COMMERCIAL LEASECommercial Lease • March 13th, 2006 • Restore Medical, Inc. • Minnesota
This Commercial Lease, executed August 5, 2005, by and between ROSEVILLE PROPERTIES MANAGEMENT COMPANY, a Minnesota corporation, as agent for COMMERS-KLODT III, a Minnesota general partnership (“Landlord”) and RESTORE MEDICAL, INC., a Delaware corporation (“Tenant”).
AGREEMENT AND PLAN OF MERGER AMONG MEDTRONIC, INC., MRM MERGER CORPORATION and RESTORE MEDICAL, INC. Dated as of April 22, 2008Agreement and Plan of Merger • April 22nd, 2008 • Restore Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of April 22, 2008, among Medtronic, Inc., a Minnesota corporation (“Parent”), MRM Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Restore Medical, Inc., a Delaware corporation (the “Company”).
Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • May 12th, 2006 • Restore Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
Restore Medical, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 4,000,000 shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to 600,000 additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below.
EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTEmployment and Change in Control Agreement • March 30th, 2007 • Restore Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This Employment and Change in Control Agreement (“Agreement”) is made effective as of , by and between Restore Medical, Inc., a Delaware corporation (the “Company”), with its principal offices at 2800 Patton Road, St. Paul, Minnesota 55113, and , an individual resident of Minnesota (the “Employee”), residing at , Minnesota .
SEPARATION AGREEMENTSeparation Agreement • March 13th, 2006 • Restore Medical, Inc. • Minnesota
This Separation Agreement and Mutual Release (“Agreement”) is made and entered into by and between Restore Medical Inc. (“RMI”), a Delaware corporation located at 2800 Patton Road, St. Paul, Minnesota 55113 and Susan L. Critzer (“Critzer”) who resides at 9 Spyglass, Dellwood, Minnesota 55110.
ASSIGNMENT AND GRANT-BACK OF LICENSEAssignment and Grant • March 13th, 2006 • Restore Medical, Inc.
This Agreement is effective November 28, 2001 by and between Pi Medical, Inc., 2800 Patton Road, St. Paul, MN 55113 (“Pi Medical”) and Venturi Development Inc., 2800 Patton Road, St. Paul, MN 55113 (“VDI”) (Pi Medical and VDI are collectively referred to as the “Parties”).
Amendment to Separation Agreement dated August 13, 2004 between Restore Medical Inc. and Susan L. CritzerSeparation Agreement • March 13th, 2006 • Restore Medical, Inc.
Pursuant to Paragraph 14 of the Separation Agreement between Restore Medical Inc. (“RMI”) and Susan L. Critzer (“Critzer”) dated August 13, 2004 (“Separation Agreement”), RMI and Critzer agree pursuant to this Amendment to Separation Agreement (“Amendment Agreement”) that Section 1 and Section 3(d) shall be amended as set forth below:
Restore Medical, Inc. Non-Qualified Stock Option Agreement Grant ID 0000000000XXXQualified Stock Option Agreement • March 13th, 2006 • Restore Medical, Inc.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto hereby agree as follows:
EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTEmployment and Change in Control Agreement • April 14th, 2006 • Restore Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This Employment and Change in Control Agreement (“Agreement”) is made effective as of March 13, 2006, by and between Restore Medical Inc., a Minnesota corporation (the “Company”), and Christopher Geyen, an individual resident of Minnesota (the “Employee”).
DISTRIBUTION AGREEMENTDistribution Agreement • March 13th, 2006 • Restore Medical, Inc. • Minnesota
THIS AGREEMENT is made as of 20 January 2005 (the “Effective Date”) by and between Restore Medical, Inc., a Minnesota corporation having its principal place of business at 2800 Patton Road, Roseville, Minnesota 55113 USA (“Restore”) and Sonomed Ltd., a company organized under the laws of Israel and having its principal place of business at 40/42 Hatizmoret Str., Rishon Le Zion, Zip 75562, Israel (“Distributor”).
