EXHIBIT 2.1 ----------- STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 29th, 2005 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus • Connecticut
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 31st, 2008 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus
EXHIBIT 10.1 ------------ SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this "AGREEMENT"), dated as of May 9, 2008, by and between CAS Medical Systems, Inc., a Delaware corporation, located at 44 East Industrial Road, Branford, Connecticut 06405...Subscription Agreement • May 14th, 2008 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus • Connecticut
EXHIBIT 10.1Marketing and Distribution Agreement • August 14th, 1998 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus • Connecticut
EXHIBIT 10.1 ------------ COMMERCIAL LOAN AGREEMENT THIS AGREEMENT made this 11th day of February, 2008 by and between CAS MEDICAL SYSTEMS, INC. (the "Debtor" or "Borrower"), being a corporation organized and existing under the laws of the State of...Commercial Loan Agreement • February 14th, 2008 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus • Connecticut
ContractWarrant Agreement • July 5th, 2016 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus • New York
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 FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
VOTING AGREEMENTVoting Agreement • February 12th, 2019 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware
This VOTING AGREEMENT, dated as of February 11, 2019 (this “Agreement”), is made and entered into by and between Edwards Lifesciences Holding, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (“Stockholder”) of CAS Medical Systems, Inc., a Delaware corporation (the “Company”). Parent and Stockholder are referred to individually as a “Party” and collectively as the “Parties.”
6,200,000 Firm Shares Up to 930,000 Option Shares CAS Medical Systems, Inc. Common Stock, $0.004 par value PURCHASE AGREEMENTPurchase Agreement • February 11th, 2015 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus • New York
Up Period pursuant to the previous paragraph and agrees that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this Agreement during the period from the date of this Agreement to and including the 34th day following the expiration of the initial Lock-Up Period, it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 5th, 2016 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus • New York
THIS LOAN AND SECURITY AGREEMENT, dated as of June 30, 2016 (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement"), is among Solar Capital Ltd., a Maryland corporation ("Solar"), in its capacity as administrative and collateral agent for Lenders (together with its successors and assigns in such capacity, "Agent") and as lender, Western Alliance Bank, an Arizona corporation ("Western Alliance" or "Bank"), as lender, and the other financial institutions who are or hereafter become parties to this Agreement as lenders (together with Solar and Western Alliance collectively the "Lenders", and each individually, a "Lender"), CAS Medical Systems, Inc., a Delaware corporation ("Borrower"), and the other Persons (as defined below), if any, who are or hereafter become parties to this Agreement as guarantors (each a "Guarantor" and collectively, the "Guarantors", and together with Borrower, each a "Loan Party" and collectively, "Loan Parties").
AGREEMENT AND PLAN OF MERGER by and among EDWARDS LIFESCIENCES HOLDING, INC., CROWN MERGER SUB, INC. and CAS MEDICAL SYSTEMS, INC., Dated as of February 11, 2019Merger Agreement • February 12th, 2019 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 11, 2019, is made by and among Edwards Lifesciences Holding, Inc., a Delaware corporation (“Parent”), Crown Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and CAS Medical Systems, Inc., a Delaware corporation (the “Company”). Defined terms used in this Agreement have the respective meanings ascribed to them in Appendix A: Definitions or otherwise defined herein.
CAS MEDICAL SYSTEMS, INC. INDUCEMENT RESTRICTED STOCK AGREEMENTInducement Restricted Stock Agreement • January 10th, 2011 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware
This Inducement Restricted Stock Agreement (this “Agreement”) is made as of January 7, 2011 (the “Date of Grant”), by and between CAS Medical Systems, Inc., a Delaware corporation (the “Company”), and Matthew J. Herwig (the “Grantee”) as a material inducement to Grantee becoming a senior executive of the Company. The parties acknowledge that this Agreement is an “inducement” grant for purposes of the Rule 5635(c)(4) of the Nasdaq Stock Market (“Nasdaq”) and that the issuance of the Restricted Shares (as defined below) is subject to applicable Nasdaq requirements.
EMPLOYMENT AGREEMENTEmployment Agreement • January 10th, 2011 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus • Connecticut
THIS EMPLOYMENT AGREEMENT, entered into as of January 7, 2011, by and between CAS Medical Systems, Inc., a Delaware corporation (the “Company”, which term includes any successor to CAS Medical Systems, Inc., by merger or otherwise), and Matthew J. Herwig (the “Employee”).
