MEDICALCV, INC. 1,500,000 UNITS(1) CONSISTING OF 1,500,000 SHARES OF COMMON STOCK AND 1,500,000 REDEEMABLE COMMON STOCK PURCHASE WARRANTS UNDERWRITING AGREEMENT Equity Securities Investments, Inc. 701 Xenia Avenue South, Suite 130 Golden Valley,...Underwriting Agreement • November 14th, 2001 • Medicalcv Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
CONFIDENTIALSeparation Agreement • August 31st, 2001 • Medicalcv Inc • Minnesota
Exhibit 1 MEDICALCV, INC. 1,500,000 UNITS(1) CONSISTING OF 1,500,000 SHARES OF COMMON STOCK AND 1,500,000 REDEEMABLE COMMON STOCK PURCHASE WARRANTS UNDERWRITING AGREEMENT Equity Securities Investments, Inc. 701 Xenia Avenue South, Suite 130 Golden...Underwriting Agreement • August 31st, 2001 • Medicalcv Inc • Minnesota
Exhibit 10.9 ESCROW AGREEMENT THIS ESCROW AGREEMENT made and entered into this ____day of _______________, 2001, by and between Adel A. Mikhail, Ph.D., Blair P. Mowery, Allan R. Seck, George M. Wettstaedt, Ronald M. Bosrock, Salvador Merce Cervello,...Escrow Agreement • November 14th, 2001 • Medicalcv Inc • Orthopedic, prosthetic & surgical appliances & supplies
EXHIBIT 10.11 FIRST AMENDMENT TO SUPPLY AGREEMENT This First Amendment to the Supply Agreement (the "Amendment") is entered into and is effective as of this 6th day of March, 2001, by and between SULZER CARBOMEDICS INC. ("Company"), having its...Supply Agreement • August 31st, 2001 • Medicalcv Inc
ARTICLE I APPOINTMENT OF WARRANT AGENT; ISSUANCE, FORM AND EXECUTION OF WARRANT CERTIFICATESWarrant Agreement • August 31st, 2001 • Medicalcv Inc • Minnesota
ARTICLE 1 EMPLOYMENTExecutive Employment Agreement • August 31st, 2001 • Medicalcv Inc • Minnesota
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 16th, 2006 • Medicalcv Inc • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 13, 2006, among MedicalCV, Inc., a Minnesota corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ContractSecurities Agreement • April 4th, 2005 • Medicalcv Inc • Orthopedic, prosthetic & surgical appliances & supplies
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE 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. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
MedicalCV, Inc. [ ] Shares* Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • June 6th, 2006 • Medicalcv Inc • Surgical & medical instruments & apparatus • New York
MedicalCV, Inc., a Minnesota corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [ ] shares of Common Stock, $0.01 par value (“Common Stock”) of the Company, (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [ ] additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 11th, 2007 • Medicalcv Inc • Surgical & medical instruments & apparatus • Minnesota
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) effective September 17, 2007, by and between MedicalCV, Inc., a corporation duly organized and existing under the laws of the State of Minnesota, with a place of business at 9725 South Robert Trail, Inver Grove Heights, Minnesota 55077 (hereinafter referred to as the “Company”), and Michael A. Brodeur, a resident of the state of Minnesota (hereinafter referred to as “Executive”).
MEDICALCV, INC. NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO AMENDED AND RESTATED 2001 EQUITY INCENTIVE PLANNon-Qualified Stock Option Agreement • February 22nd, 2008 • Medicalcv Inc • Surgical & medical instruments & apparatus • Minnesota
THIS OPTION AGREEMENT is entered into by and between MedicalCV, Inc., a Minnesota corporation (the “Company”), and (the “Optionee”) pursuant to the Company’s Amended and Restated 2001 Equity Incentive Plan (the “Plan”). Unless otherwise defined herein, certain capitalized terms shall have the meaning set forth in the Plan.
EXHIBIT 10.16 August 31, 1999 Mr. Paul Miller 1809 Lydia Avenue St. Paul, MN 55113 RE: LOAN GUARANTY Dear Mr. Miller: Reference is made to the attached commitment letter from Riverside Bank to CV Dynamics, Inc. (the "Company") relative to the...Loan Guaranty Agreement • August 31st, 2001 • Medicalcv Inc
EXHIBIT 10.10 O.E.M. SUPPLY CONTRACT THIS AGREEMENT, effective as of July 24,1998 by and between SULZER CARBOMEDICS INC., a corporation organized and existing under the laws of the State of Delaware, with its principal office located at 1300 East...o.e.m. Supply Contract • August 31st, 2001 • Medicalcv Inc • Texas
EXHIBIT 10.17 August 24, 2001 AMENDMENT TO LOAN AGREEMENT Associated Bank and MedicalCV Inc. hereby agree to amend the Loan Agreement dated 11/23/99. The paragraph titled Tangible Net Worth shall be amended to read as follows: TANGIBLE NET WORTH....Loan Agreement • August 31st, 2001 • Medicalcv Inc
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 16th, 2006 • Medicalcv Inc • Surgical & medical instruments & apparatus
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Purchasers (the “Purchase Agreement”).