RESTORE MEDICAL, INC. INVESTORS’ RIGHTS AGREEMENT January 28, 2004Investors’ Rights Agreement • March 13th, 2006 • Restore Medical, Inc. • Minnesota
THIS INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 28`h day of January, 2004, by and among Restore Medical, Inc., a Minnesota corporation (the “Company”), the investors and certain other shareholders of the Company listed on Schedule A hereto, each of which is herein referred to as an “Investor,” and the holders of the Company’s capital stock listed on Schedule B hereto, each of whom is herein referred to as a “Founder”
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • April 14th, 2006 • Restore Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This Change in Control Agreement (“Agreement”) is made effective as of March 13, 2006, by and between Restore Medical Inc., a Minnesota corporation (the “Company”), and John Foster, an individual resident of Minnesota (the “Employee”).
RESTORE MEDICAL, INC. BRIDGE LOAN AGREEMENTBridge Loan Agreement • April 14th, 2006 • Restore Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
THIS BRIDGE LOAN AGREEMENT (this “Agreement”) is made and entered into as of June 16, 2003, by and among Restore Medical, Inc., a Minnesota corporation (the “Company”), and each of the investors listed on Schedule A hereto (the “Purchasers”).
AMENDMENT NO. 1 TO BRIDGE LOAN AGREEMENTBridge Loan Agreement • April 14th, 2006 • Restore Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This Amendment No. 1 (“Amendment No. 1”) to that certain Bridge Loan Agreement dated June 16, 2003 (the “Agreement”) by and among Restore Medical, Inc., a Minnesota corporation (the “Company”), and the investors listed on Schedule A thereto (the “Purchasers”) is made and entered into this 9th day of December, 2003 by and among the Company and the Purchasers. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
Restore Medical, Inc. INCENTIVE STOCK OPTION AGREEMENT Grant ID 0000000000XXXIncentive Stock Option Agreement • March 13th, 2006 • Restore Medical, Inc.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto hereby agree as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 12th, 2006 • Restore Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of ___, 2006 by and between Restore Medical, Inc. (the “Company”), a Delaware corporation, and (“Indemnitee”):
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 13th, 2006 • Restore Medical, Inc.
This agreement, made and entered into this 19th day of December, 2002, by and between Pi Medical, Inc., a Minnesota corporation now renamed Restore Medical, Inc. (the “Company”), with its principal offices at 2800 Patton Road, Roseville, Minnesota 55113, and Edward W. Numainville (the “Employee”), residing at 13848 Holly St. N.W., Andover, MN 55304.
AMENDMENT NO. 01 TO THE LOAN AND SECURITY AGREEMENT DATED March 23, 2005 Dated March 3, 2006The Loan and Security Agreement • March 13th, 2006 • Restore Medical, Inc.
this Amendment No. 01 (“Amendment 01”) to that certain Loan and Security Agreement No. 4541 dated March 23, 2005 (the “Agreement”) is entered into as of March 3, 2006, by and between Lighthouse Capital Partners V, L.P. (“Lender”) and Restore Medical, Inc., (fka Restore Medical Inc.) a Delaware corporation (“Borrower”).
FIRST AMENDMENT TO INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 13th, 2006 • Restore Medical, Inc. • Minnesota
This First Amendment (this “Amendment”), dated as of this 17th day of March, 2005, amends that certain Investors’ Rights Agreement dated as of January 28, 2004 (the “Agreement”), by and among Restore Medical Inc., a Delaware corporation (f/k/a Restore Medical, Inc., a Minnesota corporation) (the “Company”), the investors and other stockholders of the Company listed on Schedule A thereto (the “Investors”) and the holders of the Company’s capital stock listed on Schedule B, thereto (the “Founders”).
EMPLOYMENT AND CHANGE IN CONTROL SUPPLEMENTAL AGREEMENTEmployment and Change in Control Supplemental Agreement • April 14th, 2006 • Restore Medical, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This Employment and Change in Control Supplemental Agreement (“Supplemental Agreement”) is made effective as of March 15, 2006, by and between Restore Medical Inc., a Minnesota corporation (the “Company”), and J. Robert Paulson, an individual resident of Minnesota (the “Employee”).
