CARDIONET, INC. INDEMNITY AGREEMENTIndemnification Agreement • August 17th, 2007 • Cardionet Inc • Delaware
THIS INDEMNITY AGREEMENT (this "Agreement") dated as of , 20 , is made by and between CardioNet, Inc., a Delaware corporation (the "Company"), and ("Indemnitee").
Indemnity AgreementIndemnity Agreement • November 7th, 2008 • Cardionet Inc • Surgical & medical instruments & apparatus • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of July 11, 2008, is made by and between CARDIONET, INC., a Delaware corporation (the “Company”), and RANDY H. THURMAN (“Indemnitee”).
OFFICE LEASE EXECUTIVE COMPLEX Executive One Associates, an Illinois limited partnership, as Landlord, and CardioNet, Inc., a California corporation, as Tenant.Office Lease • August 17th, 2007 • Cardionet Inc • California
This Office Lease (the "Lease"), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the "Summary"), below, is made by and between EXECUTIVE ONE ASSOCIATES, an Illinois limited partnership ("Landlord"), and CARDIONET, INC., a California corporation ("Tenant").
CREDIT AND SECURITY AGREEMENT dated as of August 29, 2012 by and among CARDIONET, INC., AGILITY CENTRALIZED RESEARCH SERVICES, INC., BIOTEL INC., BRAEMAR, INC., ECG SCANNING & MEDICAL SERVICES LLC, AND CARDIOCORE LAB, INC. each as Borrower, and...Credit and Security Agreement • August 30th, 2012 • CardioNet, Inc. • Surgical & medical instruments & apparatus • Maryland
THIS CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of August 29, 2012 by and among CARDIONET, INC., a Delaware corporation, AGILITY CENTRALIZED RESEARCH SERVICES, INC., a Minnesota corporation, BIOTEL INC., a Minnesota corporation, BRAEMAR, INC., a North Carolina corporation, ECG SCANNING & MEDICAL SERVICES LLC, a Delaware limited liability company, CARDIOCORE LAB, INC., a Delaware corporation and successor by merger to Cardinal Merger Sub, Inc. (a Delaware corporation) and any additional borrower that may hereafter be added to this Agreement (each individually as a “Borrower”, and collectively as “Borrowers”), MIDCAP FINANCIAL, LLC, a Delaware limited liability company, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.
CARDIONET, INC. INDEMNITY AGREEMENTIndemnity Agreement • February 25th, 2011 • Cardionet Inc • Surgical & medical instruments & apparatus • Delaware
THIS INDEMNITY AGREEMENT (this "Agreement") dated as of , 20 , is made by and between CARDIONET, INC., a Delaware corporation (the "Company"), and FRED A. MIDDLETON ("lndemnitee").
CARDIONET, INC. EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2011 • Cardionet Inc • Surgical & medical instruments & apparatus • Pennsylvania
This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into effective as of November 25, 2008 (the "Effective Date") by and among CARDIONET, INC. (the "Company") and PHILIP G. LEONE (the "Executive"). The Company and Executive are hereinafter collectively referred to as the "Parties", and individually referred to as a "Party". This Agreement supersedes all prior and contemporaneous oral or written employment agreements or arrangements between Executive and the Company.
MERGER AGREEMENT by and among CARDIONET, INC. GARDEN MERGER SUB, INC. and BIOTEL INC. Dated as of November 5, 2010Merger Agreement • November 12th, 2010 • Cardionet Inc • Surgical & medical instruments & apparatus • Minnesota
MERGER AGREEMENT, dated as of November 5, 2010 (the “Agreement”), among CARDIONET, INC., a Delaware corporation (“Parent”), GARDEN MERGER SUB, INC., a Minnesota corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and BIOTEL INC., a Minnesota corporation (the “Company”).
CARDIONET, INC. EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2013 • CardioNet, Inc. • Surgical & medical instruments & apparatus • Pennsylvania
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of July 30, 2010 (the “Effective Date”) by and among CARDIONET, INC. (the “Company”) and FRED A. BROADWAY III (the “Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”. This Agreement supersedes all prior and contemporaneous oral or written employment agreements or arrangements between Executive and the Company.
