Cardiac Science CORP Sample Contracts

EXHIBIT 4.1 SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement"), is entered into as of February 28, 2005, by and among Cardiac Science, Inc., a Delaware...
Registration Rights Agreement • May 2nd, 2005 • CSQ Holding CO • New York
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EXHIBIT 10.59 AMENDED AND RESTATED EMPLOYMENT AGREEMENT CARDIAC SCIENCE CORPORATION
Employment Agreement • September 22nd, 2006 • Cardiac Science CORP • Surgical & medical instruments & apparatus
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EXHIBIT 10.60 AMENDED AND RESTATED EMPLOYMENT AGREEMENT CARDIAC SCIENCE CORPORATION
Employment Agreement • September 22nd, 2006 • Cardiac Science CORP • Surgical & medical instruments & apparatus
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THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • July 21st, 2010 • Cardiac Science CORP • Surgical & medical instruments & apparatus • Delaware

THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of July 16, 2010 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and CARDIAC SCIENCE CORPORATION, a Delaware corporation (“Borrower”), amends and restates the terms of that certain Second Amended and Restated Loan and Security Agreement by and between Bank and Borrower dated as of April 27, 2010, as amended from time to time (the “Existing Loan Agreement”, the Existing Loan Agreement and all other “Loan Documents (as such term is defined in the Existing Loan Agreement) are hereinafter collectively referred to as “Existing Loan Documents”), and provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

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EXHIBIT 10.59 [CARDIAC SCIENCE LETTERHEAD] EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is dated as of August 30, 2004 by and between Peter L. Foster ("Employee") and CARDIAC SCIENCE INC., a Delaware corporation (the "Company"). 1....
Employment Agreement • November 9th, 2005 • Cardiac Science CORP • Surgical & medical instruments & apparatus • California
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EXHIBIT 10.56 SEVERANCE AND RELEASE AGREEMENT This Severance Agreement and Release ("Agreement") is entered into as of this 26th day of April 2006, hereinafter "Execution Date," by and between Peter Foster (hereinafter "Employee"), Cardiac Science...
Severance and Release Agreement • May 2nd, 2006 • Cardiac Science CORP • Surgical & medical instruments & apparatus • Washington
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Export-Import Bank of the United States Working Capital Guarantee Program Borrower Agreement
Borrower Agreement • July 21st, 2010 • Cardiac Science CORP • Surgical & medical instruments & apparatus

THIS BORROWER AGREEMENT (this “Agreement”) is made and entered into by the entity identified as Borrower on the signature page hereof (“Borrower”) in favor of the Export-Import Bank of the United States (“Ex-Im Bank”) and the institution identified as Lender on the signature page hereof (“Lender”).

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EXHIBIT 10.3 ASSUMPTION AND AMENDMENT AGREEMENT This Assumption and Amendment Agreement, dated as of September 28, 2005, is entered into between SILICON VALLEY BANK ("Silicon"), on the one side, and CARDIAC SCIENCE CORPORATION, a Delaware corporation...
Assumption and Amendment Agreement • September 30th, 2005 • Cardiac Science CORP • Surgical & medical instruments & apparatus • California
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SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 30th, 2010 • Cardiac Science CORP • Surgical & medical instruments & apparatus • Delaware

THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of April 27, 2010 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and CARDIAC SCIENCE CORPORATION, a Delaware corporation (“Borrower”), amends and restates the terms of that certain Amended and Restated Loan and Security Agreement by and between Bank and Borrower dated as of October 28, 2007, as amended from time to time (the “Existing Loan Agreement”, the Existing Loan Agreement and all other “Loan Documents (as such term is defined in the Existing Loan Agreement) are hereinafter collectively referred to as “Existing Loan Documents”), and provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

