Medicalcv Inc Sample Contracts

ARTICLE 1 EMPLOYMENT
Executive Employment Agreement • August 31st, 2001 • Medicalcv Inc • Minnesota
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ARTICLE I APPOINTMENT OF WARRANT AGENT; ISSUANCE, FORM AND EXECUTION OF WARRANT CERTIFICATES
Warrant Agreement • August 31st, 2001 • Medicalcv Inc • Minnesota
CONFIDENTIAL
Separation Agreement and Release • August 31st, 2001 • Medicalcv Inc • Minnesota
MedicalCV, Inc. [ ] Shares* Common Stock ($0.01 par value) Underwriting Agreement
Medicalcv Inc • June 6th, 2006 • Surgical & medical instruments & apparatus • New York

MedicalCV, Inc., a Minnesota corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [ ] shares of Common Stock, $0.01 par value (“Common Stock”) of the Company, (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [ ] additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 16th, 2006 • Medicalcv Inc • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 13, 2006, among MedicalCV, Inc., a Minnesota corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Contract
Medicalcv Inc • April 4th, 2005 • Orthopedic, prosthetic & surgical appliances & supplies

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • September 11th, 2007 • Medicalcv Inc • Surgical & medical instruments & apparatus • Minnesota

THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) effective September 17, 2007, by and between MedicalCV, Inc., a corporation duly organized and existing under the laws of the State of Minnesota, with a place of business at 9725 South Robert Trail, Inver Grove Heights, Minnesota 55077 (hereinafter referred to as the “Company”), and Michael A. Brodeur, a resident of the state of Minnesota (hereinafter referred to as “Executive”).

MEDICALCV, INC. NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO AMENDED AND RESTATED 2001 EQUITY INCENTIVE PLAN
Non-Qualified Stock Option Agreement • February 22nd, 2008 • Medicalcv Inc • Surgical & medical instruments & apparatus • Minnesota

THIS OPTION AGREEMENT is entered into by and between MedicalCV, Inc., a Minnesota corporation (the “Company”), and (the “Optionee”) pursuant to the Company’s Amended and Restated 2001 Equity Incentive Plan (the “Plan”). Unless otherwise defined herein, certain capitalized terms shall have the meaning set forth in the Plan.

EXHIBIT 10.14 CHANGE IN TERMS AGREEMENT
Change in Terms Agreement • August 31st, 2001 • Medicalcv Inc

PRINCIPAL AMOUNT: $2,500,000.00 DATE OF AGREEMENT: NOVEMBER 23, 2000 DESCRIPTION OF EXISTING INDEBTEDNESS. PROMISSORY NOTE #90510600 DATED NOVEMBER 23, 1999 IN THE ORIGINAL AMOUNT OF $2,500,000.00. DESCRIPTION OF COLLATERAL. LEUTHOLD CORE INVESTMENT FUND PLEDGED BY PAUL K. MILLER PER A COMMERCIAL PLEDGE AND SECURITY AGREEMENT DATED NOVEMBER 23, 1999. REAL PROPERTY LOCATED AT 9605 WEST JEFFERSON TRAIL, INVER GROVE HEIGHTS, MINNESOTA, PER A MORTGAGE, SECURITY AGREEMENT, FIXTURE STATEMENT, AND ASSIGNMENT OF LEASES AND RENTS DATED NOVEMBER 23, 1999. ALL CORPORATE ASSETS, EXCLUDING ACCOUNTS RECEIVABLE, PER A COMMERCIAL SECURITY AGREEMENT DATED NOVEMBER 23, 1999. ALL FIXTURES PER A COMMERCIAL SECURITY AGREEMENT DATED NOVEMBER 23, 1999. DESCRIPTION OF CHANGE IN TERMS. WORKING CAPITAL LINE OF CREDIT. PROMISE TO PAY, MEDICAL CV, INC. FKA CV DYNAMICS, INC. ("BORROWER") PROMISES TO PAY TO ASSOCIATED BANK MINNESOTA ("LENDER"), OR ORDER, IN LAWFUL MONEY OF THE UNITED STATES OF AMERICA, THE PRINCIPA

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 16th, 2006 • Medicalcv Inc • Surgical & medical instruments & apparatus

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Purchasers (the “Purchase Agreement”).