CARDIONET, INC. WARRANT TO PURCHASE PREFERRED STOCKWarrant Agreement • November 9th, 2007 • Cardionet Inc • Surgical & medical instruments & apparatus • California
THIS CERTIFIES THAT, for value received, (the "Holder"), is entitled to subscribe for and purchase at the Warrant Price (as defined below) from CARDIONET, INC., a California corporation (the "Company"), up to such number and series of fully paid and nonassessable shares of Preferred Stock of the Company (or such other number, class and kind of shares as may be issuable hereunder pursuant to Section 4 below) (the "Shares") as set forth herein, during the Exercise Period (as defined below).
TO EARLY EXERCISE STOCK PURCHASE AGREEMENT RECOURSE PROMISSORY NOTERecourse Promissory Note • November 9th, 2007 • Cardionet Inc • Surgical & medical instruments & apparatus • California
FOR VALUE RECEIVED, the undersigned hereby unconditionally promises to pay to the order of CARDIONET, INC., a California corporation (the "Company"), at 1010 Second Avenue, Suite 700, San Diego, California 92101, or at such other place as the holder hereof may designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of ONE HUNDRED TWELVE THOUSAND FIVE HUNDRED AND NO/00 DOLLARS ($112,500.00) together with interest accrued from the date hereof on the unpaid principal at the rate of 4.58% per annum, or the maximum rate permissible by law (which under the laws of the State of California shall be deemed to be the laws relating to permissible rates of interest on commercial loans), whichever is less, as follows:
LEASE AGREEMENT NAVARRO LOWREY, L.P.— CENTREPARK PLAZA I PARTNERS SERIES a Delaware limited partnership authorized to transact business in Florida as Navarro Lowrey, Ltd.—Centrepark Plaza I Partners Series ("Landlord") PHYSICIANS DIAGNOSTIC SERVICES,...Lease Agreement • August 17th, 2007 • Cardionet Inc
THIS LEASE AGREEMENT is made and entered into this day of , 2002 by and between NAVARRO LOWREY, L.P.—CENTREPARK PLAZA I PARTNERS SERIES, a Delaware limited partnership authorized to transact business in Florida as Navarro Lowrey, Ltd.—Centrepark Plaza I Partners Series ("Landlord") and, PHYSICIANS DIAGNOSTIC SYSTEMS, LLC, authorized to transact business in Florida ("Tenant").
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2008 • Cardionet Inc • Surgical & medical instruments & apparatus • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into effective as of November 1, 2005 (the "Effective Date") by and between CardioNet, Inc., a California corporation (the "Company"), and James M. Sweeney, an individual ("Employee"). The Company and Employee are hereinafter collectively referred to as the "Parties," and individually referred to as each or any "Party."
VOTING AGREEMENTVoting Agreement • November 12th, 2010 • Cardionet Inc • Surgical & medical instruments & apparatus • Minnesota
VOTING AGREEMENT, dated as of November -, 2010 (this “Agreement”), by and among CARDIONET, INC., a Delaware corporation (“Parent”), and (“Shareholder”), a shareholder of BIOTEL INC., a Minnesota corporation (the “Company”).
QuickLinks -- Click here to rapidly navigate through this documentWarrant Agreement • August 17th, 2007 • Cardionet Inc • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
FIRST AMENDMENT TO LEASELease Agreement • May 4th, 2010 • Cardionet Inc • Surgical & medical instruments & apparatus • Minnesota
This First Amendment to Lease (“First Amendment”) is entered into this 24th day of February, 2010 (the “First Amendment Effective Date”), by and between OCC, LLC, a Delaware LLC (“Landlord”) and CardioNet, Inc., a Delaware Corporation (“Tenant”).
