COMMERCIAL LEASECommercial Lease • March 13th, 2006 • Restore Medical, Inc. • Minnesota
This Commercial Lease, executed August 5, 2005, by and between ROSEVILLE PROPERTIES MANAGEMENT COMPANY, a Minnesota corporation, as agent for COMMERS-KLODT III, a Minnesota general partnership (“Landlord”) and RESTORE MEDICAL, INC., a Delaware corporation (“Tenant”).
SEPARATION AGREEMENTSeparation Agreement • March 13th, 2006 • Restore Medical, Inc. • Minnesota
This Separation Agreement and Mutual Release (“Agreement”) is made and entered into by and between Restore Medical Inc. (“RMI”), a Delaware corporation located at 2800 Patton Road, St. Paul, Minnesota 55113 and Susan L. Critzer (“Critzer”) who resides at 9 Spyglass, Dellwood, Minnesota 55110.
ASSIGNMENT AND GRANT-BACK OF LICENSEAssignment and Grant • March 13th, 2006 • Restore Medical, Inc.
This Agreement is effective November 28, 2001 by and between Pi Medical, Inc., 2800 Patton Road, St. Paul, MN 55113 (“Pi Medical”) and Venturi Development Inc., 2800 Patton Road, St. Paul, MN 55113 (“VDI”) (Pi Medical and VDI are collectively referred to as the “Parties”).
Amendment to Separation Agreement dated August 13, 2004 between Restore Medical Inc. and Susan L. CritzerSeparation Agreement • March 13th, 2006 • Restore Medical, Inc.
Pursuant to Paragraph 14 of the Separation Agreement between Restore Medical Inc. (“RMI”) and Susan L. Critzer (“Critzer”) dated August 13, 2004 (“Separation Agreement”), RMI and Critzer agree pursuant to this Amendment to Separation Agreement (“Amendment Agreement”) that Section 1 and Section 3(d) shall be amended as set forth below:
Restore Medical, Inc. Non-Qualified Stock Option Agreement Grant ID 0000000000XXXQualified Stock Option Agreement • March 13th, 2006 • Restore Medical, Inc.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto hereby agree as follows:
DISTRIBUTION AGREEMENTDistribution Agreement • March 13th, 2006 • Restore Medical, Inc. • Minnesota
THIS AGREEMENT is made as of 20 January 2005 (the “Effective Date”) by and between Restore Medical, Inc., a Minnesota corporation having its principal place of business at 2800 Patton Road, Roseville, Minnesota 55113 USA (“Restore”) and Sonomed Ltd., a company organized under the laws of Israel and having its principal place of business at 40/42 Hatizmoret Str., Rishon Le Zion, Zip 75562, Israel (“Distributor”).
RESTORE MEDICAL, INC. INVESTORS’ RIGHTS AGREEMENT January 28, 2004Investors’ Rights Agreement • March 13th, 2006 • Restore Medical, Inc. • Minnesota
THIS INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 28`h day of January, 2004, by and among Restore Medical, Inc., a Minnesota corporation (the “Company”), the investors and certain other shareholders of the Company listed on Schedule A hereto, each of which is herein referred to as an “Investor,” and the holders of the Company’s capital stock listed on Schedule B hereto, each of whom is herein referred to as a “Founder”
Restore Medical, Inc. INCENTIVE STOCK OPTION AGREEMENT Grant ID 0000000000XXXIncentive Stock Option Agreement • March 13th, 2006 • Restore Medical, Inc.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto hereby agree as follows:
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 13th, 2006 • Restore Medical, Inc.
This agreement, made and entered into this 19th day of December, 2002, by and between Pi Medical, Inc., a Minnesota corporation now renamed Restore Medical, Inc. (the “Company”), with its principal offices at 2800 Patton Road, Roseville, Minnesota 55113, and Edward W. Numainville (the “Employee”), residing at 13848 Holly St. N.W., Andover, MN 55304.