MedicalCV, INC. (As Approved by Shareholders December 13, 1997) NON-QUALIFIED STOCK OPTION AGREEMENT
Stock Option Plan • March 17th, 2005 • Medicalcv Inc • Orthopedic, prosthetic & surgical appliances & supplies

WHEREAS, the Company has established and maintains the MedicalCV, Inc. 1997 Stock Option Plan (the “Plan”), which is incorporated into and forms a part of this Agreement.

AMENDMENT TO WARRANTS
Medicalcv Inc • July 14th, 2003 • Orthopedic, prosthetic & surgical appliances & supplies

THIS AMENDMENT to WARRANTS is made as of July 1, 2003, by and between MEDICAL CV, INC., a Minnesota corporation (the “Company”) and PKM PROPERTIES, LLC, a Minnesota limited liability company (the “Lender”).

MEDICALCV, INC. NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO 2001 EQUITY INCENTIVE PLAN
Option Agreement • July 20th, 2006 • Medicalcv Inc • Surgical & medical instruments & apparatus • Minnesota

THIS OPTION AGREEMENT is entered into by and between MedicalCV, Inc., a Minnesota corporation (the “Company”), and (the “Optionee”) pursuant to the Company’s 2001 Equity Incentive Plan, as amended to date (the “Plan”). Unless otherwise defined herein, certain capitalized terms shall have the meaning set forth in the Plan.

AMENDED AND RESTATED BYLAWS OF MEDICALCV, INC.
And Shareholder Control Agreement • December 10th, 2007 • Medicalcv Inc • Surgical & medical instruments & apparatus • Minnesota
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 4th, 2005 • Medicalcv Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 31, 2005, by and among MedicalCV, Inc., a Minnesota corporation (the “Company”), and the investors signatory hereto (each a “Investor” and collectively, the “Investors”).

MEDICALCV, INC. DIRECTOR STOCK OPTION AGREEMENT PURSUANT TO 2005 DIRECTOR STOCK OPTION PLAN
Director Stock Option Agreement • September 23rd, 2005 • Medicalcv Inc • Surgical & medical instruments & apparatus • Minnesota

OPTION AGREEMENT dated as of , by and between MedicalCV, Inc., a Minnesota corporation (the “Company”), and , an individual eligible to receive options under the Plan (“Optionee”). Unless otherwise defined herein, capitalized terms shall have the meaning set forth in the Company’s 2005 Director Stock Option Plan.

OCTOBER 2004 CREDIT AGREEMENT
October 2004 Credit Agreement • November 23rd, 2004 • Medicalcv Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota

THIS CREDIT AGREEMENT, dated as of October 29, 2004, is by and between MEDICALCV, INC., a Minnesota corporation (the “Borrower”), and PKM PROPERTIES, LLC, a Minnesota limited liability company (the “Lender”).

TECHNICAL ASSISTANCE AGREEMENT
Technical Assistance Agreement • July 29th, 2004 • Medicalcv Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota

THIS TECHNICAL ASSISTANCE AGREEMENT (this “Agreement”) is made and entered into as of this 7th day August of 2002 (the “Effective Date) by and between MedicalCV, Inc. (“MedicalCV”), a Minnesota corporation with a business address at 9725 South Robert Trail, Inver Grove Heights, Minnesota 55077, agreeing to have William F. Northup III, M.D., and individual residing at 4702 Lakeview Drive, Edina, Minnesota 55424 (together with his personal representatives, heirs and assigns, “Dr. Northrup”), serve as an independent contractor for MedicalCV, with reference to the following:

AMENDMENT TO WARRANT AGREEMENT
Warrant Agreement • June 15th, 2007 • Medicalcv Inc • Surgical & medical instruments & apparatus

This Amendment to the Warrant Agreement (this “Amendment”) made and entered into on June 15, 2007, amends that certain Common Stock Purchase Warrant (the “Warrant”) issued to Whitebox Ready Ltd. on April 20, 2007, by MedicalCV, Inc. (the “Company”). Unless modified herein, all other terms and provisions of the Warrant shall remain in full force and effect and unmodified hereby. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Warrant.