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RECITALS
Indemnification Agreement • November 15th, 2005 • Cardiac Science CORP • Surgical & medical instruments & apparatus • Delaware
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AGREEMENT AND PLAN OF MERGER by and among OPTO CIRCUITS (INDIA) LTD., JOLT ACQUISITION COMPANY, and CARDIAC SCIENCE CORPORATION October 19, 2010
Agreement and Plan of Merger • October 19th, 2010 • Cardiac Science CORP • Surgical & medical instruments & apparatus • Delaware

THIS AGREEMENT AND PLAN OF MERGER is entered into as of 12:01 a.m. Pacific Time on October 19, 2010 (this “Agreement”) by and among Cardiac Science Corporation, a Delaware corporation (the “Company”), Opto Circuits (India) Ltd., a public limited company incorporated under the laws of the nation of India (“Parent”), and Jolt Acquisition Company, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”).

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Amended And Restated Employment Agreement
Employment Agreement • March 16th, 2009 • Cardiac Science CORP • Surgical & medical instruments & apparatus

This Amended and Restated Employment Agreement (this “Agreement”), dated as of Sept. 20, 2006, is between Cardiac Science Corporation, a Delaware corporation (the “the Company”), and Feroze Motafram, Vice President, Operations (“Executive”);

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RECITALS
Senior Note and Warrant Conversion Agreement • May 2nd, 2005 • CSQ Holding CO • Delaware
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MUTUAL NON-DISCLOSURE AGREEMENT
Mutual Non-Disclosure Agreement • November 1st, 2010 • Cardiac Science CORP • Surgical & medical instruments & apparatus • Washington

THIS MUTUAL NON-DISCLOSURE AGREEMENT (“Agreement”) is made and entered into as of the 25th day of June, 2010 (“Effective Date”), between Cardiac Science Corporation, a Delaware corporation having its principal place of business at 3303 Monte Villa Parkway, Bothell, Washington 98021-8906, and Criticare Systems/opto, a corporation having its principal place of business at 20925 Crossroads Circle Wavkesha WI 53186.

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FORM OF OEM SUPPLY AND PURCHASE AGREEMENT
Form of Oem Supply and Purchase Agreement • December 31st, 2008 • Cardiac Science CORP • Surgical & medical instruments & apparatus • Tokyo

This OEM Supply and Purchase Agreement (“Agreement”) is made as of January 1, 2008 (the “Effective Date”) by and between Nihon Kohden Corporation with offices at 31-4 Nishiochiai 1-chome, Shinjuku-ku, Tokyo 161-8560 Japan (hereinafter referred to as “NK”), and Cardiac Science Corporation, formerly known as Cardiac Science Inc., with offices at 3303 Monte Villa Parkway, Bothell, Washington, USA 98021 (hereinafter referred to as “CSC”) (NK and CSC each being a “Party”, and collectively the “Parties”).

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MEMORANDUM OF UNDERSTANDING
Cardiac Science CORP • November 19th, 2010 • Surgical & medical instruments & apparatus

With the exception of the Suan Investments Action (as defined below), the parties to the putative class action lawsuits described below and currently pending in the Court of Chancery of the State of Delaware and the Superior Court of Washington in and for Snohomish County (collectively, the “Actions”),1 by and through their respective attorneys, have reached an agreement in principle providing for the settlement of the Actions (the “Settlement”) on the terms and subject to the conditions set forth in this Memorandum of Understanding (“Memorandum”):

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AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • November 19th, 2010 • Cardiac Science CORP • Surgical & medical instruments & apparatus • Delaware

THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment No. 2”) is entered into as of 12:01 a.m. Pacific Time on November 19, 2010, by and among Cardiac Science Corporation, a Delaware corporation (the “Company”), Opto Circuits (India) Ltd., a public limited company incorporated under the laws of the nation of India (“Parent”), and Jolt Acquisition Company, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”).

