SUNSHINE HEART, INC. INDEMNITY AGREEMENTIndemnity Agreement • September 30th, 2011 • Sunshine Heart, Inc. • Minnesota
THIS INDEMNITY AGREEMENT (this “Agreement”) is made and entered into this 18th day of August, 2011 (the “Effective Date”) by and between SUNSHINE HEART, INC., a Delaware corporation (the “Corporation”), and , whose address is (“Agent”).
SUNSHINE HEART, INC. WARRANT TO PURCHASE COMMON STOCKSunshine Heart, Inc. • September 30th, 2011 • New York
This Warrant (this “Warrant”) is one of a series of similar warrants issued pursuant to that certain Securities Purchase Agreement, dated September 15, 2010, by and among the Company and the Purchasers identified therein (the “Purchase Agreement”). All such warrants are referred to herein, collectively, as the “Warrants.” Notwithstanding the foregoing, on or before September 30, 2011, the Company agrees to (the “Registration Requirements”): (1) file with the Securities and Exchange Commission (the “SEC”) a Form 10-12G registering the shares of the Company’ Common Stock with the SEC and (2) file an application to list on a U.S. Stock exchange the Common Stock issued pursuant to the Purchase Agreement. In the event the Company does not satisfy the Registration Requirements, the number of Warrant Shares subject to this Warrant shall automatically increase by a number of Warrant Shares equal to ten percent (10%) of the number of Common Shares purchased by the original Holder of this Warran
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • September 30th, 2011 • Sunshine Heart, Inc. • Minnesota
This Change in Control Agreement (this “Agreement”) is entered into as of , 2011 (the “Effective Date”), by and between Sunshine Heart, Inc., a Delaware corporation (the “Company”), and , a resident of *[Minnesota/Auckland, New Zealand] (“Executive”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 30th, 2011 • Sunshine Heart, Inc. • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 21, 2011, is made by and among SUNSHINE HEART, INC., a Delaware corporation, with its principal offices at 7651 Anagram Drive, Eden Prairie, Minnesota 55344 (the “Company”), and the investors (individually, a “Purchaser” and collectively, the “Purchasers”) listed on the Schedule of Purchasers attached hereto as EXHIBIT A (the “Schedule of Purchasers”).
Dr William Peters Director WSP Trading Limited Remuera Auckland 1005 New Zealand Dear William:Sunshine Heart, Inc. • September 30th, 2011
On behalf of Sunshine Heart Company Pty Limited (the “Company”), I am pleased to offer WSP Trading Limited (“WSP”) the following contract for the provision of technical and medical advisory services. The terms of this contract will only become effective on the closing of the Company’s public offering on the Australian Stock Exchange (the “ASX Financing”).
SUNSHINE HEART, INC. FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 30th, 2011 • Sunshine Heart, Inc.
THIS FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of August 29, 2011, by and among SUNSHINE HEART, INC., a Delaware corporation (the “Company”), and each of those persons and entities, severally and not jointly, whose names are set forth on the Schedule of Purchasers attached hereto as EXHIBIT A (collectively, the “Purchasers” and each, without distinction, a “Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 30th, 2011 • Sunshine Heart, Inc. • Minnesota
THIS EMPLOYMENT AGREEMENT, including any Schedules hereto (the “Agreement”) is made and entered as of this first day of November, 2009, by and between Sunshine Heart, Inc., a Delaware corporation (together with its subsidiary, the “Company”), and Mr. David A. Rosa (the “Executive”).