MINNETRONIX® Thinking Medical Systems MINNETRONIX, INC.-MEDICALCV, INC. PRODUCTION SERVICES AGREEMENT
Production Services Agreement • March 15th, 2007 • Medicalcv Inc • Surgical & medical instruments & apparatus • Minnesota

This production services agreement (this “Agreement”) is dated as of December 6, 2006 (“Effective Date”), and is between MEDICALCV, INC. (“Buyer”), and MINNETRONIX, INC., a Minnesota corporation (“Seller”).

FORM OF DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • April 4th, 2005 • Medicalcv Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota

DEBT CONVERSION AGREEMENT, dated effective the 29th day of March, 2005, by and between MedicalCV, Inc., a Minnesota corporation (the “Company”), and (the “Lender”).

MEDICALCV, INC. SECURED NOTE PURCHASE AGREEMENT June 15, 2007
Secured Note Purchase Agreement • June 15th, 2007 • Medicalcv Inc • Surgical & medical instruments & apparatus • Minnesota

THIS SECURED NOTE PURCHASE AGREEMENT (the “Agreement”) is entered into effective as of the 15th day of June, 2007 (the “Effective Date”), by and among MedicalCV, Inc., a Minnesota corporation (the “Company”) and the holders listed under “Second Closing” on Schedule 1.0 hereto (each a “Holder” and collectively the “Holders”), as part of the second closing of the 2007 Secured Notes.

SUBORDINATED MORTGAGE, SECURITY AGREEMENT AND FIXTURE FINANCING STATEMENT
Medicalcv Inc • April 4th, 2003 • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota

THIS SECOND MORTGAGE is made as of the 17th day of January, 2003, by MedicalCV, Inc., a Minnesota corporation (“Mortgagor”) for the benefit of PKM Properties, LLC, a Minnesota limited liability company (“Mortgagee”).

July 1, 2003
Medicalcv Inc • July 14th, 2003 • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
TECHNOLOGY PURCHASE AGREEMENT
Technology Purchase Agreement • July 29th, 2004 • Medicalcv Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota

THIS AGREEMENT, dated as of August 27, 2003, by and among MedicalCV, Inc., a Minnesota corporation (“MedicalCV”) and LightWave Ablation Systems, Inc., a North Carolina corporation (“LightWave”), Gregory Brucker (Brucker), and Robert Svenson M.D. (“Svenson”).

MEDICALCV, INC. SECURED NOTE PURCHASE AGREEMENT April 20, 2007
Secured Note Purchase Agreement • April 20th, 2007 • Medicalcv Inc • Surgical & medical instruments & apparatus • Minnesota

THIS SECURED NOTE PURCHASE AGREEMENT (the “Agreement”) is entered into effective as of the 20th day of April, 2007 (the “Effective Date”), by and among MedicalCV, Inc., a Minnesota corporation (the “Company”), and the holders listed on Schedule 1.0 hereto (each a “Holder” and collectively the “Holders”).

PREFERRED STOCK ACQUISITION AGREEMENT
Preferred Stock Acquisition Agreement • December 22nd, 2005 • Medicalcv Inc • Surgical & medical instruments & apparatus • New York

PREFERRED STOCK ACQUISITION AGREEMENT made and entered into this day of December, 2005, by and between MedicalCV, Inc., a Minnesota corporation (the “Company”) and the undersigned Holder (“Holder”) of the Company’s 5% Series A Convertible Preferred Stock (the “Preferred Stock”).

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