EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of October 26, 2004, by and between CardioGenesis Corporation, a California corporation (the "Company"), and Laurus Master...Registration Rights Agreement • October 28th, 2004 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • New York
EXHIBIT 4.2 CARDIOGENESIS CORPORATION SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT (this "Agreement"), is made and entered into as of April 10, 2002, by and among CARDIOGENESIS CORPORATION, a California corporation (the "Company"), and the...Share Purchase Agreement • April 12th, 2002 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • California
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • January 26th, 2004 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • New York
RECITALSRights Agreement • October 28th, 2004 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies
EXHIBIT 4.5 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON...Common Stock Purchase Warrant • October 28th, 2004 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • New York
EXHIBIT 10.12 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") dated as of June 1, 2002 (the "Date of this Agreement"), is made by and between CardioGenesis Corporation, a California corporation (the "Company"), and Darrell Eckstein...Employment Agreement • August 14th, 2002 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • California
SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • January 26th, 2004 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies
1 EXHIBIT 4.1 RIGHTS AGREEMENT DATED AS OF AUGUST 17, 2001 BY AND BETWEEN CARDIOGENESIS CORPORATION (F/K/A ECLIPSE SURGICAL TECHNOLOGIES, INC.)Rights Agreement • August 20th, 2001 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • California
RECITALSSecurities Purchase Agreement • October 28th, 2004 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • New York
ARTICLE I INTERESTConvertible Note • April 4th, 2003 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • New York
RECITALSAffiliate Agreement • November 3rd, 1998 • Eclipse Surgical Technologies Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
EXHIBIT 4.6 CARDIOGENESIS CORPORATION SECURITY AGREEMENT To: Laurus Master Fund, Ltd. c/o M&C Corporate Services Limited P.O. Box 309 GT Ugland House South Church Street George Town Grand Cayman, Cayman Islands Date: October 26, 2004 To Whom It May...Security Agreement • October 28th, 2004 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • New York
RECITALSIndemnification Agreement • March 29th, 2000 • Eclipse Surgical Technologies Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
ANDLoan Agreement • April 4th, 2003 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • New York
RECITALSVoting Agreement • November 3rd, 1998 • Eclipse Surgical Technologies Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
OFFICE LEASEOffice Lease • August 16th, 2001 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • California
EXHIBIT 4.7 NEITHER THIS SECURITY NOR THE SECURITIES INTO 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...Security Agreement • January 26th, 2004 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies
SETTLEMENT AGREEMENT AND GENERAL RELEASESettlement Agreement • March 29th, 2007 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • California
EXHIBIT 4.1 MICROHEART, INC. COMMON STOCK REPURCHASE AGREEMENT MICROHEART, INC. COMMON STOCK REPURCHASE AGREEMENT THIS COMMON STOCK REPURCHASE AGREEMENT (the "AGREEMENT") is made as of the 5th day of April, 2002 (the "EFFECTIVE DATE") by and among...Common Stock Repurchase Agreement • April 12th, 2002 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS COMMON STOCK REPURCHASE AGREEMENT (the "AGREEMENT") is made as of the 5th day of April, 2002 (the "EFFECTIVE DATE") by and among MICROHEART, INC. (F/K/A MICROHEART HOLDINGS, INC.), a Delaware corporation (the "COMPANY"), and CARDIOGENESIS CORPORATION (F/K/A ECLIPSE SURGICAL TECHNOLOGIES, INC.) (the "SELLER").
EXHIBIT 4.6 NEITHER THIS SECURITY NOR THE SECURITIES INTO 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...Security Agreement • January 26th, 2004 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • January 18th, 2002 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies
CARDIOGENESIS CORPORATION DIRECTOR STOCK OPTION PLAN STOCK OPTION AGREEMENT (AS AMENDED THROUGH FEBRUARY 2009)Stock Option Agreement • May 14th, 2009 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • California
EMPLOYMENT AGREEMENTEmployment Agreement • June 26th, 2009 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of July 1, 2009, by and between CARDIOGENESIS CORPORATION, a California corporation (the “Company”), and Paul McCormick, an individual (the “Executive”).
