0000950123-11-030258 Sample Contracts

AGREEMENT AND PLAN OF MERGER among CRYOLIFE, INC., CL FALCON, INC. and CARDIOGENESIS CORPORATION Dated as of March 28, 2011

Merger Agreement • March 29th, 2011 • Cardiogenesis Corp /CA • Orthopedic, prosthetic & surgical appliances & supplies • Florida

• Contract Type
  Merger Agreement
• Filed
  March 29th, 2011
• Company
  Cardiogenesis Corp /CA
• Industry
  Orthopedic, prosthetic & surgical appliances & supplies
• Jurisdiction
  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”).

FOURTH AMENDMENT TO RIGHTS AGREEMENT

Rights Agreement • March 29th, 2011 • Cardiogenesis Corp /CA • Orthopedic, prosthetic & surgical appliances & supplies • California

• Contract Type
  Rights Agreement
• Filed
  March 29th, 2011
• Company
  Cardiogenesis Corp /CA
• Industry
  Orthopedic, prosthetic & surgical appliances & supplies
• Jurisdiction
  California

This FOURTH AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”) is entered into as of March 28, 2011 by and between Cardiogenesis Corporation, a California corporation formerly known as Eclipse Surgical Technologies, Inc. (the “Company”), and Computershare Trust Company, N.A., a national banking association formerly known as Equiserve Trust Company N.A.(the “Rights Agent”).