WARRANT TO PURCHASE 114,213 SHARES OF COMMON STOCKWarrant Agreement • June 30th, 2014 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus • New York
THIS CERTIFIES THAT, for value received, GE Capital Equity Investments, Inc. (“Holder”) is entitled to subscribe for and purchase ONE HUNDRED FOURTEEN THOUSAND TWO HUNDRED THIRTEEN (114,213) shares of fully paid and non-assessable Common Stock of CAS Medical Supplies, Inc., a Delaware corporation (“Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Common Stock” shall mean Company’s presently authorized common stock, $0.004 par value per share, and any stock into which such Common Stock may hereafter be converted or exchanged and the term “Warrant Shares” shall mean the shares of Common Stock which Holder may acquire pursuant to this Warrant and any other shares of stock into which such shares of Common Stock may hereafter be converted or exchanged. This warrant is being executed and delivered pursuant to the terms of a Loan and Security Agreement of even date among the C
EXHIBIT 10.2 ------------ AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENT This Amendment, between Louis P. Scheps ("Mr. Scheps") and CAS Medical Systems, Inc. ("CAS") amends an Employment Agrement, dated as of September 1, 1993, between Mr. Scheps and...Employment Agreement • March 28th, 2003 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus
EXHIBIT 10.1 ------------ Prior Obligation Information: Loan Number - 41341; Agreement Date - 02/11/08; Credit Limit - $10,000,000.00; Maturity Date - 05/01/09 Amended Obligation Information: Loan Number - 41341; Modification Date - 12/31/08; Credit...Debt Modification Agreement • January 6th, 2009 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus
ContractWarrant Agreement • May 8th, 2018 • Cas Medical 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 FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
EMPLOYMENT AGREEMENTEmployment Agreement • March 19th, 2014 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus • Connecticut
THIS EMPLOYMENT AGREEMENT, entered into as of October 2, 2013, by and between CAS Medical Systems, Inc., a Delaware corporation (the "Company", which term includes any successor to CAS Medical Systems, Inc., by merger or otherwise), and Brian J. Wagner (the "Employee.")
EXHIBIT 10.18 ------------- EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, entered into this 16th day of March, 2007, by and between CAS Medical Systems, Inc., a Delaware corporation (the "Company"), and Andrew Kersey (hereinafter called the...Employment Agreement • March 19th, 2007 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus • Connecticut
EXHIBIT 10.2 ------------ AMENDMENT NUMBER SEVEN TO EMPLOYMENT AGREEMENT ----------------------- This Amendment Number Seven (the "Amendment") between Louis P. Scheps ("Mr. Scheps") and CAS Medical Systems, Inc. ("CAS") amends an Employment Agreement...Employment Agreement • December 31st, 2008 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus
CAS MEDICAL SYSTEMS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 13th, 2011 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus • New York
This Registration Rights Agreement (this “Agreement”), dated June 9, 2011, among CAS Medical Systems, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each, a “Purchaser”, and collectively, the “Purchasers”), is entered into pursuant to that certain Investment Agreement, dated June 8, 2011, by and between the Company and the Purchasers (the “Investment Agreement”), providing for the Company’s issuance and sale of (a) Series A Convertible Preferred Stock (the “Series A Preferred Stock”), which will be, upon issuance, convertible into authorized but unissued shares (“Series A Preferred Conversion Shares”) of common stock, par value $0.004 per share, of the Company (the “Common Stock”), and will have the terms set forth in the Certificate of Designation for such Series A Preferred Stock (the “Series A Preferred Certificate of Designation”) and (b) Series A Exchangeable Preferred Stock (the “Series A Exchangeable Preferred Stock”), which Series A Exchangea
EXHIBIT 10.6 ------------ AMENDMENT NUMBER FIVE TO EMPLOYMENT AGREEMENT This Amendment between Louis P. Scheps ("Mr. Scheps") and CAS Medical Systems, Inc. ("CAS") amends an Employment Agreement, dated as of September 1, 1993, between Mr. Scheps and...Employment Agreement • March 31st, 2005 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus
ASSET PURCHASE AGREEMENT BY AND BETWEEN SUNTECH MEDICAL INC. (as "Buyer", on the one hand) AND CAS MEDICAL SYSTEMS, INC. (as "Seller", on the other hand) July 25, 2017Asset Purchase Agreement • July 26th, 2017 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware
THIS ASSET PURCHASE AGREEMENT, dated as of July 25, 2017 (this "Agreement"), is by and between SunTech Medical Inc., a North Carolina corporation ("Buyer"), and CAS Medical Systems, Inc., a Delaware corporation ("CASMED" or "Seller"). Buyer and Seller are sometimes collectively referred to herein as the "Parties". Any defined terms not otherwise defined in a particular section shall have the meanings set forth in Section 8.
