SUBSCRIPTION AGREEMENTSubscription Agreement • January 18th, 2012 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of January 17 2012, by and between Cambridge Heart, Inc., a Delaware corporation (the “Company”), and the subscribers identified on Schedule 1 hereto (the “Subscribers”).
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • January 18th, 2012 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus • Delaware
This Convertible Note Purchase Agreement (this “Agreement”) is dated as of November 14, 2011, by and among Cambridge Heart, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit A hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • January 18th, 2012 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus • New York
This SECURITY AGREEMENT, dated as of January 17, 2012 (this “Agreement”), is among Cambridge Heart, Inc., a Delaware corporation (the “Company”), the Subsidiaries of the Company who may be joined to this Agreement upon completion of Annex A hereto (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and Collateral Agents LLC, in its capacity as the collateral agent (in such capacity, the “Collateral Agent”) for: (a) the holders of the Company’s 8% Secured Convertible Notes due July 17, 2013 which were issued on January 17, 2012 (collectively, the “Initial Notes”); (b) the holders of the Company’s 8% Secured Convertible Notes due July 17, 2013 which are to be issued in one or more Additional Offerings on or before February 28, 2012 (the “2012 Notes”); and (c) the holders of the Company’s 8% Secured Convertible Notes which are to be issued upon the exercise of the Additional Investment Rights (the “Additional Notes”, and together with the Initial Notes and t
ContractCambridge Heart Inc • January 18th, 2012 • Electromedical & electrotherapeutic apparatus • Delaware
THIS NOTE, AND THE SECURITIES ISSUABLE PURSUANT TO A CONVERSION OF THIS NOTE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THIS NOTE, AND THE SECURITIES ISSUABLE PURSUANT TO A CONVERSION OF THIS NOTE, HAVE BEEN ACQUIRED WITHOUT A VIEW TO DISTRIBUTION AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THIS NOTE, OR FOR THE SECURITIES ISSUABLE PURSUANT TO A CONVERSION OF THIS NOTE, AS THE CASE MAY BE, UNDER THE ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL FOR THE HOLDER (CONCURRED IN BY LEGAL COUNSEL FOR THE CORPORATION) THAT SUCH REGISTRATION IS NOT REQUIRED AS TO SUCH SALE OR OFFER
ESCROW AGREEMENTEscrow Agreement • January 18th, 2012 • Cambridge Heart Inc • Electromedical & electrotherapeutic apparatus • New York
This Agreement is dated as of the 17th day of January, 2012 among Cambridge Heart, Inc., a Delaware corporation (the “Company”), the subscribers listed on Schedule 1 hereto (“Subscribers”), and Grushko & Mittman, P.C. (the “Escrow Agent”):
