Exhibit 10.1 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. DISTRIBUTION AND LICENSE AGREEMENT Effective as of May 10, 2000 (the "Effective Date") SMI Medical, Inc., a...Distribution Agreement • August 11th, 2000 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus • Massachusetts
October 3, 2005 Roderick de Greef 7 Searles Road Windham, NH 03087 Dear Rod: Re: Severance Agreement Cambridge Heart, Inc. (the "Company") recognizes that, as is the case with many publicly-held corporations, the possibility of a change in control of...Severance Agreement • October 5th, 2005 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus
Exhibit 10.6 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT COVERING THIS WARRANT UNDER SAID ACT OR AN EXEMPTION...Warrant Agreement • August 18th, 1999 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus • Delaware
EXHIBIT 10.6 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Reynolds Medical Ltd. C. Paul J. Neilson Marketing Manager 1 Harforde Court, John Tate Road Hertford United...Distribution Agreement • August 26th, 1998 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus
EXHIBIT 10.5 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT COVERING THIS WARRANT UNDER SAID ACT OR AN EXEMPTION...Warrant Agreement • August 18th, 1999 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus • Delaware
SEPTEMBER 9, 2000 CAMBRIDGE HEART, INC. SUBSCRIPTION AGREEMENT A minimum of 1,000,000 Shares (the "Minimum Offering") and A maximum of 2,500,000 Shares (the "Maximum Offering") To: Cambridge Heart, Inc. 1 Oak Park Drive Bedford, MA 01730 Attn.:...Subscription Agreement • September 29th, 2000 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus • Delaware
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT ----------------------------- This Registration Rights Agreement (the "Agreement") is made and entered into as of this 8th day of June, 1999 by and among Cambridge Heart, Inc., a Delaware corporation (the...Registration Rights Agreement • August 18th, 1999 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus • New York
EXHIBIT 10.1 LOAN MODIFICATION AGREEMENT This Loan Modification Agreement (this "Loan Modification Agreement') is entered into as of May 8, 2003, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at...Loan Modification Agreement • May 15th, 2003 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus
EXHIBIT 10.31 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of December 21, 2001, between Cambridge Heart, Inc., a corporation organized under the laws of the State of Delaware (the "COMPANY"), and the...Securities Purchase Agreement • March 28th, 2002 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus • Delaware
EXHIBIT 10.22 SUBLEASE This SUBLEASE (the "Sublease") is dated as of the 30th day of January, 1998 by and between CAMBRIDGE HEART, INC., a Massachusetts corporation ("Sublandlord"), and PINPOINT CORPORATION, a Delaware corporation ("Subtenant"). R E C...Sublease • March 16th, 1998 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus • Massachusetts
Exhibit 10.16 FIRST AMENDMENT TO LEASE This First Amendment to Lease (this "AMENDMENT") is made and entered into as of the ____ day of November, 2003 by and between ONE OAK PARK DRIVE, L.L.C., a Delaware limited liability company (the "LANDLORD")...Lease Agreement • March 30th, 2004 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus
RECITALSPurchase Agreement • August 18th, 1999 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus • New York
FIRST AMENDMENT This First Amendment pertains to the License Agreement "Pacing Technology for Prevention of Cardiac Dysrhythmias" effective September 29, 1993 by and between the MASSACHUSETTS INSTITUTE OF TECHNOLOGY and CAMBRIDGE HEART, INC....License Agreement • August 14th, 1998 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus
This First Amendment pertains to the License Agreement "Pacing Technology for Prevention of Cardiac Dysrhythmias" effective September 29, 1993 by and between the MASSACHUSETTS INSTITUTE OF TECHNOLOGY and CAMBRIDGE HEART, INC. (hereinafter LICENSEE).
