Dated as of August 20, 1996 (the "Effective Date") WHEREAS, Endocardial Solutions, Inc., a Delaware corporation (the "Company") has entered into a Master Lease Agreement dated as of November 15, 1994, Equipment Schedule No. VL-2, VL-3 and VL-4 and...Warrant Agreement • January 30th, 1997 • Endocardial Solutions Inc • Illinois
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY HAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE...Endocardial Solutions Inc • January 30th, 1997 • Illinois
WARRANTEndocardial Solutions Inc • March 31st, 1999 • Surgical & medical instruments & apparatus • Minnesota
RECITALSNote Purchase Agreement • March 31st, 1999 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus • Minnesota
Exhibit 10.29 STOCK PURCHASE AGREEMENT Endocardial Solutions, Inc. 1350 Energy Lane, Suite 110 St. Paul, Minnesota 55108 The undersigned (the "INVESTOR"), hereby confirms its agreement with you as follows: 1. This Stock Purchase Agreement (the...Stock Purchase Agreement • March 30th, 2001 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus • Minnesota
ARTICLE II INVESTOR'S REPRESENTATIONS AND WARRANTIESSecurities Purchase Agreement • August 13th, 1999 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus • Minnesota
Exhibit 10.25 CHANGE IN CONTROL AGREEMENT This Agreement, made and entered into this 3rd day of November 2000, by and between Endocardial Solutions, Inc., a Minnesota corporation (the "Company"), with its principal offices at 1350 Energy Lane, Suite...Change in Control Agreement • March 30th, 2001 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus
MASTER LEASE AGREEMENT COMDISCO, INC. - LESSORMaster Lease Agreement • January 30th, 1997 • Endocardial Solutions Inc • Illinois
Exhibit 10.22 EMPLOYMENT AND NONCOMPETITION AGREEMENT This EMPLOYMENT AND NONCOMPETITION AGREEMENT, dated as of November 3, 2000, is made and entered into between Endocardial Solutions, Inc., a Minnesota corporation (the "Company") and James W....Employment and Noncompetition Agreement • March 30th, 2001 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus • Minnesota
EXHIBIT 10.1 LICENSE AGREEMENTLicense Agreement • July 31st, 1998 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus • Minnesota
RECITALSEndocardial Solutions Inc • March 30th, 2001 • Surgical & medical instruments & apparatus
AND NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, RIGHTS AGENT RIGHTS AGREEMENTRights Agreement • August 26th, 1999 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus • Delaware
ARTICLE I DEFINITIONSRegistration Rights Agreement • August 13th, 1999 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus • Delaware
COMMON STOCK PURCHASE AGREEMENTPurchase Agreement • March 13th, 1997 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus • Minnesota
STOCK PURCHASE AGREEMENT by and between ENDOCARDIAL SOLUTIONS, INC.Stock Purchase Agreement • March 18th, 1997 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus • Minnesota
Stock Purchase AgreementStock Purchase Agreement • September 2nd, 2003 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus • Delaware
Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.
Exhibit 10.28 ENDOCARDIAL SOLUTIONS, INC. STOCK PURCHASE AND RESTRICTION AGREEMENT THIS STOCK PURCHASE AND RESTRICTION AGREEMENT (this "AgreemenT") is made and entered into as of January 22, 2001, by and between Endocardial Solutions, Inc. a Delaware...Stock Purchase and Restriction Agreement • March 30th, 2001 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus • Minnesota
andInvestment Agreement • January 30th, 1997 • Endocardial Solutions Inc • Minnesota
Exhibit 10.24 CHANGE IN CONTROL AGREEMENT This Agreement, made and entered into this 3rd day of November 2000, by and between Endocardial Solutions, Inc., a Minnesota corporation (the "Company"), with its principal offices at 1350 Energy Lane, Suite...Change in Control Agreement • March 30th, 2001 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus
AGREEMENT OF LEASE ENERGY PARK PLACE BUILDING THIS AGREEMENT OF LEASE ("Lease") is made and entered into as of SEPTEMBER 15, 1993 by and between the PORT AUTHORITY OF THE CITY OF SAINT PAUL, a public body corporate and politic, created pursuant to...Lease Modification and Extension Agreement • January 30th, 1997 • Endocardial Solutions Inc
Loan and Security AgreementSecurity Agreement • November 14th, 2003 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus • California
THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between SILICON VALLEY BANK (“Silicon”), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and the borrower(s) named above (jointly and severally, the “Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule to this Agreement (the “Schedule”) shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)*
AGREEMENT AND PLAN OF MERGER AMONG ST. JUDE MEDICAL, INC. DRAGONFLY MERGER CORP., AND ENDOCARDIAL SOLUTIONS, INC. Dated as of September 23, 2004Agreement and Plan of Merger • September 28th, 2004 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of September 23, 2004 (this “Agreement”), is among St. Jude Medical, Inc., a Minnesota corporation (“Buyer”), Dragon Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Buyer (“Sub”), and Endocardial Solutions, Inc., a Delaware corporation (the “Company”) (Sub and the Company being hereinafter collectively referred to as the “Constituent Corporations”).
