CARDIOVASCULAR SYSTEMS, INC. (a Delaware corporation) 2,608,696 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 21st, 2013 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus • New York
ContractWarrant Agreement • February 9th, 2012 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus • 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 AS SET FORTH IN SECTIONS 6.3 AND 6.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 5th, 2017 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 31, 2017 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and CARDIOVASCULAR SYSTEMS, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
CARDIOVASCULAR SYSTEMS, INC. and ___________________, as Trustee INDENTURE Dated as of ___________, _______Indenture • December 6th, 2018 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus • New York
INDENTURE, dated as of , , by and between Cardiovascular Systems, Inc., a Delaware corporation, as Issuer (the “Company”) and , a organized under the laws of , as Trustee (the “Trustee”).
1,780,000 Shares CARDIOVASCULAR SYSTEMS, INC. Common Stock, Par Value $0.001 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • May 22nd, 2012 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 14th, 2009 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT (“Agreement”), which provides for indemnification, expense advancement and other rights under the terms and conditions set forth, is made and entered into as of the 25th day of February, 2009 between Cardiovascular Systems, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 14th, 2010 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 29, 2010 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and CARDIOVASCULAR SYSTEMS, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety the Loan and Security Agreement, dated September 12, 2008, between Borrower and Bank, as the same has from time to time been previously amended (the “Prior LSA”). Except for the provisions of the Prior LSA being amended and restated in this Agreement, all other existing documents, instruments and agreements by Borrower with or in favor of Bank shall continue in full force and effect, including all UCC-1 financing statements and other documents filed with governmental offices which perfect liens or security interests in favor of Bank. The parties agree as follows:
RESTRICTED STOCK AGREEMENT TIME-BASED VESTING CARDIOVASCULAR SYSTEMS, INC.Restricted Stock Agreement • May 7th, 2020 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus • Minnesota
CARDIOVASCULAR SYSTEMS, INC., a Delaware corporation (the “Company”) has engaged Morgan Stanley Smith Barney LLC (“MSSB”) to maintain an online system to provide secure account access to participants receiving grants (each, a “Participant”) under the Company’s 2017 Equity Incentive Plan (as the same may be amended from time to time, the “Plan”). Each Participant has an online account with MSSB with an award summary (the “Award Summary”) disclosing the date of the award, the number of shares subject to each award and conditions of the vesting of the award. This Agreement sets forth terms and conditions applicable to those awards set forth in the Award Summary that are subject to time-based vesting.
ContractWarrant Agreement • May 14th, 2009 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus • Minnesota
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 SAID 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.
3,676,471 Shares Cardiovascular Systems, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 12th, 2020 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus • New York
Cardiovascular Systems, Inc., a Delaware corporation (the “Company”), proposes to sell 3,676,471 shares (the “Firm Stock”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase up to 551,470 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
EMPLOYMENT AGREEMENTEmployment Agreement • April 5th, 2006 • Replidyne Inc • Colorado
This Employment Agreement (the “Agreement”) is made as of this 3rd day of April, 2006, by and between Replidyne, Inc., (the “Company”), and Roger Echols (“Employee”) (collectively, the “Parties”).
RESTRICTED STOCK UNIT AGREEMENT CARDIOVASCULAR SYSTEMS, INC.Restricted Stock Unit Agreement • May 7th, 2020 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus • Minnesota
THIS AGREEMENT, made effective as of _______________ ___, 20__ by and between CARDIOVASCULAR SYSTEMS, INC., a Delaware corporation (the “Company”), and ______________ (“Participant”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 19th, 2007 • Replidyne Inc • Pharmaceutical preparations • Colorado
This Amendment (this “Amendment”) is made effective as of June 15, 2007, and is entered into by and between Replidyne, Inc. (the “Company”), and Mark Smith (“Employee”) and, together with the Company, the “Parties”).
RESTRICTED STOCK AGREEMENT PERFORMANCE-BASED VESTING CARDIOVASCULAR SYSTEMS, INC.Restricted Stock Agreement • May 7th, 2020 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus • Minnesota
CARDIOVASCULAR SYSTEMS, INC., a Delaware corporation (the “Company”) has engaged Morgan Stanley Smith Barney LLC (“MSSB”) to maintain an online system to provide secure account access to participants receiving grants (each, a “Participant”) under the Company’s 2017 Equity Incentive Plan (as the same may be amended from time to time, the “Plan”). Each Participant has an online account with MSSB with an award summary (the “Award Summary”) disclosing the date of the award, the number of shares subject to each award and conditions of the vesting of the award. This Agreement sets forth terms and conditions applicable to those awards set forth in the Award Summary that are subject to performance-based vesting.
RESTRICTED STOCK AGREEMENT CARDIOVASCULAR SYSTEMS, INC. AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLANRestricted Stock Agreement • September 12th, 2011 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus
THIS AGREEMENT is made effective as of this day of , 20 , by and between CARDIOVASCULAR SYSTEMS, INC., a Delaware corporation (the “Company”), and (the “Participant”).