CAS MEDICAL SYSTEMS, INC. INDUCEMENT NONQUALIFIED STOCK OPTION AGREEMENTInducement Nonqualified Stock Option Agreement • January 10th, 2011 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware
This Inducement Nonqualified Stock Option Agreement (this “Agreement”) is made as of January 7, 2011 (the “Date of Grant”), by and between CAS Medical Systems, Inc., a Delaware corporation (the “Company”), and Matthew J. Herwig (the “Optionee” or the “Grantee”) as a material inducement to Grantee becoming a senior executive of the Company. The parties acknowledge that this Agreement is an “inducement” grant for purposes of the Rule 5635(c)(4) of the Nasdaq Stock Market (“Nasdaq”) and that the issuance of this Option (as defined below) is subject to applicable Nasdaq requirements.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 2nd, 2012 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of July 31, 2012, by and between East West Bank (“Bank”) and CAS Medical Systems, Inc. (“Borrower”).
OPTION TERMINATION AGREEMENTOption Termination Agreement • March 12th, 2019 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware
THIS OPTION TERMINATION AGREEMENT (this “Agreement”) is made as of ________, 2019, by and between the undersigned (the “Option Holder”) and CAS Medical Systems, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Merger Agreement (as defined below).
EXHIBIT 10.3 ------------ SECURITY AGREEMENT The undersigned, CAS MEDICAL SYSTEMS, INC. (the "Debtor" or "Borrower"), being a corporation organized and existing under the laws of the State of Delaware and having its chief executive office and...Security Agreement • February 14th, 2008 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus • Connecticut
RESTRICTED STOCK TERMINATION AGREEMENTRestricted Stock Termination Agreement • March 12th, 2019 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware
THIS RESTRICTED STOCK TERMINATION AGREEMENT (this “Agreement”) is made as of March 12, 2019, by and between the undersigned (the “Grantee”) and CAS Medical Systems, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Merger Agreement (as defined below).
CAS MEDICAL LETTERHEAD]Merger Agreement • March 15th, 2019 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus
As you are aware, CAS Medical Systems, Inc. (“CASMED”) has entered into a merger agreement with Crown Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of Edwards Lifesciences Holding, Inc. (“Edwards”), a Delaware corporation. Pursuant to the terms of the merger agreement, each outstanding share of CASMED common stock will be converted into the right to receive $2.45 in cash.
SECOND MODIFICATION AGREEMENTModification Agreement • April 3rd, 2009 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus • Connecticut
THIS SECOND MODIFICATION AGREEMENT, executed on April 3, 2009 effective March 31, 2009 by and between CAS MEDICAL SYSTEMS, INC., a Delaware corporation having its chief executive office at 44 East Industrial Road, Branford, Connecticut (the "Borrower") and NEWALLIANCE BANK, a Connecticut stock savings bank with a place of business at 195 Church Street, New Haven, Connecticut (the "Bank").
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 8th, 2018 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus
This LOAN AND SECURITY AGREEMENT (this "Agreement") is entered into as of May 8, 2018, by and between East West Bank ("Bank") and CAS Medical Systems, Inc. ("Borrower").
EXHIBIT 10.1 ------------ EMPLOYMENT AGREEMENT This Employment Agreement made as of September 1, 1993 is between CAS Medical Systems, Inc. ("CAS") and Louis P. Scheps ("Mr. Scheps") and sets forth the terms upon which CAS has agreed to employ Mr....Employment Agreement • March 28th, 2003 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus
EXHIBIT 10.2 ------------ Branford, Connecticut Date of this Agreement: August 10, 2004 NEWALLIANCE BANK SECURITY AGREEMENT 1. WHAT SOME OF THE WORDS MEAN. "Secured Party" means NewAlliance Bank, 195 Church Street, New Haven, Connecticut 06510 and...Security Agreement • November 12th, 2004 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus • Connecticut
SECURITY AGREEMENTSecurity Agreement • March 17th, 2010 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus • Connecticut
The undersigned, STATCORP, INC. (the "Debtor"), being a corporation organized and existing under the laws of the State of Delaware and having its chief executive office and principal place of business at 14476 Duval Place West, Suite 303, Jacksonville, Florida 32218 , hereby grants to NEWALLIANCE BANK ,with a place of business at 195 CHURCH STREET, NEW HAVEN, CONNECTICUT 06510 (the "Bank" or “Secured Party”), a security interest in all of the Debtor's present and future right, title and interest in and to any and all of the following property, whether now existing or hereafter created (all of which is hereinafter called the "Collateral"):
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 9th, 2017 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment"), dated as of November 3, 2017 (the "Amendment Effective Date"), is made by and among CAS Medical Systems, Inc., a Delaware corporation ("Borrower"), Solar Capital Ltd., a Maryland corporation ("Solar"), in its capacity as administrative and collateral agent for Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent"), and the Lenders listed on Schedule A of the Loan and Security Agreement (as defined below) or otherwise a party hereto from time to time including Solar in its capacity as a Lender and Western Alliance Bank, an Arizona corporation, as a Lender (each a "Lender" and collectively, the "Lenders").
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 19th, 2014 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus
This Third Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of March 17, 2014, by and between EAST WEST BANK (“Bank”) and CAS Medical Systems, Inc. (“Borrower”).