Amendment No. 7 To Communications Voice and Data Services Provider AgreementCommunications Voice and Data Services Provider Agreement • February 25th, 2011 • Cardionet Inc • Surgical & medical instruments & apparatus
This Amendment No. 7 to the Communication Voice and Data Services Provider Agreement dated May 12, 2003, as amended ("Amendment") is entered into as of February 1, 2010 ("Amendment Effective Date") by and between nPhase, LLC, a Delaware limited liability company ("nPhase") and CardioNet, Inc., a Delaware corporation ("CardioNet"), with respect to the following facts:
CARDIONET, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 17th, 2007 • Cardionet Inc • California
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of March 8, 2007 by and among CARDIONET, INC., a California corporation (the "Company"), the investors listed on Exhibit A hereto (the "Initial Investors") and each person or entity that subsequently becomes a party to this Agreement pursuant to, and in accordance with, the provisions of Section 2.9 hereof (the "Investor Permitted Transferees" and together with the Initial Investors, the "Investors" and each individually as an "Investor").
July 22, 2010Resignation Agreement • August 2nd, 2010 • Cardionet Inc • Surgical & medical instruments & apparatus
This letter sets forth the agreement between CardioNet, Inc. (the “Company”) and Randy H. Thurman, Chairman of the Board of the Company, supplementing the terms and conditions of Mr. Thurman’s resignation as chief executive officer of the Company, as set forth in the attached letter from Mr. Thurman dated June 15, 2010 (the “June 15 letter”). In particular, the parties agree as follows: (1) effective as of July 1, 2010, Mr. Thurman shall be permitted to elect to continue to participate in the Company’s medical, dental and other health plans on the same general terms and conditions as were applicable immediately prior to his resignation as chief executive officer, subject to changes in the plan’s terms and conditions as are applicable to other plan participants from time to time, and subject to the requirement that Mr. Thurman must pay the full premium for the coverage elected; (2) the arrangement described in (1) shall continue to apply for the period during which Mr. Thurman serves on
CARDIONET, INC. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 17th, 2007 • Cardionet Inc • California
THIS SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this "Agreement") is entered into as of March 18, 2004, by and among CARDIONET, INC., a California corporation (the "Company"), the investors listed on Exhibit A hereto (collectively referred to hereinafter as the "Investors" and each individually as an "Investor"), and the shareholders listed on Exhibit B hereto (collectively referred to hereinafter as the "Founders" and each individually as a "Founder").
BUILDING LEASEBuilding Lease • December 6th, 2007 • Cardionet Inc • Surgical & medical instruments & apparatus • Pennsylvania
THIS LEASE (the "Lease") is made as of November 2, 2007 between COLUMBUS PARK PROPERTIES, LP (herein collectively referred to as "Landlord"), a Pennsylvania limited partnership and CARDIONET, INC. (herein referred to as "Tenant"), a California corporation.
LEASE AGREEMENTLease Agreement • November 6th, 2009 • Cardionet Inc • Surgical & medical instruments & apparatus
THIS LEASE AGREEMENT (“Lease”) is made and entered into as of September , 2009 by and between EastGroup Properties, L.P., a Delaware limited partnership (“Landlord”) and CardioNet, Inc., a Delaware corporation (“Tenant”).
CARDIONET, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • November 9th, 2007 • Cardionet Inc • Surgical & medical instruments & apparatus • California
THIS SUBSCRIPTION AGREEMENT (the "Agreement") is made and entered into as of March 8, 2007, by and among CardioNet, Inc., a California corporation (the "Company"), and each of those persons and entities, severally and not jointly, whose names are set forth on the Schedule of Purchasers (the "Schedule of Purchasers") attached hereto as Exhibit A (which persons and entities are hereinafter referred to collectively as "Purchasers" and each individually as a "Purchaser").
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • November 12th, 2010 • Cardionet Inc • Surgical & medical instruments & apparatus • Minnesota
THIS SETTLEMENT AGREEMENT AND RELEASE (“Agreement”), is made by and between CardioNet, Inc. (“CardioNet”) and Biotel, Inc. (“Biotel”), with both parties being referred to collectively as the “Settling Parties.”
