INDEMNITY AGREEMENTIndemnity Agreement • January 19th, 2007 • Cardiomems Inc • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 20 , is made by and between CARDIOMEMS, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
CardioMEMS, Inc. Common Stock UNDERWRITING AGREEMENT dated [ ] Banc of America Securities LLC CIBC World Markets Corp. Jefferies & Company, Inc. Pacific Growth Equities LLCUnderwriting Agreement • April 19th, 2007 • Cardiomems Inc • Surgical & medical instruments & apparatus • New York
CardioMEMS, Inc. 75 Fifth Street, NW, Suite 440 Atlanta, GA 30308 Phone (404) 920-6700 Fax (404) 885-9974Employment Agreement • January 19th, 2007 • Cardiomems Inc • Georgia
This letter agreement (the “Agreement”) memorializes your employment terms with CardioMEMS, Inc. (the “Company”) in the position of Chief Executive Officer (“CEO”), effective as of your date of hire with the Company, which is October 23, 2006 (the “Hire Date”).
LICENSE AND DEVELOPMENT AGREEMENTLicense and Development Agreement • March 19th, 2007 • Cardiomems Inc • Surgical & medical instruments & apparatus • Delaware
THIS LICENSE AGREEMENT (the “Agreement”) is made and entered into effective as of November 18, 2005 (the “Effective Date”) by and between CARDIOMEMS, Inc. a Delaware corporation with offices at 75 Fifth Street, N.W., Suite 440, Atlanta, GA 30308 (“CardioMEMS”), and MEDTRONIC, INC., a Minnesota corporation with offices at 710 Medtronic Parkway, Minneapolis, MN 55432 (“Medtronic”). CardioMEMS and Medtronic may be referred to herein individually as a “Party”, and collectively as the “Parties.”
ContractWarrant Agreement • January 19th, 2007 • Cardiomems Inc • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
RENTAL AGREEMENTRental Agreement • January 19th, 2007 • Cardiomems Inc • Georgia
THIS RENTAL AGREEMENT (hereinafter referred to as “Agreement”), is made and entered into as of this August 17, 2005, (hereinafter referred to as the “Effective Date”), by and between Georgia Advanced Technology Ventures, (hereinafter referred to as “Landlord”), whose address for purposes of this Agreement is 75 Fifth Street, NW, Atlanta, Georgia 30308 and, CardioMems, Inc, (hereinafter referred to as “Tenant”), whose address for purposes of this Agreement is 75 Fifth Street NW, Atlanta, GA 30308 suite 440.
LICENSE AGREEMENTLicense Agreement • April 5th, 2007 • Cardiomems Inc • Surgical & medical instruments & apparatus • Georgia
THIS AGREEMENT is made and entered into the 27th day of March, 2001 (the “Effective Date”) by and between the GEORGIA TECH RESEARCH CORPORATION, a nonprofit corporation organized and existing under the laws of the State of Georgia and having its principal offices at the Georgia Institute of Technology (hereinafter “GIT”), Centennial Research Building, Atlanta, Georgia 30332-0415, (hereinafter “GTRC”) and CardioMEMS, Inc., a corporation existing under the laws of the State of Ohio, and having its principal offices at 109 Waverly Lane, South Russell, Ohio 44022, (hereinafter “Licensee”).