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OEM PURCHASE AND SUPPLY AGREEMENT
Oem Purchase and Supply Agreement • March 16th, 2007 • Cardiac Science CORP • Surgical & medical instruments & apparatus • New York

This OEM Purchase and Supply Agreement (the “Agreement”) is made as of the 29th day of July, 2003 (the “Effective Date”) between Cardiac Science, Inc., a Delaware corporation (“Supplier” or “Cardiac Science” or “CSI”), a medical device developer and manufacturer of automated external defibrillators having its principal place of business at 1900 Main Street, Irvine, CA 92614 and GE Medical Systems Information Technologies, Inc., a Wisconsin corporation (“GEMS-IT”), having its principal place of business at 8200 W. Tower Avenue, Milwaukee, WI 53223. The parties hereby agree as follows:

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SECOND AMENDMENT TO OEM PURCHASE AND SUPPLY AGREEMENT
Oem Purchase and Supply Agreement • March 16th, 2007 • Cardiac Science CORP • Surgical & medical instruments & apparatus • New York

This Second Amendment (the “Amendment”) is made as of February 14, 2005, by and between Cardiac Science, Inc., a Delaware corporation (“Supplier” or “Cardiac Science” or “CSI”), a medical device developer and manufacturer of automated external defibrillators having its principal place of business at 1900 Main Street, Irvine, CA 92614 and GE Medical Systems Information Technologies, Inc., a Wisconsin corporation (“GEMS-IT”), having its principal place of business at 8200 W. Tower Avenue, Milwaukee, WI 53223. CSI and GEMS-IT may each be referred to herein as a “Party” and collectively, the “Parties”.

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CONSULTING AGREEMENT
Consulting Agreement • May 8th, 2009 • Cardiac Science CORP • Surgical & medical instruments & apparatus • Washington

THIS AGREEMENT, with an effective date of March 30, 2009, is by and between Cardiac Science Corporation (the “Company”) and John R. Hinson (“Hinson”). Hinson has voluntarily resigned from his position as President and Chief Executive Officer of the Company. This resignation shall be effective March 30, 2009.

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Form of Executive Employment Agreement CARDIAC SCIENCE CORPORATION
Executive Employment Agreement • March 16th, 2010 • Cardiac Science CORP • Surgical & medical instruments & apparatus

This executive employment agreement (“Agreement”), effective , is between Cardiac Science Corporation, a Delaware corporation (the “Company”), and [ ] (“Executive”).

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AMENDMENT ONE TO OEM PURCHASE AGREEMENT
Oem Purchase Agreement • March 16th, 2007 • Cardiac Science CORP • Surgical & medical instruments & apparatus • New Jersey

This Amendment (the “Amendment”) is made as of August 10, 2004, by and between Cardiac Science, Inc., a Delaware corporation (“Supplier” or “Cardiac Science” or “CSI”), a medical device developer and manufacturer of automated external defibrillators having its principal place of business at 1900 Main Street, Irvine, CA 92614 and GE Medical Systems Information Technologies, Inc., a Wisconsin corporation (“GEMS-IT”), having its principal place of business at 8200 W. Tower Avenue, Milwaukee, WI 53223. CSI and GEMS-IT may each be referred to herein as a “Party” and collectively, the “Parties”.

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EXHIBIT 10.4 LEASE TERMINATION AGREEMENT THIS LEASE TERMINATION AGREEMENT ("AGREEMENT") dated for reference purposes only as of the 14th day of September, 2005, is entered into by and between CARDIAC SCIENCE, INC., a Delaware corporation, and its...
Lease Termination Agreement • October 3rd, 2005 • Cardiac Science CORP • Surgical & medical instruments & apparatus • California
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CARDIAC SCIENCE CORPORATION 2002 STOCK INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • March 16th, 2009 • Cardiac Science CORP • Surgical & medical instruments & apparatus • Washington

Pursuant to your Restricted Stock Unit Award Notice (the “Award Notice”) and this Restricted Stock Unit Award Agreement (this “Agreement”), Cardiac Science Corporation (the “Company”) has granted you a Restricted Stock Unit Award (the “Award”) under its 2002 Stock Incentive Plan (the “Plan”) with respect to the number of Restricted Stock Units indicated in your Award Notice. Capitalized terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan.