LOGO] CAMBRIDGE HEART, INC. MEMO To: File From: Jeff Arnold, J. Daniel Cole CC: Bob P. Hardy, Helaine Carroll Date: October 25, 1999 Re: Renewal of J. Arnold Contract At the meeting of October 21, 1999 the Board authorized the renewal of J. Arnold's...Employment Agreement • March 30th, 2000 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus
EXHIBIT 10.7 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Carmen F. Asta President Image Monitoring 2584 Comet Court Mississauga, Ontario L5K2R4 Dear Carmen: This letter...Distribution Agreement • August 26th, 1998 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus
Exhibit 4.2 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION...Warrant Agreement • November 14th, 2002 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus • Massachusetts
THE TAIL WIND FUND LTD.Warrant Amendment • May 15th, 2003 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus
Exhibit 10.3 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. CONFIDENTIAL COPY ONE OF TWO September 10, 2002 Cambridge Heart, Inc. One Oak Park Drive Bedford, MA 01730...Investment Banking Agreement • November 14th, 2002 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus • Massachusetts
SECURITIES PURCHASE AGREEMENTSecurities 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”).
REGISTRATION RIGHTS AGREEMENTRegistration 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 This First Amendment pertains to the License Agreement "Assessing Myocardial Electrical Stability" effective September 29, 1993, and Amended February 20, 1996, by and between the MASSACHUSETTS INSTITUTE OF TECHNOLOGY and CAMBRIDGE...License Agreement • August 14th, 1998 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus
This First Amendment pertains to the License Agreement "Assessing Myocardial Electrical Stability" effective September 29, 1993, and Amended February 20, 1996, by and between the MASSACHUSETTS INSTITUTE OF TECHNOLOGY and CAMBRIDGE HEART, INC. (hereinafter LICENSEE).
Amendment #2 to Exclusive Distributor Agreement of May 30, 1996Exclusive Distributor Agreement • August 14th, 1998 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus • Massachusetts
FIRST AMENDMENTLicense Agreement • August 14th, 1998 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus
FIRST AMENDMENTLicense Agreement • August 14th, 1998 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus
RECITALSAntidilution Agreement • November 14th, 2002 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus • Massachusetts
Exhibit 10.23 CAMBRIDGE HEART, INC. MEMORANDUM -------------------------------- ------------------------------------------------ DATE: January 23, 1998 TO: R. Cohen FROM: Jeff Arnold SUBJECT: Consulting Agreement CC: Bob Palardy This is to confirm our...Consulting Agreement • March 18th, 1998 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus
EXHIBIT 10.2 AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2003 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus • Delaware
Exhibit 10.2 SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT BORROWER: CAMBRIDGE HEART, INC, ADDRESS: ONE OAK PARK DRIVE BEDFORD, MASSACHUSETTS 01730 DATE: SEPTEMBER 26, 2002 THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between...Loan and Security Agreement • November 14th, 2002 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus • California
EXHIBIT 10.32 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of December 21, 2001, by and among Cambridge Heart, Inc., a corporation organized under the laws of the State of Delaware (the "COMPANY"), and the...Registration Rights Agreement • March 28th, 2002 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus • New York
SUBSCRIPTION AGREEMENTSubscription 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”).
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
May 24, 2007 Vincenzo LiCausi c/o Cambridge Heart, Inc. One Oak Park Drive Bedford, MA 01730 Dear Vincenzo: Re: Severance AgreementSeverance Agreement • March 31st, 2008 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus
Cambridge Heart, Inc. (the “Company”) recognizes that, as is the case with many publicly-held corporations, the possibility of a change in control of the Company exists and that such possibility, and the uncertainty and questions it may raise among key personnel, may result in the departure or distraction of key personnel to the detriment of the Company and its stockholders. The Board of Directors has determined that, while there are no current plans for the Company to engage in a change of control transaction, appropriate steps be taken to reinforce and encourage the continued employment and dedication of the Company’s key personnel without distraction from the possibility of a change of control and related events and circumstances.
A CONFIDENTIAL PORTION OF THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DEVELOPMENT, SUPPLY AND DISTRIBUTION AGREEMENTDevelopment, 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 AGREEMENTSettlement 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”).
Exhibit 10.28 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. AMENDMENT #5 TO CONSULTING AND TECHNOLOGY AGREEMENT RICHARD JONATHAN COHENConsulting and Technology Agreement • March 30th, 2004 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus
