 2, Boston, MA 02116 (the “Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 25th, 2006 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 22, 2006, among Viking Systems, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
8% SECURED CONVERTIBLE DEBENTURE DUE FEBRUARY 23, 2009Viking Systems Inc • August 2nd, 2007 • Electromedical & electrotherapeutic apparatus • New York
THIS DEBENTURE is one of a series of duly authorized and validly issued 8% Secured Convertible Debentures of Viking Systems, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 4350 La Jolla Village Drive, Suite 900, San Diego, CA 91211, designated as its 8% Secured Convertible Debenture due February 23, 2009 (this debenture, the “Debenture” and, collectively with the other such series of debentures, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • February 27th, 2007 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus • New York
This SECURITY AGREEMENT, dated as of February 23, 2006 (this “Agreement”), is among Viking Systems, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Secured Convertible Debentures due February 23, 2009 and issued on February 23, 2007 in the original aggregate principal amount of $5,576,533 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
RECITALSIntellectual Property Security Agreement • September 23rd, 2004 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus • California
INVESTMENT AGREEMENTInvestment Agreement • January 7th, 2010 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus • Massachusetts
INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of January 7, 2010 by and between Viking Systems, Inc., a Delaware corporation (the "Company"), and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership (the "Investor").
Exhibit 2.1 Form 8-K Viking Systems, Inc. File No. 000-49636 ASSET PURCHASE AGREEMENT by and among Vista Medical Technologies, Inc.Asset Purchase Agreement • December 24th, 2003 • Viking Systems Inc • Services-educational services • California
Exhibit 10.4 Form 8-K Viking Systems, Inc. File No. 000-49636 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), is made as of March 22, 2005, by and among VIKING SYSTEMS, INC., a Nevada corporation (the "Company"),...Registration Rights Agreement • March 24th, 2005 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus • California
Exhibit 10.4 Form 8-K Viking Systems, Inc. File No. 000-49636 VIKING SYSTEMS, INC. STOCK OPTION AGREEMENT This Agreement is entered into this 18th day of December 2003, by and between Viking Systems, Inc., a Nevada corporation ("Corporation") and...Stock Option Agreement • December 24th, 2003 • Viking Systems Inc • Services-educational services • California
RECITALSPatent and Technology License Agreement • December 24th, 2003 • Viking Systems Inc • Services-educational services • California
Exhibit 99.4 Form 8-K Viking Systems, Inc. File No. 000-49636 VIKINGS SYSTEMS, INC. INCENTIVE STOCK OPTION AGREEMENT UNDER THE 2004 STOCK INCENTIVE PLANAgreement • November 2nd, 2004 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus • Nevada
AGREEMENT AND PLAN OF MERGER among Viking Systems, Inc., CONMED Corporation and Arrow Merger Corporation Dated as of August 13, 2012Agreement and Plan of Merger • August 14th, 2012 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 13, 2012, is by and among Viking Systems, Inc., a Delaware corporation (the “Company”), CONMED Corporation, a New York corporation (“Parent”), and Arrow Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
EXECUTIVE CHANGE OF CONTROL AGREEMENTExecutive Change of Control Agreement • August 24th, 2012 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus • California
AGREEMENT by and between Viking Systems, Inc., a Delaware corporation (the “Corporation”), and Robert Mathews (the “Executive”), dated as of the 23rd day of August, 2012.
EMPLOYMENT AGREEMENTEmployment Agreement • October 27th, 2005 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus
Agreement (“Agreement”), by and between Viking Systems, Inc, a Nevada corporation (“Viking”), and Lonna J. Williams (“Executive”) is executed on the 10th day of October 2005 but effective on July 1, 2005.
PURCHASE AGREEMENTPurchase Agreement • May 11th, 2011 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 5th day of May, 2011 by and among Viking Systems, Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 15th, 2005 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus • California
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 12, 2005, among (i) Viking Systems, Inc., a Nevada corporation (“Viking”), (ii) St. Cloud Capital Partners, L.P., a Delaware limited partnership (“St. Cloud”), as “Lead Lender” and “Collateral Agent” and (iii) St. Cloud, Donald Tucker, and any other Person signing the signature page of this Agreement as an Investor or that becomes an Investor after the date hereof in accordance with this Agreement (collectively, the “Investors”).
