SYNCARDIA SYSTEMS, INC. (a Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 16th, 2015 • Syncardia Systems Inc • Surgical & medical instruments & apparatus • New York
ContractWarrant Agreement • August 17th, 2015 • Syncardia Systems Inc • Surgical & medical instruments & apparatus • Delaware
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 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ContractWarrant Agreement • August 17th, 2015 • Syncardia Systems Inc • Surgical & medical instruments & apparatus • Delaware
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, SA LE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 13, 2013 among SYNCARDIA SYSTEMS, INC. as the Borrower, THE DOMESTIC SUBSIDIARIES OF THE BORROWER, as the Guarantors, CANTOR FITZGERALD SECURITIES, as Administrative Agent and THE LENDERS FROM...Credit Agreement • August 17th, 2015 • Syncardia Systems Inc • Surgical & medical instruments & apparatus • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of December 13, 2013 among SYNCARDIA SYSTEMS, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and CANTOR FITZGERALD SECURITIES, as Administrative Agent.
ASSET PURCHASE AGREEMENT dated as of July 11, 2011 by and between WORLD HEART CORPORATION (“Seller”) and SYNCARDIA SYSTEMS, INC. (“Buyer”)Asset Purchase Agreement • August 17th, 2015 • Syncardia Systems Inc • Surgical & medical instruments & apparatus • Utah
THIS ASSET PURCHASE AGREEMENT, dated as of July 11, 2011 (the “Effective Date”) is entered into by and between WORLD HEART CORPORATION, a Delaware corporation (“Seller”), and SYNCARDIA SYSTEMS, INC., a Delaware corporation (“Buyer”).
NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • August 17th, 2015 • Syncardia Systems Inc • Surgical & medical instruments & apparatus • Minnesota
This Non-Exclusive License Agreement (“Agreement”) is effective this 27th day of July, 2013 (“Effective Date”), between Medtronic Inc., having an address at 8200 Coral Sea Street N.E., Moundsview, MN 55112 (“Medtronic”), and SynCardia Systems, Inc., having an address at 1992 Silverlake Road, Tucson, AZ 85713 (“SynCardia”). Each of Medtronic and SynCardia is referred to herein individually as a “Party” and together as the “Parties.”
SECURITY AGREEMENTSecurity Agreement • August 17th, 2015 • Syncardia Systems Inc • Surgical & medical instruments & apparatus • Minnesota
This Security Agreement (“Security Agreement”), dated as of July 27, 2013 (“Effective Date”), is executed by SynCardia Systems, Inc., having an address at 1992 Silverlake Road, Tucson, AZ 85713 ( “Company”), in favor of Medtronic, Inc. having an address at 8200 Coral Sea Street N.E., Moundsview, MN 55112 (“Secured Party”).
SYNCARDIA SYSTEMS, INC. FIRST AMENDMENT TO NINTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders Agreement • August 17th, 2015 • Syncardia Systems Inc • Surgical & medical instruments & apparatus • Delaware
THIS FIRST AMENDMENT TO NINTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Amendment”) is made and entered into as of February 13, 2015, by and among SYNCARDIA SYSTEMS, INC., a Delaware corporation (the “Company”), and those stockholders of the Company (the “Stockholders”) who are signatories to the Ninth Amended and Restated Stockholders’ Agreement dated as of September 15, 2014 (the “Stockholders Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Stockholders Agreement.
INDEMNITY AGREEMENTIndemnification & Liability • September 16th, 2015 • Syncardia Systems Inc • Surgical & medical instruments & apparatus • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 20 , is made by and between SynCardia Systems, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
ON-X LIFE TECHNOLOGIES, INC. STRATEGIC NON-EXCLUSIVE SUPPLIER AGREEMENTStrategic Supplier Agreement • August 17th, 2015 • Syncardia Systems Inc • Surgical & medical instruments & apparatus • Texas
This Strategic Supplier Agreement (“Agreement”) dated April 16, 2014 (“Effective Date”) is by and between On-X Life Technologies, Inc., a Delaware corporation with offices located at 1300 East Anderson Lane Bldg. B, Austin, Texas 78752 (“Supplier”) and SynCardia Systems, Inc., a Delaware corporation with offices located at 1992 East Silverlake Road, Tucson, Arizona 85713 (“Customer”). Supplier and Customer are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”
SYNCARDIA SYSTEMS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 17th, 2015 • Syncardia Systems Inc • Surgical & medical instruments & apparatus • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 5th day of March, 2013, by and among SynCardia Systems, Inc., a Delaware corporation (the “Company”), Athyrium Opportunities Fund (A) LP, a Delaware limited partnership (“Athyrium A Fund”), and Athyrium Opportunities Fund (B) LP, a Delaware limited partnership (“Athyrium B Fund”, and together with Athyrium A Fund and their permitted successors and permitted assigns, the “Lenders”).