MedicalCV, INC. (As Approved by Shareholders December 13, 1997) NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • March 17th, 2005 • Medicalcv Inc • Orthopedic, prosthetic & surgical appliances & supplies
WHEREAS, the Company has established and maintains the MedicalCV, Inc. 1997 Stock Option Plan (the “Plan”), which is incorporated into and forms a part of this Agreement.
FEBRUARY 2005 CREDIT AGREEMENTCredit Agreement • March 9th, 2005 • Medicalcv Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
THIS CREDIT AGREEMENT, dated as of February 16, 2005, is by and between MEDICALCV, INC., a Minnesota corporation (the “Borrower”), and PKM PROPERTIES, LLC, a Minnesota limited liability company (the “Lender”).
EXHIBIT 10.14 CHANGE IN TERMS AGREEMENTChange in Terms Agreement • August 31st, 2001 • Medicalcv Inc
PRINCIPAL AMOUNT: $2,500,000.00 DATE OF AGREEMENT: NOVEMBER 23, 2000 DESCRIPTION OF EXISTING INDEBTEDNESS. PROMISSORY NOTE #90510600 DATED NOVEMBER 23, 1999 IN THE ORIGINAL AMOUNT OF $2,500,000.00. DESCRIPTION OF COLLATERAL. LEUTHOLD CORE INVESTMENT FUND PLEDGED BY PAUL K. MILLER PER A COMMERCIAL PLEDGE AND SECURITY AGREEMENT DATED NOVEMBER 23, 1999. REAL PROPERTY LOCATED AT 9605 WEST JEFFERSON TRAIL, INVER GROVE HEIGHTS, MINNESOTA, PER A MORTGAGE, SECURITY AGREEMENT, FIXTURE STATEMENT, AND ASSIGNMENT OF LEASES AND RENTS DATED NOVEMBER 23, 1999. ALL CORPORATE ASSETS, EXCLUDING ACCOUNTS RECEIVABLE, PER A COMMERCIAL SECURITY AGREEMENT DATED NOVEMBER 23, 1999. ALL FIXTURES PER A COMMERCIAL SECURITY AGREEMENT DATED NOVEMBER 23, 1999. DESCRIPTION OF CHANGE IN TERMS. WORKING CAPITAL LINE OF CREDIT. PROMISE TO PAY, MEDICAL CV, INC. FKA CV DYNAMICS, INC. ("BORROWER") PROMISES TO PAY TO ASSOCIATED BANK MINNESOTA ("LENDER"), OR ORDER, IN LAWFUL MONEY OF THE UNITED STATES OF AMERICA, THE PRINCIPA
AMENDMENT TO WARRANTSWarrant Amendment • July 14th, 2003 • Medicalcv Inc • Orthopedic, prosthetic & surgical appliances & supplies
THIS AMENDMENT to WARRANTS is made as of July 1, 2003, by and between MEDICAL CV, INC., a Minnesota corporation (the “Company”) and PKM PROPERTIES, LLC, a Minnesota limited liability company (the “Lender”).
MEDICALCV, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • March 25th, 2005 • Medicalcv Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
THIS OPTION AGREEMENT is entered into by and between MedicalCV, Inc., a Minnesota corporation (the “Company”), and (the “Optionee”).
MAY SECURITY AGREEMENTSecurity Agreement • July 14th, 2003 • Medicalcv Inc • Orthopedic, prosthetic & surgical appliances & supplies
(Hauser and PKM Properties, individually and collectively, and their respective successors and assigns, will be referred to in this May Security Agreement as the “Secured Party”)
MAY DISCRETIONARY CREDIT AGREEMENTDiscretionary Credit Agreement • July 14th, 2003 • Medicalcv Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
THIS DISCRETIONARY CREDIT AGREEMENT, dated as of July 1, 2003, is by and between MEDICALCV, INC., a Minnesota corporation (the “Borrower”), and PKM PROPERTIES, LLC, a Minnesota limited liability company (the “Lender”).
COMMON STOCK PURCHASE WARRANTSecurity Agreement • October 16th, 2006 • Medicalcv Inc • Surgical & medical instruments & 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 the fifth (5th) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MEDICALCV, INC., a Minnesota corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.01 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).
