and BUYERS,Registration Rights Agreement • October 12th, 2005 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 3rd, 2006 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
and BUYERS,Securities Purchase Agreement • October 12th, 2005 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
BY AND AMONGAgreement and Plan of Merger • January 26th, 2006 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
Exhibit 99.1 [ATS Medical, Inc. Letterhead] December ___, 2005 To the Undersigned Executive Officer of ATS Medical, Inc. who holds a Stock Option to acquire ATS Medical Common Stock Dear Optionee: This letter agreement (this "Agreement") is being...Letter Agreement • December 29th, 2005 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
W I T N E S S E T HLease Agreement • March 29th, 2001 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
as Trustee INDENTUREAts Medical Inc • October 12th, 2005 • Orthopedic, prosthetic & surgical appliances & supplies • New York
EXHIBIT 10.1 STOCK PURCHASE AGREEMENT ATS Medical, Inc. 3905 Annapolis Lane, Suite 105 Minneapolis, Minnesota 55447 The undersigned (the "INVESTOR") hereby confirms its agreement with you as follows: 1. This Stock Purchase Agreement is made as of the...Stock Purchase Agreement • June 28th, 2004 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
Exhibit 10.2 Form of Change In Control Agreement [Name of Officer] [Home Address] Dear ________: ATS Medical, Inc. (the "Company") recognizes that your contribution to the growth and success of the Company will be substantial and therefore desires to...Ats Medical Inc • August 8th, 2006 • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
EXHIBIT 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Ats Medical Inc • March 16th, 2007 • Orthopedic, prosthetic & surgical appliances & supplies
RECITALSAgreement and Plan of Merger • June 19th, 2006 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
W I T N E S S E T HLease • March 26th, 2002 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
CRYOCATH LOGO)Distribution Agreement • May 10th, 2005 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Ontario
AMENDMENT AGREEMENTAmendment Agreement • March 30th, 2005 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
AMENDMENT NO. 1 Dated as of October 13, 2005Registration Rights Agreement • October 18th, 2005 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
EXHIBIT 10.3 MANUEL A. VILLAFANA CONSULTING AGREEMENT THIS AGREEMENT is made as of the 11th day of September, 2001 by and between ATS Medical, Inc., a Minnesota corporation (the "Company") and Manuel A. Villafana, a resident of the State of Minnesota...Consulting Agreement • March 26th, 2002 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
RECITALSAgreement and Plan of Merger • August 15th, 2006 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
Rule 24b-2 Confidential Treatment Brackets Indicate Omissions EXHIBIT 10.9 DEVELOPMENT AGREEMENT THIS AGREEMENT made as of September 24, 1990, by and between CarboMedics, Inc., a Texas corporation, having a place of business at 1300-B East Anderson...Development Agreement • March 28th, 1997 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Texas
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of March 15, 2007, between ATS Medical, a Minnesota corporation (the "Company") and each of the several purchasers signatory...Registration Rights Agreement • March 16th, 2007 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • March 16th, 2007 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
ARTICLE 1Exchange Agent Agreement • April 18th, 2006 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
WITNESSETHLease Agreement • November 8th, 2006 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
AGENT AGREEMENTAgent Agreement • May 10th, 2005 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Ontario
Exhibit 10.1 DEVELOPMENT AND LICENSE AGREEMENT This Development and License Agreement (the "Agreement") is entered into as of 26th April, 2004 (the "Effective Date"), by and between ATS MEDICAL, INC. and ERYSAVE AB. ATS and ErySave may be referred to...Development and License Agreement • August 9th, 2004 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • England
as TrusteeAts Medical Inc • October 18th, 2005 • Orthopedic, prosthetic & surgical appliances & supplies • New York
AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 17th, 2006 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
AMENDMENT NO. 1Securities Purchase Agreement • October 18th, 2005 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
RECITALSExclusive Distribution Agreement • November 8th, 2006 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
RECITALSRestricted Stock Unit Award Agreement • December 13th, 2006 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
MANUEL A. VILLAFANA CONSULTING AGREEMENT THIS AGREEMENT is made as of the 20th day of April, 1998 by and between ATS Medical, Inc., a Minnesota corporation (the "Company") and Manuel A. Villafana, a resident of the State of Minnesota ("MAV"). WHEREAS,...Consulting Agreement • August 12th, 1998 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
EXHIBIT 10.40 AMENDMENT NO. 10 TO LEASE AGREEMENT THIS AMENDMENT NO. 10 TO LEASE AGREEMENT ("Amendment") is dated as of October 1, 2004, by and between ST. PAUL PROPERTIES, INC., a Delaware corporation ("Landlord") and ATS MEDICAL, INC., a Minnesota...Lease Agreement • March 14th, 2005 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
AMENDMENT NO. 6 TO LEASE AGREEMENTLease Agreement • March 30th, 1998 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
EXHIBIT 10.1 LOAN AGREEMENT This LOAN AND SECURITY AGREEMENT dated as of the Effective Date, among SILICON VALLEY BANK ("Bank"), whose address is 3003 Tasman Drive, Santa Clara, California 95054 with a loan production office located at 301 Carlson...Loan Agreement • November 5th, 2004 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
Exhibit 10.43 MARKETING SERVICES AGREEMENT This Marketing Services Agreement (the "Agreement"), effective the 21st day of July, 2005 ("Effective Date"), is by and between Alabama Tissue Center, Inc., also known as Regeneration Technologies, Inc. -...Marketing Services Agreement • March 7th, 2006 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Florida
AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 23rd, 2007 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