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 17th, 2015 • Syncardia Systems Inc • Surgical & medical instruments & apparatus • New York
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Agreement”) dated as of February 13, 2015 is entered into among SynCardia Systems, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto and Cantor Fitzgerald Securities, as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
WAIVER AND AMENDMENT TO AMENDED AND RESTATED SECOND LIEN CREDIT, NOTE PURCHASE EXCHANGE AND TERMINATION AGREEMENTSecond Lien Credit Agreement • August 17th, 2015 • Syncardia Systems Inc • Surgical & medical instruments & apparatus • New York
THIS WAIVER AND AMENDMENT TO AMENDED AND RESTATED SECOND LIEN CREDIT, NOTE PURCHASE EXCHANGE AND TERMINATION AGREEMENT (the “Agreement”) dated as of June 19, 2015 is entered into among SynCardia Systems, Inc., a Delaware corporation (the “Borrower”), the Investors party hereto and Cantor Fitzgerald Securities, as Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Omnibus Reaffirmation (as defined below).
SECOND LIEN CREDIT AGREEMENT Dated as of December 13, 2013 among SYNCARDIA SYSTEMS, INC. as the Borrower, THE DOMESTIC SUBSIDIARIES OF THE BORROWER, as the Guarantors, CANTOR FITZGERALD SECURITIES, as Administrative Agent and THE LENDERS FROM TIME TO...Second Lien Credit Agreement • August 17th, 2015 • Syncardia Systems Inc • Surgical & medical instruments & apparatus • New York
This SECOND LIEN CREDIT AGREEMENT is entered into as of December 13, 2013 among SYNCARDIA SYSTEMS, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and CANTOR FITZGERALD SECURITIES, as Administrative Agent.
STANDARD COMMERCIAL-INDUSTRIAL SINGLE TENANT TRIPLE NET LEASE BASIC TERMS SHEETStandard Commercial-Industrial Single Tenant Triple Net Lease • April 15th, 2015 • Syncardia Systems Inc • Surgical & medical instruments & apparatus • Arizona
This Basic Terms Sheet to that certain Standard Commercial-Industrial Single Tenant Triple Net Lease between the parties listed below is for the convenience of the parties in quickly referencing certain of the basic terms of the Lease. It is not intended to serve as a complete summary of the Lease. In the event of any inconsistency between this Basic Terms Sheet and the Lease, the applicable Lease provision shall prevail and control.
FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • August 17th, 2015 • Syncardia Systems Inc • Surgical & medical instruments & apparatus • New York
THIS FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENT (the “Agreement”) dated as of September 15, 2014 (the “First Amendment Effective Date”) is entered into among SynCardia Systems, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto and Cantor Fitzgerald Securities, as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
STANDARD COMMERCIAL-INDUSTRIAL SINGLE TENANT TRIPLE NET LEASE BASIC TERMS SHEETCommercial Lease Agreement • April 15th, 2015 • Syncardia Systems Inc • Surgical & medical instruments & apparatus • Arizona
This Basic Terms Sheet to that certain Standard Commercial-Industrial Single Tenant Triple Net Lease between the parties listed below is for the convenience of the parties in quickly referencing certain of the basic terms of the Lease. It is not intended to serve as a complete summary of the Lease. In the event of any inconsistency between this Basic Terms Sheet and the Lease, the applicable Lease provision shall prevail and control.