NEWS RELEASE . Contacts for Medtronic: Contacts for Restore Medical: Media: Media and Investors: Chuck Grothaus 763-505-2614 J. Robert Paulson, Jr. 651-634-3104 Investors: Chris Geyen, CFO Jeff Warren 651-634-3113Restore Medical, Inc. • April 22nd, 2008 • Orthopedic, prosthetic & surgical appliances & supplies
MINNEAPOLIS — April 22, 2008 — Medtronic, Inc. (NYSE: MDT) and Restore Medical, Inc. (NASDAQ: REST) today announced that the companies have signed a definitive agreement under which Medtronic will pay $1.60 per share in cash for each share of Restore Medical stock. The total value of the transaction, including payment of Restore Medical debt will be approximately $29 million. The transaction, which is anticipated to close within 90 days, is expected to be accretive to Medtronic earnings in the first full fiscal year after closing.
EU Authorised Representative Contract for ServicesRestore Medical, Inc. • March 13th, 2006
This contract is between Restore Medical, Inc., 2800 Patton Road, Roseville, Minnesota 55113, USA (referred to in this contract as the Company) and Quality First International (referred to in this contract as QFI) of: Suites 317/318, Burford Business Centre, 11 Burford Road, Stratford, London, E15 2ST, United Kingdom.
Pi Medical, Inc. Research and Development AgreementResearch and Development Agreement • March 13th, 2006 • Restore Medical, Inc. • Minnesota
This Agreement is made effective the 11th day of August, 2000 by and between Pi Medical, Inc., (“Pi Medical”) a Minnesota corporation, whose principal place of business is 2800 Patton Road, St. Paul, MN 55113, and Advanced Composites Industries, Inc., 3620 Horizon Drive, King of Prussia, PA 19072 (“ACI”). In consideration of the mutual covenants and promises set forth herein, the parties hereby agree as follows:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 13th, 2006 • Restore Medical, Inc. • California
THIS LOAN AND SECURITY AGREEMENT No. 4541 (this “Agreement”) is entered into as of March 23, 2005, by and between LIGHTHOUSE CAPITAL PARTNERS V, L.P. (“Lender”) and RESTORE MEDICAL INC., a Delaware corporation (“Borrower”) and sets forth the terms and conditions upon which Lender will lend and Borrower will repay money. In consideration of the mutual covenants herein contained, the parties agree as follows:
EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTEmployment and Change in Control Agreement • March 13th, 2006 • Restore Medical, Inc.
This Employment and Change in Control Agreement (“Agreement”) is made effective as of April 11, 2005, by and between Restore Medical Inc., a Minnesota corporation (the “Company”), and J. Robert Paulson, an individual resident of Minnesota (the “Employee”).
ContractRestore Medical, Inc. • April 14th, 2006 • Orthopedic, prosthetic & surgical appliances & supplies
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR EVIDENCE SATISFACTORY TO THE PAYOR OF AN APPLICABLE EXEMPTION UNDER THE ACT OR COMPLIANCE WITH RULE 144 UNDER SUCH ACT.
AMENDED AND RESTATED COMMON STOCK WARRANTRestore Medical, Inc. • April 14th, 2006 • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
This Warrant is being issued in connection with a bridge financing of the Company pursuant to a Bridge Loan Agreement, as amended (the “Bridge Loan Agreement”) and related Promissory Note, as amended (the “Note”), each dated as of the date hereof (the “Bridge Financing”). Capitalized terms used herein but not defined herein shall have the meaning set forth in the Bridge Loan Agreement.
March 30, 2005Restore Medical, Inc. • March 13th, 2006
Reference is made to that certain Investors’ Rights Agreement dated as of January 28, 2004, as amended by that certain First Amendment to Investors’ Rights Agreement dated as of March 17, 2005 (as further amended, restated, modified or supplemented from time to time, the “Investors’ Rights Agreement ”) by and among Restore Medical Inc., a Delaware corporation (f/k/a Restore Medical, Inc., a Minnesota corporation) (the “Company”), the investors and other stockholders of the Company listed on Schedule A thereto (the “Investors”) and the holders of the Company’s capital stock listed on Schedule B thereto (the “Founders”). Unless otherwise defined herein, capitalized terms used herein have the respective meanings assigned to them in the Investors’ Rights Agreement.