AMENDED AND RESTATED BYLAWS OF MEDICALCV, INC.Bylaws • December 10th, 2007 • Medicalcv Inc • Surgical & medical instruments & apparatus • Minnesota
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 4th, 2005 • Medicalcv Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 31, 2005, by and among MedicalCV, Inc., a Minnesota corporation (the “Company”), and the investors signatory hereto (each a “Investor” and collectively, the “Investors”).
MEDICALCV, INC. DIRECTOR STOCK OPTION AGREEMENT PURSUANT TO 2005 DIRECTOR STOCK OPTION PLANDirector Stock Option Agreement • September 23rd, 2005 • Medicalcv Inc • Surgical & medical instruments & apparatus • Minnesota
OPTION AGREEMENT dated as of , by and between MedicalCV, Inc., a Minnesota corporation (the “Company”), and , an individual eligible to receive options under the Plan (“Optionee”). Unless otherwise defined herein, capitalized terms shall have the meaning set forth in the Company’s 2005 Director Stock Option Plan.
TECHNICAL ASSISTANCE AGREEMENTTechnical Assistance Agreement • July 29th, 2004 • Medicalcv Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
THIS TECHNICAL ASSISTANCE AGREEMENT (this “Agreement”) is made and entered into as of this 7th day August of 2002 (the “Effective Date) by and between MedicalCV, Inc. (“MedicalCV”), a Minnesota corporation with a business address at 9725 South Robert Trail, Inver Grove Heights, Minnesota 55077, agreeing to have William F. Northup III, M.D., and individual residing at 4702 Lakeview Drive, Edina, Minnesota 55424 (together with his personal representatives, heirs and assigns, “Dr. Northrup”), serve as an independent contractor for MedicalCV, with reference to the following:
AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • June 15th, 2007 • Medicalcv Inc • Surgical & medical instruments & apparatus
This Amendment to the Warrant Agreement (this “Amendment”) made and entered into on June 15, 2007, amends that certain Common Stock Purchase Warrant (the “Warrant”) issued to Whitebox Ready Ltd. on April 20, 2007, by MedicalCV, Inc. (the “Company”). Unless modified herein, all other terms and provisions of the Warrant shall remain in full force and effect and unmodified hereby. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Warrant.
MINNETRONIX® Thinking Medical Systems MINNETRONIX, INC.-MEDICALCV, INC. PRODUCTION SERVICES AGREEMENTProduction Services Agreement • March 15th, 2007 • Medicalcv Inc • Surgical & medical instruments & apparatus • Minnesota
This production services agreement (this “Agreement”) is dated as of December 6, 2006 (“Effective Date”), and is between MEDICALCV, INC. (“Buyer”), and MINNETRONIX, INC., a Minnesota corporation (“Seller”).
FORM OF DEBT CONVERSION AGREEMENTDebt Conversion Agreement • April 4th, 2005 • Medicalcv Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
DEBT CONVERSION AGREEMENT, dated effective the 29th day of March, 2005, by and between MedicalCV, Inc., a Minnesota corporation (the “Company”), and (the “Lender”).
MEDICALCV, INC. SECURED NOTE PURCHASE AGREEMENT June 15, 2007Secured Note Purchase Agreement • June 15th, 2007 • Medicalcv Inc • Surgical & medical instruments & apparatus • Minnesota
THIS SECURED NOTE PURCHASE AGREEMENT (the “Agreement”) is entered into effective as of the 15th day of June, 2007 (the “Effective Date”), by and among MedicalCV, Inc., a Minnesota corporation (the “Company”) and the holders listed under “Second Closing” on Schedule 1.0 hereto (each a “Holder” and collectively the “Holders”), as part of the second closing of the 2007 Secured Notes.
SUBORDINATED MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENTSubordinated Mortgage, Security Agreement and Fixture Financing Statement • April 4th, 2003 • Medicalcv Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
THIS SECOND MORTGAGE is made as of the 17th day of January, 2003, by MedicalCV, Inc., a Minnesota corporation (“Mortgagor”) for the benefit of PKM Properties, LLC, a Minnesota limited liability company (“Mortgagee”).
July 1, 2003Loan Agreement • July 14th, 2003 • Medicalcv Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
TECHNOLOGY PURCHASE AGREEMENTTechnology Purchase Agreement • July 29th, 2004 • Medicalcv Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
THIS AGREEMENT, dated as of August 27, 2003, by and among MedicalCV, Inc., a Minnesota corporation (“MedicalCV”) and LightWave Ablation Systems, Inc., a North Carolina corporation (“LightWave”), Gregory Brucker (Brucker), and Robert Svenson M.D. (“Svenson”).