AMENDMENT NO. 01 TO THE LOAN AND SECURITY AGREEMENT DATED March 23, 2005 Dated March 3, 2006The Loan and Security Agreement • March 13th, 2006 • Restore Medical, Inc.
this Amendment No. 01 (“Amendment 01”) to that certain Loan and Security Agreement No. 4541 dated March 23, 2005 (the “Agreement”) is entered into as of March 3, 2006, by and between Lighthouse Capital Partners V, L.P. (“Lender”) and Restore Medical, Inc., (fka Restore Medical Inc.) a Delaware corporation (“Borrower”).
FIRST AMENDMENT TO INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 13th, 2006 • Restore Medical, Inc. • Minnesota
This First Amendment (this “Amendment”), dated as of this 17th day of March, 2005, amends that certain Investors’ Rights Agreement dated as of January 28, 2004 (the “Agreement”), by and among Restore Medical Inc., a Delaware corporation (f/k/a Restore Medical, Inc., a Minnesota corporation) (the “Company”), the investors and other stockholders of the Company listed on Schedule A thereto (the “Investors”) and the holders of the Company’s capital stock listed on Schedule B, thereto (the “Founders”).
EU Authorised Representative Contract for ServicesRestore Medical, Inc. • March 13th, 2006
This contract is between Restore Medical, Inc., 2800 Patton Road, Roseville, Minnesota 55113, USA (referred to in this contract as the Company) and Quality First International (referred to in this contract as QFI) of: Suites 317/318, Burford Business Centre, 11 Burford Road, Stratford, London, E15 2ST, United Kingdom.
Pi Medical, Inc. Research and Development AgreementResearch and Development Agreement • March 13th, 2006 • Restore Medical, Inc. • Minnesota
This Agreement is made effective the 11th day of August, 2000 by and between Pi Medical, Inc., (“Pi Medical”) a Minnesota corporation, whose principal place of business is 2800 Patton Road, St. Paul, MN 55113, and Advanced Composites Industries, Inc., 3620 Horizon Drive, King of Prussia, PA 19072 (“ACI”). In consideration of the mutual covenants and promises set forth herein, the parties hereby agree as follows:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 13th, 2006 • Restore Medical, Inc. • California
THIS LOAN AND SECURITY AGREEMENT No. 4541 (this “Agreement”) is entered into as of March 23, 2005, by and between LIGHTHOUSE CAPITAL PARTNERS V, L.P. (“Lender”) and RESTORE MEDICAL INC., a Delaware corporation (“Borrower”) and sets forth the terms and conditions upon which Lender will lend and Borrower will repay money. In consideration of the mutual covenants herein contained, the parties agree as follows:
EMPLOYMENT AND CHANGE IN CONTROL AGREEMENTEmployment and Change in Control Agreement • March 13th, 2006 • Restore Medical, Inc.
This Employment and Change in Control Agreement (“Agreement”) is made effective as of April 11, 2005, by and between Restore Medical Inc., a Minnesota corporation (the “Company”), and J. Robert Paulson, an individual resident of Minnesota (the “Employee”).
March 30, 2005Restore Medical, Inc. • March 13th, 2006
Reference is made to that certain Investors’ Rights Agreement dated as of January 28, 2004, as amended by that certain First Amendment to Investors’ Rights Agreement dated as of March 17, 2005 (as further amended, restated, modified or supplemented from time to time, the “Investors’ Rights Agreement ”) by and among Restore Medical Inc., a Delaware corporation (f/k/a Restore Medical, Inc., a Minnesota corporation) (the “Company”), the investors and other stockholders of the Company listed on Schedule A thereto (the “Investors”) and the holders of the Company’s capital stock listed on Schedule B thereto (the “Founders”). Unless otherwise defined herein, capitalized terms used herein have the respective meanings assigned to them in the Investors’ Rights Agreement.