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SETTLEMENT AGREEMENT
Settlement Agreement • August 9th, 2007 • Cardiac Science CORP • Surgical & medical instruments & apparatus • Minnesota

THIS AGREEMENT, entered into this 24th day of April, 2007 (“Effective Date”), by and between Cardiac Science Corporation and all affiliates thereof (“Cardiac Science”), a Delaware corporation with a principal place of business at 3303 Monte Villa Parkway Bothell, Washington 98021, Koninklijke Philips Electronics N.V. (“Royal Philips”), a Netherlands corporation with a principal place of business at Groenewoudseweg 1, 5621 BA Eindhoven, The Netherlands, and Philips Electronics North America Corporation (“Philips Electronics”), a Delaware corporation with a principal place of business at 1251 Avenue of the Americas, New York, New York, 10020. Royal Philips and Philips Electronics and all affiliates thereof are collectively referred to as “Philips.” Cardiac Science, Royal Philips, and Philips Electronics are separately referred to as “Party” and collectively as the “Parties.”

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FIFTH AMENDMENT TO OEM PURCHASE AGREEMENT
Oem Purchase Agreement • November 9th, 2007 • Cardiac Science CORP • Surgical & medical instruments & apparatus • New York

This Fifth Amendment (the “Amendment”) is made as of September 7, 2007, by and between Cardiac Science Corporation, a Delaware corporation f/k/a Cardiac Science, Inc. (“Supplier” or “Cardiac Science” or “CSC”), a medical device developer and manufacturer of automated external defibrillators having its principal place of business at 3303 Monte Villa Parkway, Bothell, Washington, USA 98021, and GE Medical Systems Information Technologies, Inc., a Wisconsin corporation d/b/a GE Healthcare (“GEMS-IT”), having its principal place of business at 8200 W. Tower Avenue, Milwaukee, WI 53223.

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FIRST AMENDMENT TO EXCLUSIVITY AGREEMENT
Exclusivity Agreement • November 9th, 2007 • Cardiac Science CORP • Surgical & medical instruments & apparatus • New York

This First Amendment (the “Amendment”) is made as of September 5, 2007, by and between Cardiac Science Corporation, a Delaware corporation f/k/a Cardiac Science, Inc. (“Supplier” or “Cardiac Science” or “CSC”), a medical device developer and manufacturer of automated external defibrillators having its principal place of business at 3303 Monte Villa Parkway, Bothell, Washington, USA 98021 and GE Medical Systems Information Technologies, Inc., a Wisconsin corporation d/b/a GE Healthcare (“GEMS-IT”), having its principal place of business at 8200 W. Tower Avenue, Milwaukee, WI 53223.

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SEPARATION AND RELEASE AGREEMENT
Separation and Release Agreement • November 9th, 2009 • Cardiac Science CORP • Surgical & medical instruments & apparatus • Washington

This Separation Agreement and Release (“Agreement”) is entered into as of this day of 2009, hereinafter “Execution Date,” by and between Feroze Motafram (hereinafter “Employee”) and Cardiac Science Corporation, a Delaware corporation (hereinafter the “Company”). Employee and the Company are sometimes collectively referred to as the “Parties.”

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AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • October 29th, 2010 • Cardiac Science CORP • Surgical & medical instruments & apparatus • Delaware

THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment No. 1”) is entered into as of 12:01 a.m. Pacific Time on October 29, 2010, by and among Cardiac Science Corporation, a Delaware corporation (the “Company”), Opto Circuits (India) Ltd., a public limited company incorporated under the laws of the nation of India (“Parent”), and Jolt Acquisition Company, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”).

