Salient Surgical Technologies, Inc. Sample Contracts

Salient Surgical Technologies, Inc. – INDEMNIFICATION AGREEMENT (June 13th, 2008)

This Agreement, made and entered into this          day of                     , 2008 (“Agreement”), by and between Salient Surgical Technologies, Inc., a Delaware corporation (the “Company”), and                                          (“Indemnitee”):

Salient Surgical Technologies, Inc. – SALIENT SURGICAL TECHNOLOGIES, INC. AMENDED AND RESTATED 1999 EMPLOYEE INCENTIVE PLAN (June 13th, 2008)
Salient Surgical Technologies, Inc. – SALIENT SURGICAL TECHNOLOGIES, INC. Omnibus Amendment to Warrants to Purchase Shares of Series D Convertible Preferred Stock of Salient Surgical Technologies, Inc. (formerly known as TissueLink Medical, Inc.) Dated: June 11, 2008 (June 13th, 2008)

Reference is made hereby to the License Agreement between Salient Surgical Technologies, Inc. (the “Company”) (formerly known as TissueLink Medical, Inc.) and Medtronic, Inc. (“Medtronic”), dated August 9, 1999 (as amended by Amendment No. 1 dated June 18, 2002, Amendment No. 2 dated March 1, 2004, Amendment No. 3 dated July 18, 2006 and Amendment No. 4 dated April 1, 2007, the “License”) and each warrant issued to Medtronic by the Company pursuant to Section 3.4 of the License (collectively, the “Warrants”). All capitalized terms used herein and not separately defined shall have the meaning ascribed to them in the Warrants.

Salient Surgical Technologies, Inc. – AMENDED AND RESTATED BY-LAWS OF SALIENT SURGICAL TECHNOLOGIES, INC. (June 13th, 2008)
Salient Surgical Technologies, Inc. – FIRST AMENDMENT TO LEASE (June 13th, 2008)

This First Amendment (the “First Amendment”) to Lease is dated, made and effective as of May 15, 2008, by and among 200 INTERNATIONAL LIMITED PARTNERSHIP, a Delaware limited partnership, having an address at One New Hampshire Avenue, Suite 101, Portsmouth, New Hampshire 03801 (“Sublessor”) and SALIENT SURGICAL TECHNOLOGIES, INC., f/k/a TISSUELINK MEDICAL, INC., a Delaware corporation, having an address at One Washington Center, Suite 400, Dover, New Hampshire 03820 (“Sublessee”).

Salient Surgical Technologies, Inc. – The following terms shall have the following meanings when used in the attached Lease and this Reference Data section is hereby incorporated into and made a part of this Lease: SUBLESSOR: 200 INTERNATIONAL LIMITED PARTNERSHIP, a Delaware limited partnership, or an assignee of 200 International Limited Partnership that is an affiliate of or other entity controlled by 200 International Limited Partnership, Two International Group LLC and/or Cy Gregg and Daniel Plummer, or an entity in which Cy Gregg and Daniel Plummer are the general partners; provided that Sublessor shall provide written notice (June 13th, 2008)

This LEASE (hereinafter “Lease”), is entered into by and between 200 INTERNATIONAL LIMITED PARTNERSHIP, a Delaware limited partnership, having an address of One New Hampshire Avenue, Suite 101, Portsmouth, New Hampshire 03801 hereinafter “Sublessor”), and TISSUELINK MEDICAL, INC., a Delaware corporation, having an address as set forth in the reference data to this Lease (hereinafter “Sublessee”).

Salient Surgical Technologies, Inc. – June 10, 2008 (June 13th, 2008)
Salient Surgical Technologies, Inc. – SALIENT SURGICAL TECHNOLOGIES, INC. 2003 DIRECTORS AND ADVISORS STOCK OPTION AND RESTRICTED STOCK PLAN (June 13th, 2008)
Salient Surgical Technologies, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SALIENT SURGICAL TECHNOLOGIES, INC. a Delaware Corporation (June 13th, 2008)

Salient Surgical Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby submit this Amended and Restated Certificate of Incorporation, duly adopted pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, for the purpose of amending and restating the Amended and Restated Certificate of Incorporation of the Corporation which was filed with the Secretary of State of the State of Delaware on                      (the “Previous Charter”). This Amended and Restated Certificate of Incorporation shall be effective on             , 2008. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of Delaware on August 5, 1999, under the name Virtuel Medical Devices, Inc., and was amended on March 10, 2000, to change the name of this corporation to TissueLink Medical, Inc. and on March 11, 2008 to change the name of this corporation to Salient Surgical Te

Salient Surgical Technologies, Inc. – AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (June 13th, 2008)
Salient Surgical Technologies, Inc. – LICENSE AGREEMENT (June 13th, 2008)

This License Agreement is made this 9th day of August, 1999 (the “Effective Date”), by and among Virtuel Medical Devices, Inc. (“Licensee”), a Delaware corporation, and Medtronic, Inc. (“Medtronic”), a Minnesota corporation.

