REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the ____ day of ______, 2005, by and among: Ithaka Acquisition Corp., a Delaware corporation (the "Company"); and the undersigned parties listed...Registration Rights Agreement • May 2nd, 2005 • Ithaka Acquisition Corp • New York
OFIthaka Acquisition Corp • May 2nd, 2005 • New York
EXHIBIT 1.1 UNDERWRITING AGREEMENTUnderwriting Agreement • July 15th, 2005 • Ithaka Acquisition Corp • Blank checks • New York
WARRANT AGREEMENT Agreement made as of _____________, 2005 between Ithaka Acquisition Corp., a Delaware corporation, with offices at 100 South Pointe Drive, 23rd Floor, Miami, Florida 33139 ("Company"), and Continental Stock Transfer & Trust Company,...Warrant Agreement • June 15th, 2005 • Ithaka Acquisition Corp • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of _____________, 2005 by and between Ithaka Acquisition Corp. (the "Company") and Continental Stock Transfer & Trust Company ("Trustee"). WHEREAS, the Company's registration statement on...Investment Management Trust Agreement • July 15th, 2005 • Ithaka Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of _________, 2005 ("Agreement"), by and among ITHAKA ACQUISITION CORP., a Delaware corporation ("Company"), PAUL A. BROOKE, ERIC HECHT, JOHN M. GLAZER and PMSV HOLDINGS LLC (collectively...Stock Escrow Agreement • June 15th, 2005 • Ithaka Acquisition Corp • Blank checks • New York
EARLYBIRDCAPITAL, INC. 275 MADISON AVENUE SUITE 1203 NEW YORK, NEW YORK 10016 ------------------------------------------------ SELECTED DEALERS AGREEMENT ------------------------------------------------ Dear Sirs: 1. Registration under the Securities...Selected Dealers Agreement • June 15th, 2005 • Ithaka Acquisition Corp • Blank checks • New York
CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • June 27th, 2007 • Ithaka Acquisition Corp • Blank checks • Illinois
THIS CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of February 22, 2007 by and among ALSIUS CORPORATION, a California corporation, and any additional Borrower that may hereafter be added to this Agreement (each individually as a “Borrower” and collectively as “Borrowers”), MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., individually as a Lender, and as Administrative Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.
WARRANT CLARIFICATION AGREEMENTWarrant Clarification Agreement • January 8th, 2007 • Ithaka Acquisition Corp • Blank checks • New York
This Warrant Clarification Agreement (this “Agreement”), dated January 3, 2007, is to the Warrant Agreement, dated as of August 17, 2005 (the “Warrant Agreement”), by and between Ithaka Acquisition Corp., a Delaware corporation (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
ITHAKA ACQUISITION CORP. 100 SOUTH POINTE DRIVE, 23RD FLOOR MIAMI, FLORIDA 33139 March 24, 2006 Continental Stock Transfer & Trust Company 17 Battery Place New York, New York 10004 Attn: Steven G. Nelson EarlyBirdCapital, Inc. 275 Madison Avenue,...Management Trust Agreement • March 27th, 2006 • Ithaka Acquisition Corp • Blank checks
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • March 3rd, 2008 • Alsius Corp • Surgical & medical instruments & apparatus • Delaware
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this "Agreement"), dated as of ____________, is made by and between Alsius Corporation, a Delaware corporation (the "Company"), and ______________ ("Executive").
LOCK-UP AGREEMENT [Note: Form is set up as an individual form to be signed by each person separately.] [Date]Lock-Up Agreement • October 4th, 2006 • Ithaka Acquisition Corp • Blank checks
In connection with the Agreement and Plan of Merger dated October 3, 2006 by and among Ithaka Acquisition Corp. (“Parent”), Ithaka Sub Acquisition Corp., Alsius Corporation and certain shareholders of Alsius Corporation (the “Merger Agreement”), to induce Parent to enter into the Merger Agreement and consummate the Merger (as defined in the Merger Agreement), the undersigned agrees to, neither directly nor indirectly, during the “Restricted Period” (as hereinafter defined):
April 25, 2005 EarlyBirdCapital, Inc. 275 Madison Avenue Suite 1203 New York, New York 10016 Re: ITHAKA ACQUISITION CORP. Gentlemen: This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Ithaka Acquisition...Ithaka Acquisition Corp • May 2nd, 2005
This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Ithaka Acquisition Corp. ("Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradable until 90 days after the effective date of the Company's IPO unless EarlyBirdCapital, Inc. ("EBC") informs the Company of its decision to allow earlier separate trading.