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Lease
Lease • March 16th, 2009 • Cardiac Science CORP • Surgical & medical instruments & apparatus

This Lease Agreement made as of the 26th day of November, 2008 by and between Carl Ruedebusch LLC (herein “Landlord”) and Cardiac Science Corporation (“Tenant”). For good and valuable consideration, the receipt and adequacy of which is acknowledged, Landlord and Tenant hereby agree as follows:

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OEM SUPPLY AND PURCHASE AGREEMENT
Oem Supply and Purchase Agreement • May 10th, 2007 • Cardiac Science CORP • Surgical & medical instruments & apparatus • Tokyo

This OEM Supply and Purchase Agreement (“Agreement”) is made as of March 1, 2002 by and between Nihon Kohden Corporation with offices at 31-4 Nishiochiai 1-chome, Shinjuku-ku, Tokyo 161-8560 Japan (hereinafter referred to as “NK”), and Cardiac Science Inc., with offices at 16931 Millikan Avenue, Irvine, California, USA 92606 (hereinafter referred to as “CSI”) (NK and CSI each being a “Party”, and collectively the “Parties”).

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AMENDMENT ONE TO OEM PURCHASE AND SUPPLY AGREEMENT
Oem Purchase and Supply Agreement • March 16th, 2007 • Cardiac Science CORP • Surgical & medical instruments & apparatus • New York

This Amendment (the “Amendment”) is made as of August 10, 2004, by and between Cardiac Science, Inc., a Delaware corporation (“Supplier” or “Cardiac Science” or “CSI”), a medical device developer and manufacturer of automated external defibrillators having its principal place of business at 1900 Main Street, Irvine, CA 92614 and GE Medical Systems Information Technologies, Inc., a Wisconsin corporation (“GEMS-IT”), having its principal place of business at 8200 W. Tower Avenue, Milwaukee, WI 53223. CSI and GEMS-IT may each be referred to herein as a “Party” and collectively, the “Parties”.

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LOAN AND SECURITY AGREEMENT (EX-IM LOAN FACILITY)
Loan and Security Agreement • July 21st, 2010 • Cardiac Science CORP • Surgical & medical instruments & apparatus • Delaware

THIS LOAN AND SECURITY AGREEMENT (EX-IM LOAN FACILITY) (“EX-IM AGREEMENT”) dated as of the Closing Date, between SILICON VALLEY BANK (“Bank”), California corporation, and CARDIAC SCIENCE CORPORATION, a Delaware corporation (“Borrower”), provides the terms on which Bank will lend to Borrower and Borrower will repay Bank. The parties agree as follows:

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OEM SUPPLY AND PURCHASE AGREEMENT
Oem Supply and Purchase Agreement • March 16th, 2009 • Cardiac Science CORP • Surgical & medical instruments & apparatus • Tokyo

This OEM Supply and Purchase Agreement (“Agreement”) is made as of March 31, 2005 by and between Nihon Kohden Corporation, a Japanese Corporation with its principal offices at 31-4 Nishiochiai 1-chome, Shinjuku-ku, Tokyo 161-8560 Japan (hereinafter referred to as “NK”), and Cardiac Science Inc., a Delaware Corporation with its principal offices at 1900 Main Street, Irvine, California, USA 92614 (hereinafter referred to as “CSI”) (NK and CSI each being a “Party”, and collectively the “Parties”).

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OEM PURCHASE AGREEMENT
Oem Purchase Agreement • March 16th, 2007 • Cardiac Science CORP • Surgical & medical instruments & apparatus • New York

This OEM Agreement (the “Agreement”) is made as of the 29th day of July, 2003 (the “Effective Date”) between Cardiac Science, Inc., a Delaware corporation (“Supplier” or “Cardiac Science” or “CSI”), a medical device developer and manufacturer of external defibrillators having its principal place of business at 1900 Main Street, Irvine, CA 92614 and GE Medical Systems Information Technologies, Inc., a Wisconsin corporation (“GEMS-IT”), having its principal place of business at 8200 W. Tower Avenue, Milwaukee, WI 53223. The parties hereby agree as follows:

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