ARTICLE I INTEREST & AMORTIZATIONSecured Convertible Term Note • October 28th, 2004 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • New York
CRYOLIFE, INC. MUTUAL CONFIDENTIAL DISCLOSURE AGREEMENT Effective Date: October 6, 2009Mutual Confidential Disclosure Agreement • April 5th, 2011 • Cardiogenesis Corp /CA • Orthopedic, prosthetic & surgical appliances & supplies • Georgia
In order to protect certain information disclosed hereunder (the “Disclosed Information”) which may be disclosed by CryoLife, Inc., a Florida corporation, (“CryoLife”) and “Participant” (identified below), CryoLife and the “Participant” agree that:
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among CRYOLIFE, INC., CL FALCON, INC. and CARDIOGENESIS CORPORATION Dated as of April 14, 2011Agreement and Plan of Merger • April 15th, 2011 • Cardiogenesis Corp /CA • Orthopedic, prosthetic & surgical appliances & supplies • Florida
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 14, 2011, among CryoLife, Inc., a Florida corporation (“Parent”), CL Falcon, Inc., a Florida corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Cardiogenesis Corporation, a California corporation (the “Company”).
CONSULTING AGREEMENTConsulting Agreement • June 1st, 2009 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • California
This Agreement, made February 27, 2009 and effective as of January 1, 2009 (the “Effective Date”) by and between Cardiogenesis Corporation, a California corporation, with its principal place of business at 11 Musick, Irvine, California 92618 (the “Company”), and Dr. Marvin Slepian, (“Consultant”) located at 2540 North Yellow Flower Trail, Tucson, AZ 85715.
CONFIDENTIALITY AND INTELLECTUAL PROPERTY AGREEMENTConfidentiality and Intellectual Property Agreement • August 21st, 2006 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • California
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2005 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • Washington
THIS AGREEMENT, effective as of the 28th day of October 2005 (the “Effective Date”), by and between CARDIOGENESIS CORPORATION, a California corporation (the “Company”) and MICHAEL J. QUINN (the “Executive”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 19th, 2010 • Cardiogenesis Corp /CA • Orthopedic, prosthetic & surgical appliances & supplies
This Amendment to Employment Agreement (the “Amendment”) is made and entered into as of May 17, 2010, by and between Cardiogenesis Corporation, a California corporation (the “Company”) and Paul McCormick, an individual (the “Executive”).
AGREEMENT AND PLAN OF MERGER among CRYOLIFE, INC., CL FALCON, INC. and CARDIOGENESIS CORPORATION Dated as of March 28, 2011Merger Agreement • March 29th, 2011 • Cardiogenesis Corp /CA • Orthopedic, prosthetic & surgical appliances & supplies • Florida
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 28, 2011, among CryoLife, Inc., a Florida corporation (“Parent”), CL Falcon, Inc., a Florida corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Cardiogenesis Corporation, a California corporation (the “Company”).
CONSULTING AGREEMENTConsulting Agreement • January 15th, 2009 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of January 15, 2009, (the “Effective Date”), by and between Cardiogenesis Corporation, a California corporation (the “Company”) and Paul J. McCormick (“Consultant”).
Amendment No. 1 to Employment Agreement dated September 27, 2001 between CardioGenesis Corporation as Company and Michael J. Quinn as ExecutiveEmployment Agreement • August 14th, 2002 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies
April 5, 2011 Dear Shareholder:Merger Agreement • April 5th, 2011 • Cardiogenesis Corp /CA • Orthopedic, prosthetic & surgical appliances & supplies
We are pleased to inform you that on March 28, 2011, Cardiogenesis Corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CryoLife, Inc., a Florida corporation (“Parent”), and CL Falcon, Inc., a Florida corporation and a wholly-owned subsidiary of Parent (“Purchaser”).
EXHIBIT 4.1 COMMON STOCK PURCHASE AGREEMENT DATED AS OF AUGUST 17, 2000 BY AND BETWEEN ECLIPSE SURGICAL TECHNOLOGIES, INC.Common Stock Purchase Agreement • August 18th, 2000 • Eclipse Surgical Technologies Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
