CARDICA, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20__ Debt SecuritiesIndenture • May 4th, 2016 • Cardica Inc • Surgical & medical instruments & apparatus • New York
Whereas, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
Cardica, Inc. and _____________, As Warrant Agent Form Of Common Stock Warrant Agreement Dated As Of __________Common Stock Warrant Agreement • May 4th, 2016 • Cardica Inc • Surgical & medical instruments & apparatus • New York
This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between Cardica, Inc., a Delaware corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO ___ SHARES OF COMMON STOCK), ____ SERIES 1 WARRANTS TO PURCHASE ____ SHARES OF COMMON STOCK AND ____ SERIES 2 WARRANTS TO PURCHASE ____ SHARES OF COMMON STOCK OF DEXTERA SURGICAL INC.Underwriting Agreement • May 11th, 2017 • Dextera Surgical Inc • Surgical & medical instruments & apparatus • New York
The undersigned, Dextera Surgical Inc., a company incorporated under the laws of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co., Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
Cardica, Inc. and _____________, As Warrant Agent Form Of Debt Securities Warrant Agreement Dated As Of __________Securities Warrant Agreement • May 4th, 2016 • Cardica Inc • Surgical & medical instruments & apparatus • New York
This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between Cardica, Inc., a Delaware corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
SERIES 1] [SERIES 2] COMMON STOCK PURCHASE WARRANT DEXTERA SURGICAL INC.Dextera Surgical Inc • May 11th, 2017 • Surgical & medical instruments & apparatus • New York
THIS [SERIES 1] [SERIES 2] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (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 _________, 2017 (the “Initial Exercise Date”) and on or prior to the close of business on the [five (5) year]1 [one (1) year]2 anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Dextera Surgical Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall init
ContractCardica Inc • August 4th, 2011 • Surgical & medical instruments & apparatus • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 15th, 2010 • Cardica Inc • Surgical & medical instruments & apparatus • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 14, 2010, by and between CARDICA, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
SERIES 1] [SERIES 2] COMMON STOCK PURCHASE WARRANT DEXTERA SURGICAL INC.Dextera Surgical Inc • May 8th, 2017 • Surgical & medical instruments & apparatus • New York
THIS [SERIES 1] [SERIES 2] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (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 _________, 2017 (the “Initial Exercise Date”) and on or prior to the close of business on the [five (5) year]1 [one (1) year]2 anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Dextera Surgical Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall init
CARDICA, INC. [●] Shares of Common Stock and [●] Shares of Series A Convertible Preferred Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 14th, 2014 • Cardica Inc • Surgical & medical instruments & apparatus • New York
Cardica Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Wedbush Securities Inc. (“Wedbush”) and Craig-Hallum Capital Group LLC (“Craig-Hallum” and, together with Wedbush, the “Underwriters”), for whom Wedbush is acting as representative, an aggregate of [●] shares of its common stock, $0.001 par value per share (the “Common Stock”) and [●] shares of Series A Convertible Preferred Stock, $0.001 par value per share (the “Preferred Stock” and, together with the Common Stock, the “Firm Securities”). In addition, the Company proposes to grant to the Underwriters an option to purchase an additional [●] shares of its Common Stock (the “Optional Securities”) for the purpose of covering over-allotments in connection with the sale of the Firm Securities. The Firm Securities and the Optional Securities which the Underwriters elect to purchase pursuant to Section 2(a) hereof are hereinafter collectively called the “Sec
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • December 15th, 2010 • Cardica Inc • Surgical & medical instruments & apparatus • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of December 14, 2010 by and between CARDICA, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
Cardica, Inc. and _____________, As Warrant Agent Form Of Common Stock Warrant Agreement Dated As Of __________Common Stock Warrant Agreement • December 15th, 2010 • Cardica Inc • Surgical & medical instruments & apparatus • New York
Common Stock Warrant Agreement (this “Agreement”), dated as of ______________ between Cardica, Inc., a Delaware corporation (the “Company”) and ___________________, a [corporation] [national banking association] organized and existing under the laws of __________________ and having a corporate trust office in _______________________, as warrant agent (the “Warrant Agent”).
Cardica, Inc. and _____________, As Warrant Agent Form Of Preferred Stock Warrant Agreement Dated As Of __________Preferred Stock Warrant Agreement • May 4th, 2016 • Cardica Inc • Surgical & medical instruments & apparatus • New York
This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between Cardica, Inc., a Delaware corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
SECOND AMENDMENT TO DISTRIBUTION AGREEMENTDistribution Agreement • September 24th, 2010 • Cardica Inc • Surgical & medical instruments & apparatus
This SECOND AMENDMENT TO DISTRIBUTION AGREEMENT (this “Amendment”) is made and entered into as June 13, 2007 (the “Effective Amendment Date”) by and between Century Medical, Inc., a Japanese corporation with its principal place of business located at 1-6-4 Ohsaki, Shinagawa-Ku, Tokyo, 141-8588, Japan (“DISTRIBUTOR”), and Cardica, Inc., a Delaware corporation with its principal place of business located at 900 Saginaw Drive, Redwood City, California 94063 USA (“COMPANY”).