LOAN AND SECURITY AGREEMENT CARDIOMEMS, INC.Loan and Security Agreement • January 19th, 2007 • Cardiomems Inc • Georgia
This LOAN AND SECURITY AGREEMENT dated as of the Effective Date, between SILICON VALLEY BANK (“Bank”), whose address is 3003 Tasman Drive, Santa Clara, California 95054 with a loan production office located at 3343 Peachtree Road, N.E., Atlanta, Georgia 30326 and CardioMEMS, Inc., a Delaware corporation, whose address is 75 Fifth St., Suite 205, Atlanta, GA 30308 (“Borrower”) provides the terms on which Bank will lend to Borrower and Borrower will repay Bank. The parties agree as follows:
CARDIOMEMS, INC. STOCK OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Stock Option Agreement • January 19th, 2007 • Cardiomems Inc
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, CardioMems, Inc. (the “Company”) has granted you an option under its 2001 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
STATE OF GEORGIA COUNTY OF FULTON: RENTAL AGREEMENTRental Agreement • January 19th, 2007 • Cardiomems Inc • Georgia
THIS RENTAL AGREEMENT, (hereinafter referred to as “Agreement”), is made and entered into as of this February 7, 2006, (hereinafter referred to as the “Effective Date”), by and between the Board of Regents of the University System of Georgia by an on behalf of the Georgia Institute of Technology/Advance Technology Development Center, (hereinafter referred to as “Landlord”), whose address for purposes of this Agreement is 75 Fifth Street, NW, Suite 100, Atlanta, Georgia 30308 and, CardioMems, Inc, (hereinafter referred to as “Tenant”), whose address for purposes of this Agreement is 311 Ferst Drive, NW, Suite L1325,1370,L1332,L1335,L1328, Atlanta, GA 30332.
CARDIOMEMS, INC. OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Option Agreement • April 5th, 2007 • Cardiomems Inc • Surgical & medical instruments & apparatus
Pursuant to your Option Grant Notice (“Grant Notice”) and this Option Agreement, CardioMEMS, Inc. (the “Company”) has granted you an option under its 2006 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
MASSACHUSETTS INSTITUTE OF TECHNOLOGY EXCLUSIVE PATENT LICENSE AGREEMENT and CARDIOMEMS, INC.Exclusive Patent License Agreement • April 5th, 2007 • Cardiomems Inc • Surgical & medical instruments & apparatus • Massachusetts
This Agreement, effective as August 1, 2001 (the “EFFECTIVE DATE”), is between the Massachusetts Institute of Technology (“M.I.T.”), a Massachusetts corporation, with a principal office at 77 Massachusetts Avenue, Cambridge, MA 02139-4307 and CardioMEMS, INC. (“COMPANY”), a Delaware corporation, with a principal place of business at .
CARDIOMEMS, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT SEPTEMBER 18, 2006Investor Rights Agreement • March 19th, 2007 • Cardiomems Inc • Surgical & medical instruments & apparatus • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 18th day of September, 2006, by and among CARDIOMEMS, INC., a Delaware corporation (the “Company”) and each of the persons and entities listed on EXHIBIT A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
SUPPLY AGREEMENTSupply Agreement • March 19th, 2007 • Cardiomems Inc • Surgical & medical instruments & apparatus • Delaware
This SUPPLY AGREEMENT (the “Agreement”) is made as of November 18, 2005 (the “Effective Date”) by and between CARDIOMEMS, INC., a Delaware corporation with its principal place of business located at 75 Fifth Street, N.W., Suite 440, Atlanta, GA 30308 (“Supplier”), and MEDTRONIC, INC., a Minnesota corporation with its principal place of business located at 710 Medtronic Parkway, Minneapolis, MN 55432 (“Purchaser”). Purchaser and Supplier may be referred to herein individually as a “Party” or collectively as the “Parties.”
CARDIOMEMS, INC. CONSULTING AGREEMENTConsulting Agreement • January 19th, 2007 • Cardiomems Inc • Georgia
THIS CONSULTING AGREEMENT (the “Agreement”) is entered on this 31st day of May 2001 (“Effective Date”) by and among CARDIOMEMS, INC., a Delaware corporation, and its successors or assignees (“Company”), and MARK ALLEN, an individual and resident of the State of Georgia (referred to herein as “Consultant”) for the purpose of setting forth the terms and conditions by which the Company will acquire Consultant’s services.
CARDIOMEMS, INC. OPTION AGREEMENT (NONSTATUTORY STOCK OPTION)Option Agreement • April 5th, 2007 • Cardiomems Inc • Surgical & medical instruments & apparatus
Pursuant to your Option Grant Notice (“Grant Notice”) and this Option Agreement, CardioMEMS, Inc. (the “Company”) has granted you an option pursuant to the Non-Discretionary Grant Program under its 2006 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
