0001193125-11-115481 Sample Contracts

Your Name: CRYOLIFE RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • April 28th, 2011 • Cryolife Inc • Surgical & medical instruments & apparatus

CRYOLIFE, INC. (“CryoLife”) is pleased to grant you the restricted stock award described below (“Stock Award”). This grant is made subject to the further terms and conditions set forth in this Agreement and the terms of the CryoLife, Inc. 2009 Employee Stock Incentive Plan (the “Plan”).

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FIFTH AMENDMENT TO CREDIT AGREEMENT AND JOINDER
Credit Agreement • April 28th, 2011 • Cryolife Inc • Surgical & medical instruments & apparatus • New York

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT AND JOINDER (“Amendment”) is entered into as of March 2, 2011, by and among CryoLife, Inc., a Florida corporation (“CryoLife”), CryoLife Acquisition Corporation, a Florida corporation (“Acquisition Corp”), AuraZyme Pharmaceuticals, Inc., a Florida corporation (“AuraZyme”), CryoLife International, Inc., a Florida corporation (“International”) (CryoLife, Acquisition Corp, International and AuraZyme are sometimes referred to herein together as the “Borrowers” and individually as a “Borrower”), CryoLife, as Borrower Representative, CL Falcon, Inc., a Florida corporation (the “New Borrower”, and together with the Borrowers and the other Persons party hereto that are designated as credit parties, each a “Credit Party” and collectively, the “Credit Parties”), General Electric Capital Corporation, a Delaware corporation (the “Agent”), as administrative agent for the several financial institutions from time to time party to this Amendment (collectively,

CryoLife, Inc. Kennesaw, GA 30144
Non-Qualified Stock Option Agreement • April 28th, 2011 • Cryolife Inc • Surgical & medical instruments & apparatus • Georgia

This letter sets forth the agreement between you and CryoLife, Inc., a Florida corporation (the “Corporation”), regarding your option to acquire shares of the Corporation’s Common Stock.

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