ContractWarrant Agreement • July 5th, 2007 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE UNDERLYING SECURITIES MAY NOT BE TRANSFERRED UNLESS (I) THIS WARRANT AND THE UNDERLYING SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, (II) THIS WARRANT AND THE UNDERLYING SECURITIES MAY BE SOLD PURSUANT TO RULE 144(K) OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 5th, 2007 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 28th day of June, 2007 by and among ATS Medical, Inc., a Minnesota corporation (the “Company”), and the “Investors” named in that certain Common Stock and Warrant Purchase Agreement, dated as of June 19, 2007 (the “Purchase Agreement”), by and among the Company and the Investors.
MANUFACTURING AGREEMENTManufacturing Agreement • July 5th, 2007 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS MANUFACTURING AGREEMENT, dated June 28, 2007 (this “Agreement”), is by and between CryoCath Technologies Inc., a company incorporated under Part 1A of the Companies Act (Quebec) (“Seller”), and ATS Acquisition Corp., a Minnesota corporation (“Purchaser”).
LICENSE AGREEMENTLicense Agreement • July 5th, 2007 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS LICENSE AGREEMENT (this “Agreement”) dated this 28th day of June, 2007 (the “Effective Date”) is by and between ATS Acquisition Corp., a Minnesota corporation, having a place of business at 3905 Annapolis Lane, #105, Minneapolis, MN 55447 (“Licensee”) and CryoCath Technologies Inc., a company incorporated under Part 1A of the Companies Act (Quebec), having a place of business at 16771 Chemin Ste-Marie, Montreal, Quebec H9H 5H3 (“Licensor”).
TERMINATION AGREEMENTTermination Agreement • July 5th, 2007 • Ats Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS TERMINATION AGREEMENT is dated June 28, 2007 (this “Termination Agreement”), and is by and between CryoCath Technologies Inc., a company incorporated under Part 1A of the Companies Act (Quebec) (“Seller”), and ATS Medical, Inc., a Minnesota corporation (“Purchaser”).