Salient Surgical Technologies, Inc. – SALIENT SURGICAL TECHNOLOGIES, INC. Amendment to Secured Subordinated Convertible Promissory Note and Warrant Purchase Agreement Dated: June 11, 2008 (June 13th, 2008)

Reference is made hereby to the Secured Subordinated Convertible Promissory Note and Warrant Purchase Agreement dated as of September 1, 2006 (the “Note Purchase Agreement”) by and among Salient Surgical Technologies, Inc., a Delaware corporation (the “Company”) (formerly known as TissueLink Medical, Inc.), and the Investors. All capitalized terms used herein and not separately defined shall have the meaning ascribed to them in the Note Purchase Agreement.

Salient Surgical Technologies, Inc. – SALIENT SURGICAL TECHNOLOGIES, INC. 2008 INCENTIVE PLAN (June 13th, 2008)
Salient Surgical Technologies, Inc. – April 30, 2008 (May 19th, 2008)
Salient Surgical Technologies, Inc. – SERVICES AGREEMENT (May 19th, 2008)

This Services Agreement (the “Agreement”) is entered into as of this 29th day of April, 2008 (the “Effective Date”), by and between Salient Surgical Technologies, Inc., a Delaware corporation, having its principal place of business at One Washington Center, Suite 400, Dover, NH 03820 (fax: 603-742-1488) (“Customer”), and Aubrey Group, Inc., a California corporation, having its principal place of business at 6 Cromwell, Suite 100, Irvine, CA 92618 (fax: 949-581-0177) (“Aubrey Group”).

Salient Surgical Technologies, Inc. – The following terms shall have the following meanings when used in the attached Lease and this Reference Data section is hereby incorporated into and made a part of this Lease: SUBLESSOR: 200 INTERNATIONAL LIMITED PARTNERSHIP, a Delaware limited partnership, or an assignee of 200 International Limited Partnership that is an affiliate of or other entity controlled by 200 International Limited Partnership, Two International Group LLC and/or Cy Gregg and Daniel Plummer, or an entity in which Cy Gregg and Daniel Plummer are the general partners; provided that Sublessor shall provide written notice (May 19th, 2008)

This LEASE (hereinafter “Lease”), is entered into by and between 200 INTERNATIONAL LIMITED PARTNERSHIP, a Delaware limited partnership, having an address of One New Hampshire Avenue, Suite 101, Portsmouth, New Hampshire 03801 hereinafter “Sublessor”), and TISSUELINK MEDICAL, INC., a Delaware corporation, having an address as set forth in the reference data to this Lease (hereinafter “Sublessee”).

Salient Surgical Technologies, Inc. – WARRANT TO PURCHASE 166,667 SHARES OF SERIES E CONVERTIBLE PREFERRED STOCK (May 19th, 2008)

THIS CERTIFIES THAT, for value received, Oxford Finance Corporation (“Holder”) is entitled to subscribe for and purchase One Hundred Sixty-Six Thousand Six Hundred and Sixty-Seven (166,667) shares of fully paid and nonassessable Series E Convertible Preferred Stock of Salient Surgical Technologies, Inc., a Delaware corporation (the “Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Preferred Stock” shall mean Company’s presently authorized Series E Convertible Preferred Stock, $0.01 par value per share, and any stock into which such Preferred Stock may hereafter be converted or exchanged and the term “Warrant Shares” shall mean the shares of Preferred Stock which Holder may acquire pursuant to this Warrant and any other shares of stock into which such shares of Preferred Stock may hereafter be converted or exchanged; provided, however, in the event all outstanding Prefer

Salient Surgical Technologies, Inc. – AMENDED AND RESTATED PLEDGE AGREEMENT (May 19th, 2008)

This AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of April 30, 2008 (together with all amendments, if any, from time to time hereto, this “Pledge Agreement”) by and among Salient Surgical Technologies, Inc. (“Borrower”), Salient, Inc. (“Holdings”) (Borrower and Holdings are collectively the “Pledgors” and each a “Pledgor”) and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GECC”), in its capacity as Agent for the Lenders (together with any successors, endorsees and assigns, “Agent”).

