Cambridge Heart Inc Sample Contracts

RECITALS
Purchase Agreement • August 18th, 1999 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus • New York
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 7th, 2004 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 6, 2004, among Cambridge Heart, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and all such purchasers are, collectively, the “Purchasers”).

FIRST AMENDMENT
License Agreement • August 14th, 1998 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 7th, 2004 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 6, 2004, by and among Cambridge Heart, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

EXHIBIT 10.2 AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 15th, 2003 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus • Delaware
FIRST AMENDMENT
License Agreement • August 14th, 1998 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus
RECITALS
Antidilution Agreement • November 14th, 2002 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus • Massachusetts
CAMBRIDGE HEART, INC. A minimum of 1,428,571 Shares and a maximum of 2,142,857 Shares. SALES AGENCY AGREEMENT ----------------------
Sales Agency Agreement • November 30th, 1999 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus • Delaware
November 18, 1999
Cambridge Heart Inc • March 30th, 2000 • Electromedical & electrotherapeutic apparatus
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SUBSCRIPTION AGREEMENT
Subscription Agreement • May 23rd, 2012 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of May 23, 2012, by and between Cambridge Heart, Inc., a Delaware corporation (the “Company”), and the subscribers identified on Schedule 1 hereto (the “Subscribers”).

A CONFIDENTIAL PORTION OF THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DEVELOPMENT, SUPPLY AND DISTRIBUTION AGREEMENT
Development, Supply and Distribution Agreement • February 22nd, 2010 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus • New York

THIS DEVELOPMENT, SUPPLY AND DISTRIBUTION AGREEMENT (this “Agreement”) is made effective as of June 22, 2009 (the “Effective Date”) between Cambridge Heart, Inc. (“CHI”), a Delaware corporation having its principal place of business at 100 Ames Pond Road, Tewksbury, MA 01876, and Cardiac Science Corporation (the “Distributor”), a Delaware corporation having its principal place of business at 3303 Monte Villa Parkway, Bothell, WA, 98021. CHI and Distributor are each referred to individually as a “Party” and together as the “Parties.”

SETTLEMENT AGREEMENT
Settlement Agreement • May 23rd, 2008 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus • Delaware

This SETTLEMENT AGREEMENT (the “Agreement”) is made and entered into as of May 19, 2008, by and between Cambridge Heart, a Delaware corporation (“Cambridge Heart”), AFB Fund, LLC, a New Jersey limited liability company (“AFB”), Louis Blumberg, a resident of the State of New York and the manager of AFB (“Louis Blumberg”), and Laurence Blumberg, a resident of the State of New York and a member of AFB (“Laurence Blumberg”).

Cambridge Heart, Inc. One Oak Park Drive Bedford, MA 01730 EMPLOYMENT AGREEMENT Effective as of December 14, 2007
Employment Agreement • March 31st, 2009 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus • Massachusetts

You have agreed to serve as President and Chief Executive Officer of Cambridge Heart, Inc. (the “Company”). This Agreement sets forth the terms of your employment by the Company effective as of December 14, 2007 (the “Effective Date”), when the Company’s Board of Directors (the “Board”) elected you (the “Executive”) as the Company’s President and Chief Executive Officer.

Cambridge Heart, Inc. Tewksbury, MA 01876 EMPLOYMENT AGREEMENT Effective as of November 24, 2008
Employment Agreement • March 31st, 2010 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus • Massachusetts

You have agreed to serve as Chairman of the Board of Cambridge Heart, Inc. (the “Company”) commencing November 24, 2008 (the “Effective Date”), in accordance with the following terms of your employment by the Company. You are referred to herein as the “Executive”.

EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2006 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus • Massachusetts

THIS AGREEMENT is made and entered into effective as of October 13, 2006 by and between Cambridge Heart, Inc., a Delaware corporation (the “Company”) and Mr. Jeffrey J. Langan (the “Executive”).

THE TAIL WIND FUND LTD.
Cambridge Heart Inc • May 15th, 2003 • Electromedical & electrotherapeutic apparatus
This agreement supersedes all other agreements concerning severance. Sincerely yours, CAMBRIDGE HEART, INC.
Cambridge Heart Inc • March 28th, 2002 • Electromedical & electrotherapeutic apparatus
CAMBRIDGE HEART, INC. Stock Option Agreement Granted Outside 2001 Stock Incentive Plan
Stock Option Agreement • March 31st, 2008 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus
CAMBRIDGE HEART, INC. Nonstatutory Stock Option Agreement Granted Outside 2001 Stock Incentive Plan
Stock Option Agreement • June 22nd, 2007 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus
To: Paul McCormick Chairman of the Compensation Committee of Cambridge Heart, Inc. (the “Company”) Date: July 31, 2012
Cambridge Heart Inc • November 14th, 2012 • Electromedical & electrotherapeutic apparatus

In recognition of the Company's financial situation, I agree to a temporary 50% reduction of my salary starting August 1st, 2012 through December 31, 2012. The Company agrees that the reference in my severance agreement to “Base Salary in effect as of the last day of the Employment Period” shall mean “the greater of (i) the Base Salary in effect as of the last day of the Employment Period, or (ii) the Base Salary in effect on July 1, 2012.”

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