Distribution Agreement by and between Cardica, Inc. a Delaware Corporation and Century Medical, Inc. a Japanese Corporation Dated as of June 16, 2003Distribution Agreement • February 2nd, 2006 • Cardica Inc • Surgical & medical instruments & apparatus • California
This DISTRIBUTION AGREEMENT (“Agreement”) is made this 16th day of June, 2003 (“Effective Date”), by and between Cardica, Inc., a Delaware corporation with its principal place of business located at 171 Jefferson Drive, Menlo Park, CA 94025, USA (hereinafter referred to as “COMPANY”) and Century Medical, Inc., a Japanese Corporation with its principal place of business located at 1-6-4 Ohsaki, Shinagawa-Ku, Tokyo, 141-8588, Japan (hereinafter referred to as “DISTRIBUTOR”) in consideration of the mutual covenants and conditions hereinafter stated.
September 16, 2015 Bernard Hausen, M.D., Ph.D. Cardica, Inc. Redwood City, CA 94063 Dear Bernard:Cardica Inc • November 12th, 2015 • Surgical & medical instruments & apparatus • California
As you know, you have announced your intent to retire from Cardica, Inc. (the “Company”). This letter agreement sets forth the substance of the transition and separation agreement (the “Agreement”) that the Company is offering to you in connection with your retirement.
CARDICA, INC. OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Option Agreement • September 25th, 2014 • Cardica Inc • Surgical & medical instruments & apparatus
Pursuant to your Option Grant Notice (“Grant Notice”) and this Option Agreement, Cardica, Inc. (the “Company”) has granted you an option under its 2005 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.
Cardica, Inc. Note Conversion AgreementNote Conversion Agreement • November 8th, 2006 • Cardica Inc • Surgical & medical instruments & apparatus • California
This Note Conversion Agreement (this “Agreement”) is made and entered into as of the 7th day of November, 2006, by and among Cardica, Inc., a Delaware corporation (the “Company”), and Guidant Investment Corporation, a California corporation (the “Holder”).
CONSENT TO GRANT OF REGISTRATION RIGHTS AND AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 8th, 2006 • Cardica Inc • Surgical & medical instruments & apparatus
This Consent to Grant of Registration Rights and Amendment to Amended and Restated Investor Rights Agreement (this “Consent and Amendment”) is entered into this 7th day of November, 2006, by and among Cardica, Inc., a Delaware corporation (the “Company”), and the stockholders set forth on Exhibit A hereto (the “Stockholders”).
CARDICA, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT August 19, 2003Investor Rights Agreement • November 4th, 2005 • Cardica Inc • California
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 19th day of August, 2003, by and among CARDICA, INC., a Delaware corporation (the “Company”) and the investors listed on EXHIBIT A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
FIFTH AMENDMENT TO LEASETo Lease • February 10th, 2015 • Cardica Inc • Surgical & medical instruments & apparatus
This FIFTH AMENDMENT TO LEASE ("Amendment") is made and entered into as of November 24, 2014, by and between HCP LS REDWOOD CITY, LLC, a Delaware limited liability company ("Landlord"), and CARDICA, INC., a Delaware corporation ("Tenant").
AMENDMENT NO. 3 TO SUBORDINATED CONVERTIBLE NOTE AGREEMENTSubordinated Convertible Note Agreement • April 7th, 2010 • Cardica Inc • Surgical & medical instruments & apparatus
This AMENDMENT NO. 3 TO SUBORDINATED CONVERTIBLE NOTE AGREEMENT (this “Amendment”) is dated as of April 1, 2010 and entered into by and between Cardica, Inc., a Delaware corporation (the “Company”), and Century Medical, Inc. (“Century”). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Note Agreement (as defined below).
JOINT FILING AGREEMENTExhibit 1 • February 12th, 2010 • Cardica Inc • Surgical & medical instruments & apparatus
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 29th, 2009 • Cardica Inc • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 25, 2009, by and among Cardica, 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”).
CARDICA, INC. REGISTRATION RIGHTS AGREEMENT November 7, 2006Registration Rights Agreement • November 8th, 2006 • Cardica Inc • Surgical & medical instruments & apparatus • California
This Registration Rights Agreement (the “Agreement”) is entered into as of the 7th day of November, 2006, by and among Cardica, Inc., a Delaware corporation (the “Company”), and Guidant Investment Corporation, a California corporation (“Guidant”).
CARDICA, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 20th, 2010 • Cardica Inc • Surgical & medical instruments & apparatus • California
This Stock Purchase Agreement (“Agreement”) is made as of August 16, 2010 (the “Effective Date”), by and between Cardica, Inc., a Delaware corporation (the “Company”), and Intuitive Surgical Operations, Inc., a Delaware corporation (the “Purchaser”).
CARDICA, INC.Restricted Stock Purchase Agreement • March 2nd, 2006 • Cardica Inc • Surgical & medical instruments & apparatus • California
This Restricted Stock Purchase Agreement (the “Agreement”) is made as of the ___ day of ___, by and between Cardica, Inc., a Delaware corporation (the “Company”), and ___ (“Purchaser”).
DISCLOSURE SCHEDULEStock Purchase Agreement • January 13th, 2011 • Cardica Inc • Surgical & medical instruments & apparatus
In connection with that certain Common Stock Purchase Agreement (the “Agreement”) dated as of December 14, 2010, by and between Cardica, Inc., a Delaware corporation (the “Company”) and Aspire Capital Fund LLC., an Illinois limited liability company (“Aspire Capital”), the Company hereby delivers this Disclosure Schedule to the Company’s representations and warranties given in Section 3 of the Agreement. The section numbers in this Disclosure Schedule correspond to the section numbers in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated in any other section of the Agreement where such disclosure would be appropriate and reasonably apparent from the face of the disclosure. Disclosure of any information or document herein is not a statement or admission that it is material or required to be disclosed herein. References to any document do not purport to be complete and are qualified in their en
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 29th, 2009 • Cardica Inc • Surgical & medical instruments & apparatus
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 25, 2009, by and among Cardica, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 13th, 2007 • Cardica Inc • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 7, 2007, by and among Cardica, 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”).
Cardica, Inc. Redwood City, CA 94063 Dated as of July 1, 2014Cardica Inc • September 25th, 2014 • Surgical & medical instruments & apparatus
Re: Secured Note Purchase Agreement dated as of September 2, 2011 (the “Note Purchase Agreement”) between Cardica, Inc. (the “Company”) and Century Medical, Inc. (the “Purchaser”)
AMENDMENT NO. 4 TO DISTRIBUTION AGREEMENTDistribution Agreement • April 7th, 2010 • Cardica Inc • Surgical & medical instruments & apparatus
This AMENDMENT NO. 4 TO DISTRIBUTION AGREEMENT (this “Amendment”) is made and entered into as of April 1, 2010 (the “Effective Amendment Date”) by and between Century Medical, Inc., a Japanese corporation with its principal place of business located at 1-6-4 Ohsaki, Shinagawa-Ku, Tokyo, 141-8588, Japan (“DISTRIBUTOR”), and Cardica, Inc., a Delaware corporation with its principal place of business located at 900 Saginaw Drive, Redwood City, California 94063 USA (“COMPANY”).
LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENTAgreement • January 4th, 2006 • Cardica Inc • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT (“Agreement”), made this 9th day of December, 2005 (“Effective Date”), is entered into by and between Cook Incorporated, an Indiana corporation having a place of business at 750 Daniels Way, Bloomington, Indiana 47404, USA, and its Affiliates (“Cook”), and Cardica, Inc., a Delaware corporation having a place of business at 900 Saginaw Drive, Redwood City, CA 94063, and its Affiliates (“Cardica”).
Secured Note Purchase AgreementSecured Note Purchase Agreement • November 9th, 2011 • Cardica Inc • Surgical & medical instruments & apparatus • New York
This Secured Note Purchase Agreement (this “Agreement”) is made as of September 2, 2011 (the “Effective Date”) by and between Cardica, Inc., a Delaware corporation (the “Company”), and Century Medical, Inc., a Japanese corporation, or its assigns (the “Purchaser”).
CARDICA, INC. BENEFITS AGREEMENTBenefits Agreement • February 1st, 2006 • Cardica Inc • Surgical & medical instruments & apparatus • California
This Benefits Agreement(“ Agreement”) is entered by and between Bernard Hausen, M.D., Ph.D. (“Executive”) and Cardica, Inc. (the “Company”), a Delaware corporation. Executive and Company have executed this Agreement on ___, 2006 (the “Effective Date”).
AMENDMENT NO. 1 TO LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENTDevelopment and Commercialization Agreement • November 7th, 2007 • Cardica Inc • Surgical & medical instruments & apparatus
THIS AMENDMENT NO. 1 TO LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (“Amendment”), made this 19th day of September, 2007 (“Effective Date”), is entered into by and between Cook Incorporated, an Indiana corporation having a place of business at 750 Daniels Way, Bloomington, Indiana 47404, USA, and its Affiliates (“Cook”), and Cardica, Inc., a Delaware corporation having a place of business at 900 Saginaw Drive, Redwood City, CA 94063, and its Affiliates (“Cardica”). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the License, Development and Commercialization Agreement dated December 9, 2005 (“Agreement”), unless expressly amended in this Amendment.