Salient Surgical Technologies, Inc. – AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (May 19th, 2008)
Salient Surgical Technologies, Inc. – TISSUELINK MEDICAL, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (May 19th, 2008)

This Amended and Restated Investors’ Rights Agreement is made as of February 12, 2007, by and among TissueLink Medical, Inc., a Delaware corporation (the “Company”), the investors listed on Schedule A hereto (each a “Purchaser” and collectively the “Purchasers”), Medtronic, Inc. (“Medtronic” and, together with the Purchasers, the “Investors”), and the other stockholders of the Company listed from time to time on Schedule B hereto (the “Management Stockholders” and, together with the Investors, the “Stockholders”) and amends and restates in its entirety the Amended and Restated Investors’ Rights Agreement dated as of January 31, 2003 (the “2003 Investors’ Rights Agreement”) entered into in connection with the issuance of shares of Series D Convertible Preferred Stock of the Company (“Series D Preferred”) to certain of the Investors, as supplemented by the Instrument of Joinder to Amended and Restated Investors’ Rights Agreement of TissueLink Medical, Inc., dated May 24, 2005, whereby Ho

Salient Surgical Technologies, Inc. – LICENSE AGREEMENT (May 19th, 2008)

This License Agreement is made this 9th day of August, 1999 (the “Effective Date”), by and among Virtuel Medical Devices, Inc. (“Licensee”), a Delaware corporation, and Medtronic, Inc. (“Medtronic”), a Minnesota corporation.

Salient Surgical Technologies, Inc. – TERM LOAN PROMISSORY NOTE (May 19th, 2008)

This Promissory Note is issued pursuant to that certain Amended and Restated Loan and Security Agreement, dated as of April 30, 2008, among Borrower, the guarantors from time to time party thereto, General Electric Capital Corporation, as agent, the other lenders signatory thereto, and Lender (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), is one of the Term Notes referred to therein, and is entitled to the benefit and security of the Debt Documents referred to therein, to which Agreement reference is hereby made for a statement of all of the terms and conditions under which the loans evidenced hereby were made.

Salient Surgical Technologies, Inc. – WARRANT TO PURCHASE 42,425 SHARES OF SERIES E CONVERTIBLE PREFERRED STOCK (May 19th, 2008)

THIS CERTIFIES THAT, for value received, GE Capital Equity Investments, Inc. (“Holder”) is entitled to subscribe for and purchase Forty-Two Thousand Four Hundred and Twenty-Five (42,425) shares of fully paid and nonassessable Series E Convertible Preferred Stock of Salient Surgical Technologies, Inc., a Delaware corporation (the “Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Preferred Stock” shall mean Company’s presently authorized Series E Convertible Preferred Stock, $0.01 par value per share, and any stock into which such Preferred Stock may hereafter be converted or exchanged and the term “Warrant Shares” shall mean the shares of Preferred Stock which Holder may acquire pursuant to this Warrant and any other shares of stock into which such shares of Preferred Stock may hereafter be converted or exchanged; provided, however, in the event all outstanding Preferred

Salient Surgical Technologies, Inc. – AMENDED AND RESTATED TERM LOAN PROMISSORY NOTE (May 19th, 2008)

This Amended and Restated Promissory Note is issued pursuant to that certain Amended and Restated Loan and Security Agreement, dated as of April 30, 2008 among Borrower, the guarantors from time to time party thereto, General Electric Capital Corporation, as agent, and Lender and the other lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), is one of the Term Notes referred to therein, and is entitled to the benefit and security of the Debt Documents referred to therein, to which Agreement reference is hereby made for a statement of all of the terms and conditions under which the loans evidenced hereby were made.

Salient Surgical Technologies, Inc. – AMENDED AND RESTATED GUARANTY (May 19th, 2008)

This AMENDED AND RESTATED GUARANTY (this “Guaranty”), dated as of April 30, 2008 by and among the Guarantor identified as such on the signature page hereof (“Guarantor”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GECC”), individually and as agent (in such capacity and together with any successors, endorsees and assigns, “Agent”) for itself and the lenders from time to time signatory to the Loan Agreement hereinafter defined (“Lenders”).

Salient Surgical Technologies, Inc. – AMENDED AND RESTATED REVOLVING LOAN PROMISSORY NOTE (May 19th, 2008)

This Amended and Restated Promissory Note is issued pursuant to that certain Amended and Restated Loan and Security Agreement, dated as of April 30, 2008 among Borrower, the guarantors from time to time party thereto, General Electric Capital Corporation, as agent, and lender and the other lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), is one of the Revolving Notes referred to therein, and is entitled to the benefit and security of the Debt Documents referred to therein, to which Agreement reference is hereby made for a statement of all of the terms and conditions under which the loans evidenced hereby were made.

Salient Surgical Technologies, Inc. – REVOLVING LOAN PROMISSORY NOTE (May 19th, 2008)

This Promissory Note is issued pursuant to that certain Amended and Restated Loan and Security Agreement, dated as of April 30, 2008, among Borrower, the guarantors from time to time party thereto, General Electric Capital Corporation, as agent, the other lenders signatory thereto, and Lender (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), is one of the Revolving Notes referred to therein, and is entitled to the benefit and security of the Debt Documents referred to therein, to which Agreement reference is hereby made for a statement of all of the terms and conditions under which the loans evidenced hereby were made.