INDUSTRIAL LEASE (MULTI-TENANT; NET) BETWEEN THE IRVINE COMPANY ALSIUS CORPORATION INDEX TO LEASEIndustrial Lease • November 1st, 2006 • Ithaka Acquisition Corp • Blank checks • California
THIS LEASE is made as of the day of 16th day of March, 1999, by and between THE IRVINE COMPANY, hereafter called “Landlord,” and ALSIUS CORPORATION, a California corporation, hereinafter called “Tenant.”
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG ITHAKA ACQUISITION CORP., ITHAKA SUB ACQUISITION CORP., ALSIUS CORPORATION and CERTAIN OF THE SHAREHOLDERS OF ALSIUS CORPORATION DATED AS OF FEBRUARY 23, 2007Merger Agreement • March 14th, 2007 • Ithaka Acquisition Corp • Blank checks • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER is made and entered into as of February 23, 2007, by and among Ithaka Acquisition Corp., a Delaware corporation (“Parent”), Ithaka Sub Acquisition Corp., a California corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Alsius Corporation, a California corporation (“Company”), and each of the persons listed under the caption “Signing Shareholders” on the signature page hereof, such persons being certain of the shareholders of the Company (each a “Signing Shareholder” and, collectively, the “Signing Shareholders”). Notwithstanding anything in this Agreement to the contrary, the parties acknowledge that, although the Signing Shareholders have approved and adopted this entire Agreement in accordance with Section 1.13(a), the only covenants that bind them in their capacities as Signing Shareholders are Sections 1.5(a), 1.13, 1.14, 1.18, 5.10, 5.11, 5.12, 5.13 and 5.14.
ASSET PURCHASE AGREEMENT dated as of February 19, 2009 by and among ALSIUS CORPORATION, ALSIUS MEDICAL CORPORATION and ZOLL CIRCULATION, INC.Asset Purchase Agreement • February 25th, 2009 • Alsius Corp • Surgical & medical instruments & apparatus • Delaware
THIS ASSET PURCHASE AGREEMENT, dated as of February 19, 2009 (the “Execution Date”), is entered into by and among Alsius Corporation, a Delaware corporation (“Alsius”), Alsius Medical Corporation, a California corporation and a wholly-owned subsidiary of Alsius (“Alsius Medical,” and collectively with Alsius, “Seller”), and ZOLL Circulation, Inc., a Delaware corporation (“Buyer”). Seller and Buyer are referred to in this Agreement (as defined hereinafter) collectively as the “Parties” and individually as a “Party.”
ALSIUS CORPORATIONRestricted Stock Unit Award Agreement • June 17th, 2008 • Alsius Corp • Surgical & medical instruments & apparatus
Alsius Corporation, a Delaware corporation (the "Company"), hereby grants Restricted Stock Units ("RSUs") to the Holder named below. The terms and conditions of this RSU award are set forth in this cover sheet, in the attached Restricted Stock Unit Award Agreement and in the Alsius Corporation 2006 Equity Incentive Plan (the "Plan").
AMENDMENT NO. 3 TO TENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 1st, 2006 • Ithaka Acquisition Corp • Blank checks • California
THIS AMENDMENT NO. 3 TO TENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Amendment”), entered into on October 2, 2006, among ALSIUS CORPORATION, a California corporation (the “Company”), and the undersigned investors in the Company (the “Investors”).
ESCROW AGREEMENTEscrow Agreement • October 4th, 2006 • Ithaka Acquisition Corp • Blank checks • New York
ESCROW AGREEMENT (“Agreement”) dated [Closing Date] by and among ITHAKA ACQUISITION CORP., a Delaware corporation (“Parent”), KURT WHEELER and WENDE HUTTON, being the joint representative of the former shareholders and noteholders of ALSIUS CORPORATION, a California corporation (the “Representative”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as escrow agent (the “Escrow Agent”).
AMENDMENT NO. 1 TO TENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 1st, 2006 • Ithaka Acquisition Corp • Blank checks • California
THIS AMENDMENT NO. 1 TO TENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Amendment”), entered into on April 13, 2006, among ALSIUS CORPORATION, a California corporation (the “Company”), and the undersigned investors in the Company (the “Investors”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG ITHAKA ACQUISITION CORP., ITHAKA SUB ACQUISITION CORP., ALSIUS CORPORATION and CERTAIN OF THE SHAREHOLDERS OF ALSIUS CORPORATION DATED AS OF OCTOBER 3, 2006Merger Agreement • October 4th, 2006 • Ithaka Acquisition Corp • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of October 3, 2006, by and among Ithaka Acquisition Corp., a Delaware corporation (“Parent”), Ithaka Sub Acquisition Corp., a California corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Alsius Corporation, a California corporation (“Company”), and each of the persons listed under the caption “Signing Shareholders” on the signature page hereof, such persons being certain of the shareholders of the Company (each a “Signing Shareholder” and, collectively, the “Signing Shareholders”). Notwithstanding anything in this Agreement to the contrary, the parties acknowledge that, although the Signing Shareholders have approved and adopted this entire Agreement in accordance with Section 1.13(a), the only covenants that bind them in their capacities as Signing Shareholders are Sections 1.5(a), 1.13, 1.14, 1.18, 5.10, 5.11, 5.12, 5.13 and 5.14.
AMENDMENT NO. 2 TO TENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 1st, 2006 • Ithaka Acquisition Corp • Blank checks • California
THIS AMENDMENT NO. 2 TO TENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Amendment”), entered into on August 18, 2006, among ALSIUS CORPORATION, a California corporation (the “Company”), and the undersigned investors in the Company (the “Investors”).
Exclusive License Agreement between The Regents of the University of California and Alsius Corporation for Indwelling Heat Exchange Catheter Case No 99-501Exclusive License Agreement • November 1st, 2006 • Ithaka Acquisition Corp • Blank checks • California
This license agreement (“Agreement”) is effective this — day of November 1999, by and between The Regents of the University of California (“The Regents”), a California corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200 acting through the offices of The University of California, Los Angeles located at 10945 Le Conte Avenue, Suite 1401, Los Angeles, California 90095-1406, and Alsius Corporation (“Licensee”), a California corporation, having a principal place of business at 15770 Laguna Canyon Road, Suite 150, Irvine, California 92618.
MASTER SECURITY AGREEMENT NO. 5051091 Dated as of May 31, 2005 (“AGREEMENT”)Master Security Agreement • November 1st, 2006 • Ithaka Acquisition Corp • Blank checks • Virginia
THIS AGREEMENT is between OXFORD FINANCE CORPORATION (together with its successors and assigns, if any, “SECURED PARTY”) and Alsius Corporation (“DEBTOR”). Secured Party has an office at 133 N. Fairfax Street, Alexandria, VA 22314. Debtor is a corporation organized and existing under the laws of the state of California. Debtor’s mailing address and chief place of business is 15770 Laguna Canyon Road, Suite 150, Irvine, California 92618.
FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • June 27th, 2007 • Ithaka Acquisition Corp • Blank checks • Illinois
THIS FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Agreement”) is entered into this 11th day of May, 2007, by and between ALSIUS CORPORATION., a California corporation (“Borrower”), and MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., individually as a Lender, and as Administrative Agent (“Administrative Agent”).
TENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 1st, 2006 • Ithaka Acquisition Corp • Blank checks • California
THIS TENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”), is entered into on September 2, 2004 among ALSIUS CORPORATION, a California corporation (the “Company”), and certain investors in the Company listed on Exhibit A hereto (as it may be amended from time to time pursuant to the terms hereof) (“Investors”).
NONEXCLUSIVE LICENSE AGREEMENTNonexclusive License Agreement • November 1st, 2006 • Ithaka Acquisition Corp • Blank checks • California
This Agreement is effective May 14, 1999, between Alsius Corporation with offices at #5 Jenner, Suite 150, Irvine, CA 92618-3808 (“ALSIUS”) and Baxter Healthcare Corporation, acting through its CardioVascular Group business unit with offices at 17211 Red Hill Avenue, Irvine, CA. 92614 (“BAXTER”).
CFO CONSULTING AGREEMENTCfo Consulting Agreement • November 6th, 2008 • Alsius Corp • Surgical & medical instruments & apparatus • California
THIS CFO CONSULTING AGREEMENT (the "Agreement") is made effective as of July 24, 2008 (the "Effective Date"), by and between Alsius Corporation, a Delaware corporation (together with its wholly-owned subsidiary, the "Company"), and Gregory J. Tibbitts ("Consultant").
Subject: Alsius Corporation Change in Control Severance Plan Participation NoticeAlsius Corp • March 3rd, 2008 • Surgical & medical instruments & apparatus
This Agreement is personal in nature and your right to receive payments hereunder is not assignable, transferable or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by your will or by the laws of descent and distribution. All provisions of this Agreement are subject to and governed by the terms of the Plan.
ALSIUS CORPORATION CHANGE OF CONTROL AGREEMENTChange of Control Agreement • November 1st, 2006 • Ithaka Acquisition Corp • Blank checks • California
THIS CHANGE OF CONTROL AGREEMENT (this “Agreement”), effective as of this 1st day of July, 2003 by and between (“Employee”) and ALSIUS CORPORATION, a California corporation (the “Company”).