CardioNet, Inc. Shares(1) Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • February 28th, 2008 • Cardionet Inc • Surgical & medical instruments & apparatus • New York
Citigroup Global Markets Inc. Lehman Brothers Inc. Leerink Swann LLC Thomas Weisel Partners LLC As Representatives of the several Underwriters c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013
LOAN AGREEMENTLoan Agreement • November 9th, 2007 • Cardionet Inc • Surgical & medical instruments & apparatus • California
THIS LOAN AGREEMENT (this "Agreement") is entered into effective as of September 25, 2006 (the "Effective Date") between DAVID S. WOOD, a married man ("Mr. Wood"), and CARDIONET, INC., a California corporation ("CardioNet"), with reference to the following facts:
CardioNet, Inc. Conshohocken, PA 19428Separation Agreement • July 18th, 2008 • Cardionet Inc • Surgical & medical instruments & apparatus • Delaware
Reference is made to your Amended and Restated Employment Agreement, dated as of November 1, 2005, as amended on February 27, 2008 (the “Employment Agreement’).
QuickLinks -- Click here to rapidly navigate through this documentSecured Subordinated Note • November 9th, 2007 • Cardionet Inc • Surgical & medical instruments & apparatus • California
THIS NOTE AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment Agreement • December 6th, 2007 • Cardionet Inc • Surgical & medical instruments & apparatus • Florida
THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT (the "Agreement"), is made and entered into effective as of January 1st 2007, by and between and PDSHEART, INC., a Delaware corporation (the "Company"), and Gregory A. Marsh (the "Employee"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Certificate of Incorporation of the Corporation dated as of 1st day of October 2003.
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • November 9th, 2007 • Cardionet Inc • Surgical & medical instruments & apparatus • California
THIS NOTE AND WARRANT PURCHASE AGREEMENT (the "Agreement") is made as of the 1st day of May, 2006 (the "Effective Date") by and among CARDIONET, INC., a California corporation (the "Company"), and the persons and entities named on the Schedule of Purchasers attached hereto (individually, a " Purchaser" and collectively, the "Purchasers").
CONSIGNMENT INVENTORY AGREEMENTConsignment Inventory Agreement • August 17th, 2007 • Cardionet Inc • California
This Agreement ("Agreement") is entered into this September 13, 2004 ("Effective Date") by Varian, Inc., a Delaware corporation, through its Electronics Manufacturing business, with an office at 615 South River Drive, Tempe, Arizona 85281 ("VEM"), and Cardionet Incorporated, a CA corporation, with an office at 510 Market ST, San Diego, CA 92101 ("Customer").
PROPRIETARY INFORMATION AND INVENTIONS AGREEMENTProprietary Information and Inventions Agreement • August 17th, 2007 • Cardionet Inc • California
In consideration of my employment by CARDIONET, INC., a California corporation (the "Company"), the compensation to be paid to me by the Company during the period of my employment, and for other valuable consideration, I (the "Employee") hereby agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • February 19th, 2008 • Cardionet Inc • Surgical & medical instruments & apparatus • California
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into effective as of November 24, 2007 (the "Effective Date") by and between CardioNet, Inc., a California corporation (the "Company"), and Arie Cohen, an individual ("Employee"). The Company and Employee are hereinafter collectively referred to as the "Parties," and individually referred to as each or any "Party."
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • August 17th, 2007 • Cardionet Inc
This Separation and Release Agreement (the "Agreement") is entered into between CARDIONET, INC., a California corporation ("Employer") and David S. Wood, an individual ("Wood"), and shall be effective on the Effective Date specified in Section 14 below.
SEPARATION AGREEMENT AND WAIVER AND RELEASESeparation Agreement • October 27th, 2011 • CardioNet, Inc. • Surgical & medical instruments & apparatus • Pennsylvania
This Separation Agreement and Waiver and Release (this “Agreement”), is entered into as of the date set forth on the signature page below, by and between Randy H. Thurman (“you”) and CardioNet, Inc. (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among CARDIONET, INC., a Delaware corporation; CARDINAL MERGER SUB, INC., a Delaware corporation; CARDIOCORE LAB, INC., a Delaware corporation; and the STOCKHOLDER REPRESENTATIVE Dated as of August 5, 2012Merger Agreement • August 6th, 2012 • CardioNet, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of and shall be effective as of August 5, 2012, by and among CardioNet, Inc., a Delaware corporation (“Purchaser”), cardioCORE Lab, Inc., a Delaware corporation (“Company”), Cardinal Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Purchaser (“Merger Sub”) and the Stockholder Representative (as defined herein). Certain capitalized terms in this Agreement are defined in Exhibit A hereto.