STANDARD COMMERCIAL-INDUSTRIAL SINGLE TENANT TRIPLE NET LEASE BASIC TERMS SHEETCommercial Lease Agreement • August 17th, 2015 • Syncardia Systems Inc • Surgical & medical instruments & apparatus • Arizona
This Basic Terms Sheet to that certain Standard Commercial-Industrial Single Tenant Triple Net Lease between the parties listed below is for the convenience of the parties in quickly referencing certain of the basic terms of the Lease. It is not intended to serve as a complete summary of the Lease. In the event of any inconsistency between this Basic Terms Sheet and the Lease, the applicable Lease provision shall prevail and control.
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 17th, 2015 • Syncardia Systems Inc • Surgical & medical instruments & apparatus • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Agreement”) dated as of September 15, 2014 (the “First Amendment Effective Date”) is entered into among SynCardia Systems, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto and Cantor Fitzgerald Securities, as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
SynCardia Systems Inc. EMPLOYMENT AGREEMENTEmployment Agreement • August 17th, 2015 • Syncardia Systems Inc • Surgical & medical instruments & apparatus • Arizona
THIS AGREEMENT is made as of May 19, 2010, between SynCardia Systems Inc., a Delaware corporation (the “Company”), and Michael Garippa (the “Executive”).
WAIVER AND FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 17th, 2015 • Syncardia Systems Inc • Surgical & medical instruments & apparatus • New York
THIS WAIVER AND FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Agreement”) dated as of June 19, 2015 is entered into among SynCardia Systems, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto and Cantor Fitzgerald Securities, as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 17th, 2015 • Syncardia Systems Inc • Surgical & medical instruments & apparatus • New York
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the “Agreement”) dated as of December 23, 2014 (the “Second Amendment Effective Date”) is entered into among SynCardia Systems, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto and Cantor Fitzgerald Securities, as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
SECOND AMENDMENT TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • August 17th, 2015 • Syncardia Systems Inc • Surgical & medical instruments & apparatus • New York
THIS SECOND AMENDMENT TO SECOND LIEN CREDIT AGREEMENT (the “Agreement”) dated as of December 23, 2014 (the “Second Amendment Effective Date”) is entered into among SynCardia Systems, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto and Cantor Fitzgerald Securities, as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
SYNCARDIA SYSTEMS, INC. WARRANT TO PURCHASE SERIES E PREFERRED STOCKWarrant Agreement • August 17th, 2015 • Syncardia Systems Inc • Surgical & medical instruments & apparatus • Arizona
THIS CERTIFIES THAT, for value received, , with its principal office at , or assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from SYNCARDIA SYSTEMS, INC., a Delaware corporation, with its principal office at 1992 East Silverlake Rd, Tucson, AZ 85713 (the “Company”) up to [ ( )] shares of the Series E Preferred Stock of the Company (the “Preferred Stock”).
ADD-ON TERM LOAN JOINDER AGREEMENTAdd-on Term Loan Joinder Agreement • August 17th, 2015 • Syncardia Systems Inc • Surgical & medical instruments & apparatus • New York
THIS ADD-ON TERM LOAN JOINDER AGREEMENT dated as of June 19, 2015 (this “Agreement”) is by and among each of the Persons identified as “Add-On Term Loan Lenders” on the signature pages hereto (each, an “Add-On Term Loan Lender”), SynCardia Systems, Inc., a Delaware corporation (the “Borrower”), the Guarantors, and Cantor Fitzgerald Securities, as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement (defined below).
SYNCARDIA SYSTEMS, INC. AMENDED AND RESTATED SECOND LIEN CREDIT, NOTE PURCHASE, EXCHANGE AND TERMINATION AGREEMENTSecond Lien Credit, Note Purchase, Exchange and Termination Agreement • August 17th, 2015 • Syncardia Systems Inc • Surgical & medical instruments & apparatus • New York
THIS AMENDED AND RESTATED SECOND LIEN CREDIT, NOTE PURCHASE, EXCHANGE AND TERMINATION AGREEMENT (this “Agreement”) is made as of February 13, 2015 by and among SYNCARDIA SYSTEMS, INC., a Delaware corporation (the “Company”), the entities and persons listed on the Schedule of Investors attached hereto as Exhibit A who are signatories to this Agreement (each referred to herein as an “Investor” and collectively as the “Investors”) and Cantor Fitzgerald Securities (“Cantor Fitzgerald”), as Agent (as defined herein).