Salient Surgical Technologies, Inc. – Entity Date Number of Series D Convertible Preferred Shares Issued Exercise Price Horizon Technology Funding Company II LLC 05/24/2005 395,883 $ 1.263 Horizon Technology Funding Company III LLC 05/24/2005 395,883 $ 1.263 (April 25th, 2008)

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.

Salient Surgical Technologies, Inc. – Date Number of Series D Convertible Preferred Shares Issued Exercise Price (April 25th, 2008)

THIS WARRANT, AND THE SHARES OF SERIES D PREFERRED STOCK ISSUABLE UPON EXERCISE HEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE “SECURITIES ACT”) OR ANY APPLICABLE FOREIGN OR STATE SECURITIES LAWS. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER SUCH ACT OR LAWS UNLESS OFFERRED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT OR LAWS.

Salient Surgical Technologies, Inc. – LICENSE AGREEMENT (April 25th, 2008)

This License Agreement is made this 9th day of August, 1999 (the “Effective Date”), by and among Virtuel Medical Devices, Inc. (“Licensee”), a Delaware corporation, and Medtronic, Inc. (“Medtronic”), a Minnesota corporation.

Salient Surgical Technologies, Inc. – WARRANT TO PURCHASE 154,545 SHARES OF SERIES E CONVERTIBLE PREFERRED STOCK (April 25th, 2008)

THIS CERTIFIES THAT, for value received, GE Capital Equity Investments, Inc. (“Holder”) is entitled to subscribe for and purchase One Hundred Fifty-Four Thousand Five Hundred and Forty-Five (154,545) shares of fully paid and nonassessable Series E Convertible Preferred Stock of Salient Surgical Technologies, Inc., a Delaware corporation (the “Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Preferred Stock” shall mean Company’s presently authorized Series E Convertible Preferred Stock, $0.01 par value per share, and any stock into which such Preferred Stock may hereafter be converted or exchanged and the term “Warrant Shares” shall mean the shares of Preferred Stock which Holder may acquire pursuant to this Warrant and any other shares of stock into which such shares of Preferred Stock may hereafter be converted or exchanged; provided, however, in the event all outstand

Salient Surgical Technologies, Inc. – VIRTUEL MEDICAL DEVICES, INC. Warrant to Purchase Common Stock VALID NO LATER THAN 5:00 P.M., CENTRAL TIME August 9, 2009 (April 25th, 2008)

THIS CERTIFIES that, for value received Medtronic, Inc. or its registered assigns (the “Holder”), is entitled, subject to the terms and conditions of this warrant (the “Warrant”) set forth below, to subscribe for and purchase the Warrant Shares (as defined below) from Virtuel Medical Devices, Inc., a Delaware corporation (the “Corporation”), at the Warrant Price (as defined below), at any time and from time to time after the Initial Issuance (as defined below) and before the Expiration Date (as defined below).

Salient Surgical Technologies, Inc. – PLEDGE AGREEMENT (April 25th, 2008)

This PLEDGE AGREEMENT, dated as of March 31, 2008 (together with all amendments, if any, from time to time hereto, this “Pledge Agreement”) by and among Salient Surgical Technologies, Inc. (“Borrower”), Salient, Inc. (“Holdings”) (Borrower and Holdings are collectively the “Pledgors” and each a “Pledgor”) and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, in its capacity as Agent for the Lenders (together with any successors, endorsees and assigns, “Agent”).

Salient Surgical Technologies, Inc. – GUARANTY (April 25th, 2008)

This GUARANTY (this “Guaranty”), dated as of March 31, 2008 by and among the Guarantor identified as such on the signature page hereof (“Guarantor”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, individually and as agent (in such capacity and together with any successors, endorsees and assigns, “Agent”) for itself and the lenders from time to time signatory to the Loan Agreement hereinafter defined (“Lenders”).

Salient Surgical Technologies, Inc. – LOAN AND SECURITY AGREEMENT (April 25th, 2008)

THIS LOAN AND SECURITY AGREEMENT, dated as of March 31, 2008 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is among GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), in its capacity as agent for Lenders (as defined below) (together with its successors and assigns in such capacity, “Agent”), the financial institutions who are or hereafter become parties to this Agreement as lenders (together with GECC, collectively the “Lenders”, and each individually, a “Lender”), Salient Surgical Technologies, Inc., a Delaware corporation (“Borrower”), and the other entities or persons, if any, who are or hereafter become parties to this Agreement as guarantors (each a “Guarantor” and collectively, the “Guarantors”, and together with Borrower, each a “Loan Party” and collectively, “Loan Parties”).