Personal Services AgreementPersonal Services Agreement • March 27th, 2007 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus • California
This Agreement (the “Agreement”) is entered into and effective this 1st day of August, 2005 (the “Effective Date”) by and between Dr. Camran Nezhat at Stanford School of Medicine, (hereinafter referred to as the “Consultant”), and Viking Systems, Inc., with offices at 7514 Girard Ave Ste 1509, La Jolla, CA 92037 (hereinafter referred to as “Company”).
SECURITY AGREEMENT dated as of August 12, 2005 among VIKING SYSTEMS, INC. and ST. CLOUD CAPITAL PARTNERS, L.P., as Collateral AgentSecurity Agreement • December 15th, 2005 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus • California
This SECURITY AGREEMENT, dated as of August 12, 2005 (this “Agreement”), among Viking Systems, Inc., a Nevada corporation (together with any other Person that executes a Joinder Agreement each, a “Grantor” and collectively, the “Grantors”), and ST. CLOUD CAPITAL PARTNERS, L.P., acting in the capacity of agent for the benefit of the Investors (the “Collateral Agent”).
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 2nd, 2007 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus
This Amendment to Securities Purchase Agreement dated as of July 19, 2007 (“Amendment”), is made by and among Viking Systems, Inc., a Delaware corporation (the “Company”) and the purchasers (the “Original Purchasers”) listed on the signature pages to the Securities Purchase Agreement dated as of February 23, 2007 as amended and as may be further amended (the “Purchase Agreement”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 11th, 2008 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus • California
This EXCLUSIVE LICENSE AGREEMENT (“Agreement”) is entered into and made effective as of August 5, 2008 (“Effective Date”) by INTUITIVE SURGICAL, INC., a Delaware corporation with principal offices located at 1266 Kifer Road, Sunnyvale, CA 94086 (“ISI”), and VIKING SYSTEMS, INC., a Delaware corporation having a place of business at 134 Flanders Rd, Westborough, MA 01581 (“VIKING”). ISI and VIKING may be referred to herein individually as a “Party” and collectively as the “Parties”.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 20th, 2011 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus • New York
STOCK PURCHASE AGREEMENT, dated as of May 4, 2011, by and among Midsummer Small Cap Master, Ltd. (collectively, the “Sellers”) and Clinton Magnolia Master Fund Ltd. (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 11th, 2011 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 5th day of May, 2011, by and among Viking Systems, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
AMENDMENT TO CONSENT, WAIVER AND AMENDMENT AGREEMENTConsent, Waiver • August 2nd, 2007 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus
This Amendment Agreement (this “Amendment”) is entered into as of July 19, 2007, by and between each of the undersigned purchasers, acting individually (individually a “Purchaser” and collectively the “Purchasers”), and Viking Systems, Inc., a Delaware corporation (the “Company”) and amends, that certain Consent, Waiver and Amendment Agreement entered into by the Purchasers and the Company on February 23, 2007 (the “Original CWA”).
Viking Systems, Inc. and Platinum Medical Enter Into Exclusive Distribution Agreement Agreement Will Significantly Expand Viking Systems U.S. Market PresenceViking Systems Inc • November 28th, 2006 • Electromedical & electrotherapeutic apparatus
SAN DIEGO - November 27, 2006 - Viking Systems, Inc. (OTCBB: VKSY), a designer, manufacturer and marketer of 3-D and 2-D vision systems for minimally invasive surgical (MIS) procedures, has entered into an exclusive Distribution Agreement with privately-owned Platinum Medical, Inc. of Las Vegas, Nevada. Under the agreement, Viking’s state-of-the-art 3Di Digital Vision Systems and 2Di Digital Vision Systems will be incorporated into Platinum Medical’s line of advanced surgical solutions.