CHANGE IN CONTROL AGREEMENT This Agreement, made and entered into this 28th day of June, 1996, by and between Endocardial Solutions, Inc., a Minnesota corporation (the "Company"), with its principal offices at 1350 Energy Lane, Suite 110, St. Paul,...Change in Control Agreement • January 30th, 1997 • Endocardial Solutions Inc
WITNESSETH:Distribution / Supply Agreement • July 31st, 1998 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus • Minnesota
EXHIBIT 10.13 ENDOCARDIAL SOLUTIONS, INC. AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENTInvestors' Rights Agreement • January 30th, 1997 • Endocardial Solutions Inc • California
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • September 28th, 2004 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus
This Amendment No. 1 to Rights Agreement is entered into as of September 23, 2004, between Endocardial Solutions, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association (f/k/a Norwest Bank Minnesota, National Association), a national banking association (the “Rights Agent”).
LOAN MODIFICATION AGREEMENTLoan Modification Agreement • August 14th, 2002 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus
This Loan Modification Agreement is entered into as of April 19, 2002, by and between Endocardial Solutions, Inc. (the “Borrower”) and Silicon Valley Bank (“Bank”).
LOGO] [LETTERHEAD] March 31, 1997 Mr. Gerald P. Driessen CB Commercial Real Estate Group, Inc. 7760 France Avenue South Suite 770 Minneapolis, Minnesota 55435 Dear Mr. Driessen: This letter is to advise you that we intend to exercise our option to...Endocardial Solutions Inc • March 31st, 1998 • Surgical & medical instruments & apparatus
CUSTOMER NO. 1114 MASTER LEASE AGREEMENT Lessor: TRANSAMERICA BUSINESS CREDIT CORPORATION RIVERWAY 11 WEST OFFICE TOWER WEST HIGGINS ROSEMONT, ILLINOIS 60018 Lessee: ENDOCARDIAL SOLUTIONS, INC. 1350 ENERGY LANE SUITE 110 SAINT PAUL, MINNESOTA...Master Lease Agreement • August 13th, 1998 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus • Illinois
FOURTH AMENDMENT TO DISTRIBUTION/SUPPLY AGREEMENTDistribution/Supply Agreement • August 14th, 2001 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus
This FOURTH AMENDMENT is effective the 1st day of January, 2001 to the Distribution/Supply Agreement dated September 4, 1997 (the “Distribution Agreement”) by and between Endocardial Solutions, Inc. (“ESI”) and Medtronic, Inc. (“Medtronic”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AMONG ST. JUDE MEDICAL, INC. DRAGONFLY MERGER CORP., AND ENDOCARDIAL SOLUTIONS, INC. Dated as of September 29, 2004Agreement and Plan of Merger • September 30th, 2004 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of September 29, 2004 (this “Agreement”), is among St. Jude Medical, Inc., a Minnesota corporation (“Buyer”), Dragonfly Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Buyer (“Sub”), and Endocardial Solutions, Inc., a Delaware corporation (the “Company”) (Sub and the Company being hereinafter collectively referred to as the “Constituent Corporations”) to amend and restate in its entirety the Agreement and Plan of Merger dated September 23, 2004 among Buyer, Sub and the Company (the “Original Agreement”) to correct a scrivener’s error in Section 6.3(e). Upon the execution of this Agreement, the Original Agreement shall be deemed in full force and effect from the date thereof solely as amended and restated hereby. All references herein to “the date hereof”, “the date of this Agreement” or any words to that effect shall be deemed to refer to September 23, 2004.
PURCHASE AGREEMENTPurchase Agreement • March 18th, 1997 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus • Minnesota
Silicon Valley Bank Limited Waiver and Amendment to Loan DocumentsEndocardial Solutions Inc • September 28th, 2004 • Surgical & medical instruments & apparatus
THIS LIMITED WAIVER AND AMENDMENT TO LOAN DOCUMENTS is entered into between Silicon Valley Bank (“Silicon”) and the borrower named above (“Borrower”).
LEASE AGREEMENT Date: 8/13/01Lease Agreement • November 14th, 2001 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus
Place & Plaza LLC c/o Wellington Management, Inc. 1625 Energy Park Drive, Suite 100 St. Paul, MN 55108 Endocardial Solutions, Inc. 1350 Energy Lane, Suite 104 St. Paul, MN 55108 Federal ID # 41-1724963
ContractEndocardial Solutions Inc • March 15th, 2004 • Surgical & medical instruments & apparatus • Minnesota
THIS WARRANT, AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE REOFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO (1) REGISTRATION OR (2) AN OPINION OF COUNSEL FOR THE COMPANY OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.