LEASELease • April 5th, 2006 • Replidyne Inc • Connecticut
THIS LEASE (this “Lease”) dated the 22nd day of March 2005, by and between CROWN MILFORD LLC, a Delaware limited liability company having an address at c/o Crown Properties, Inc., 400 Garden City Plaza, Garden City, NY 11530 (“Landlord”) and REPLIDYNE, INC., a Delaware corporation having an office at 1450 Infinite Drive, Louisville, Colorado 80027 (“Tenant”).
RESTRICTED STOCK UNIT AGREEMENT CARDIOVASCULAR SYSTEMS, INC. AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLANRestricted Stock Unit Agreement • September 12th, 2011 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus
THIS AGREEMENT, made effective as of this day of , 20 by and between CARDIOVASCULAR SYSTEMS, INC., a Delaware corporation (the “Company”), and (“Participant”).
Replidyne, Inc (a Delaware corporation) INDEMNIFICATION AGREEMENT FOR OFFICERSIndemnification Agreement • April 5th, 2006 • Replidyne Inc • Delaware
This Indemnification Agreement (“Agreement”) is entered into as of the [___] day of [___] 200[___] by and between Replidyne, Inc., a Delaware corporation (the “Company”) and the officer of the Company identified on the signature page hereto (the “Officer” or “Indemnitee”).
SECOND AMENDMENT TO LICENSE AGREEMENTLicense Agreement • June 26th, 2006 • Replidyne Inc • Pharmaceutical preparations
This Second Amendment (the “Amendment”) is entered into as of February 10, 2006 (the “Second Amendment Date”) to modify the terms of the License Agreement (the “License Agreement”) dated as of March 15, 2004 (as first amended April 5, 2005), by and between DAIICHI ASUBIO PHARMA CO., LTD., a corporation organized and existing under the laws of Japan and having its registered office at 9-11, Akasaka 2-chome, Minato-ku, Tokyo 107-8541, Japan (hereinafter referred to as “DAP”) and REPLIDYNE, INC., a corporation organized and existing under the laws of the State of Delaware, having its principal business office at 1450 Infinite Drive, Louisville, Colorado 80027, U.S.A. (hereinafter referred to as “REPLIDYNE”). DAP and REPLIDYNE are sometimes referred to collectively herein as the “Parties” or individually as a “Party.”
Re: Retention Bonus AgreementRetention Bonus Agreement • April 1st, 2008 • Replidyne Inc • Pharmaceutical preparations • Colorado
Replidyne, Inc. (the “Company”) anticipates that it may consummate a Strategic Transaction (as defined below) in the near future. The Company considers you essential to its operations and to the successful completion of the Strategic Transaction. Accordingly, the Company would like to offer you a financial incentive to remain a productive member of the Company while the Company is pursuing this Strategic Transaction.
RESTRICTED STOCK AGREEMENT PERFORMANCE BASED VESTING CARDIOVASCULAR SYSTEMS, INC.Restricted Stock Agreement • February 6th, 2015 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus • Minnesota
CARDIOVASCULAR SYSTEMS, INC., a Delaware corporation (the “Company”) has engaged _________________________ to maintain an online system to provide secure account access to participants receiving grants (each, a “Participant”) under, the Company’s 2014 Equity Incentive Plan (the “Plan”). Each Participant has an account at _________________________ with an award summary (the “Award Summary”) disclosing the date of the award, the number of shares subject to each award and conditions of the vesting of the award. This Agreement sets forth terms and conditions applicable to those awards set forth in the Award Summary that are subject to performance-based vesting.
CARDIOVASCULAR SYSTEMS, INC.2014 Equity Incentive Plan • November 14th, 2014 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus • Minnesota
(a)“Administrator” shall mean the Board of Directors of the Company, or one or more Committees appointed by the Board of Directors, as the case may be.
SUPPLY AGREEMENT AMONG REPLIDYNE, INC. DAIICHI SUNTORY PHARMA CO., LTD. AND NIPPON SODA CO., LTD. DATED: DECEMBER 20TH, 2004Supply Agreement • June 26th, 2006 • Replidyne Inc • Pharmaceutical preparations • New York
[ *** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Exchange Act of 1933, as amended.
REPLIDYNE, INC. CONSULTANT AGREEMENT FOR Roger EcholsConsultant Agreement • August 5th, 2008 • Replidyne Inc • Pharmaceutical preparations • Colorado
This Consultant Agreement (“Agreement”) is entered into by and between Roger Echols, an individual (“Consultant”), and Replidyne, Inc., (the “Company”), effective as of May 2, 2008 (“Effective Date”).
REPLIDYNE, INC. FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • April 5th, 2006 • Replidyne Inc • Delaware
THIS FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of August 17, 2005, by and among REPLIDYNE, INC., a Delaware corporation (the “Corporation”), those original stockholders of the Corporation listed on Schedule 1 hereto (hereinafter referred to collectively as the “Original Stockholders”), those stockholders of the Corporation listed on Schedule 2 hereto (hereinafter referred to collectively as the “Investors”), those certain stockholders of the Corporation that shall from time-to-time become party to this Agreement effective as of the date indicated on the counterpart signature page hereto (together with the Original Stockholders and Investors, the “Holders”) and the holders of the Warrants listed on Schedule 3 hereto (the “Warrant Holders”).
To: Rhonda Robb Re: Separation Agreement and Release Dear Rhonda:Separation Agreement and Release • August 18th, 2022 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus • Minnesota
As you know, your employment with Cardiovascular Systems, Inc. (“CSI”) will end effective at the close of business on June 6, 2022 (the “Separation Date). The purpose of this Separation Agreement and Release letter (“Agreement”) is to set forth the Salary Continuation Benefits and other benefits CSI will provide to you in exchange for your agreement to the terms and conditions of this Agreement. Capitalized terms used but not otherwise defined in this Agreement will have the meaning set forth in CSI’s Executive Officer Severance Plan dated August 22, 2018 (the “Executive Officer Severance Plan”). Please note that while we are giving this Agreement to you now for review, you may not execute this Agreement before your Separation Date.
WARRANTWarrant Agreement • February 9th, 2012 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus • Delaware
THIS WARRANT (“WARRANT”) WAS SOLD IN A PRIVATE TRANSACTION, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED OR SOLD ONLY IF REGISTERED UNDER THE SECURITIES ACT AND SUCH LAWS OR IF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS IS AVAILABLE.
PURCHASING AGREEMENT ProductsPurchasing Agreement • August 28th, 2014 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus • Tennessee
* Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with
BUILD-TO-SUIT LEASE AGREEMENT BY AND BETWEEN PEARLAND ECONOMIC DEVELOPMENT CORPORATION (“LANDLORD”) AND CARDIOVASCULAR SYSTEMS, INC. (“TENANT”)Build-to-Suit Lease Agreement • September 29th, 2009 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus • Texas
This Build-To-Suit Lease Agreement (this “Lease Agreement”) is made and entered into as of the Effective Date (as defined on the signature page attached hereto) by and between the Pearland Economic Development Corporation, a corporation operating under Chapter 505 of the Texas Local Government Code, hereinafter referred to as “Landlord”, and Cardiovascular Systems, Inc., a Delaware corporation, hereinafter referred to as “Tenant”:
LICENSE AGREEMENTLicense Agreement • June 26th, 2006 • Replidyne Inc • Pharmaceutical preparations • New York
This License Agreement (hereinafter referred to as the “Agreement”) made and entered into as of March 15, 2004 (hereinafter referred to as the “Effective Date”) by and between DAIICHI SUNTORY PHARMA CO., LTD., a corporation organized and existing under the laws of Japan and having its registered office at 7-2, Kojimachi 5-chome, Chiyoda-ku, Tokyo 102-8530, Japan (hereinafter referred to as “DSP”) and REPLIDYNE, INC., a corporation organized and existing under the laws of the State of Delaware, having its principal business office at 1450 Infinite Drive, Louisville, Colorado 80027, U.S.A. (hereinafter referred to as “REPLIDYNE”). DSP and REPLIDYNE are sometimes referred to collectively herein as the “Parties” or individually as a “Party”.
SEPARATION AGREEMENTSeparation Agreement • August 5th, 2008 • Replidyne Inc • Pharmaceutical preparations • Colorado
This Separation Agreement (this “Agreement”) is dated as of April 15, 2008 (the “Effective Date”), and is entered into by and between Replidyne, Inc. (the “Company”), and Peter Letendre (“Executive” and, together with the Company, the “Parties”).
REPLIDYNE, INC. (a Delaware corporation) l Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • June 26th, 2006 • Replidyne Inc • Pharmaceutical preparations • New York
MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, as Representative(s) of the several Underwriters to be named in the within-mentioned Purchase Agreement
PERFORMANCE UNIT AWARD (CASH SETTLED) CARDIOVASCULAR SYSTEMS, INC.Performance Unit Award Agreement • November 17th, 2017 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus • Minnesota
THIS AGREEMENT, made effective as of this _______ day of ________________, 20____, by and between Cardiovascular Systems, Inc., a Delaware corporation (the “Company”), and ____________________ (“Participant”).
TERMINATION OF FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENTTermination of Stockholders Agreement • March 18th, 2009 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus
THIS TERMINATION OF FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this ‘Termination”) is entered into as of March 16, 2009 by and among Cardiovascular Systems, Inc. (formerly known as Replidyne, Inc.), a Delaware corporation (the “Corporation”), and the stockholders of the Corporation signatory hereto (hereinafter referred to as the “Stockholders”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • February 3rd, 2017 • Cardiovascular Systems Inc • Surgical & medical instruments & apparatus • Minnesota
THIS LEASE AGREEMENT (this “Lease”) is made as of ______________, 2017 (the “Effective Date”), by and between _________________, a ___________________ (“Lessor”), whose address is____________________________, and Cardiovascular Systems, Inc., a Delaware corporation (“Lessee”), whose address is 1225 Old Highway 8 NW, New Brighton, MN 55112. Capitalized terms not defined herein shall have the meanings set forth in Exhibit A hereto.
