Eclipse Surgical Technologies Inc Sample Contracts

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RECITALS
Voting Agreement • November 3rd, 1998 • Eclipse Surgical Technologies Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
ARTICLE I. DEFINITIONS
Securities Purchase Agreement • January 26th, 2004 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • New York
SECOND AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • January 26th, 2004 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies
RECITALS
Rights Agreement • October 28th, 2004 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies
1 EXHIBIT 4.1 RIGHTS AGREEMENT DATED AS OF AUGUST 17, 2001 BY AND BETWEEN CARDIOGENESIS CORPORATION (F/K/A ECLIPSE SURGICAL TECHNOLOGIES, INC.)
Rights Agreement • August 20th, 2001 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • California
RECITALS
Securities Purchase Agreement • October 28th, 2004 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • New York
FIRST AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • January 18th, 2002 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies
ARTICLE I INTEREST
Cardiogenesis Corp /Ca • April 4th, 2003 • Orthopedic, prosthetic & surgical appliances & supplies • New York
RECITALS
Affiliate Agreement • November 3rd, 1998 • Eclipse Surgical Technologies Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
OFFICE LEASE
Office Lease • August 16th, 2001 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • California
EXHIBIT 4.1 MICROHEART, INC. COMMON STOCK REPURCHASE AGREEMENT MICROHEART, INC. COMMON STOCK REPURCHASE AGREEMENT THIS COMMON STOCK REPURCHASE AGREEMENT (the "AGREEMENT") is made as of the 5th day of April, 2002 (the "EFFECTIVE DATE") by and among...
Common Stock Repurchase Agreement • April 12th, 2002 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • California

THIS COMMON STOCK REPURCHASE AGREEMENT (the "AGREEMENT") is made as of the 5th day of April, 2002 (the "EFFECTIVE DATE") by and among MICROHEART, INC. (F/K/A MICROHEART HOLDINGS, INC.), a Delaware corporation (the "COMPANY"), and CARDIOGENESIS CORPORATION (F/K/A ECLIPSE SURGICAL TECHNOLOGIES, INC.) (the "SELLER").

AND
Purchase and Security Agreement • April 4th, 2003 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • New York
SETTLEMENT AGREEMENT AND GENERAL RELEASE
Settlement Agreement and General Release • March 29th, 2007 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • California
EMPLOYMENT AGREEMENT
Employment Agreement • June 26th, 2009 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • California

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of July 1, 2009, by and between CARDIOGENESIS CORPORATION, a California corporation (the “Company”), and Paul McCormick, an individual (the “Executive”).

CRYOLIFE, INC. MUTUAL CONFIDENTIAL DISCLOSURE AGREEMENT Effective Date: October 6, 2009
Disclosure Agreement • April 5th, 2011 • Cardiogenesis Corp /CA • Orthopedic, prosthetic & surgical appliances & supplies • Georgia

In order to protect certain information disclosed hereunder (the “Disclosed Information”) which may be disclosed by CryoLife, Inc., a Florida corporation, (“CryoLife”) and “Participant” (identified below), CryoLife and the “Participant” agree that:

RECITALS
Indemnification Agreement • March 29th, 2000 • Eclipse Surgical Technologies Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among CRYOLIFE, INC., CL FALCON, INC. and CARDIOGENESIS CORPORATION Dated as of April 14, 2011
Agreement and Plan of Merger • April 15th, 2011 • Cardiogenesis Corp /CA • Orthopedic, prosthetic & surgical appliances & supplies • Florida

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 14, 2011, among CryoLife, Inc., a Florida corporation (“Parent”), CL Falcon, Inc., a Florida corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Cardiogenesis Corporation, a California corporation (the “Company”).

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CONSULTING AGREEMENT
Consulting Agreement • June 1st, 2009 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • California

This Agreement, made February 27, 2009 and effective as of January 1, 2009 (the “Effective Date”) by and between Cardiogenesis Corporation, a California corporation, with its principal place of business at 11 Musick, Irvine, California 92618 (the “Company”), and Dr. Marvin Slepian, (“Consultant”) located at 2540 North Yellow Flower Trail, Tucson, AZ 85715.

ARTICLE I INTEREST & AMORTIZATION
Cardiogenesis Corp /Ca • October 28th, 2004 • Orthopedic, prosthetic & surgical appliances & supplies • New York
CONFIDENTIALITY AND INTELLECTUAL PROPERTY AGREEMENT
Confidentiality and Intellectual Property Agreement • August 21st, 2006 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • California
EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2005 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • Washington

THIS AGREEMENT, effective as of the 28th day of October 2005 (the “Effective Date”), by and between CARDIOGENESIS CORPORATION, a California corporation (the “Company”) and MICHAEL J. QUINN (the “Executive”).

CARDIOGENESIS CORPORATION 1996 STOCK OPTION PLAN STOCK OPTION AGREEMENT
Corporation 1996 Stock Option Plan Stock Option Agreement • August 4th, 2005 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • California
AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • May 19th, 2010 • Cardiogenesis Corp /CA • Orthopedic, prosthetic & surgical appliances & supplies

This Amendment to Employment Agreement (the “Amendment”) is made and entered into as of May 17, 2010, by and between Cardiogenesis Corporation, a California corporation (the “Company”) and Paul McCormick, an individual (the “Executive”).

CARDIOGENESIS CORPORATION 1996 DIRECTOR STOCK OPTION PLAN STOCK OPTION AGREEMENT
1996 Director Stock Option Plan Stock Option Agreement • August 4th, 2005 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • California
AGREEMENT AND PLAN OF MERGER among CRYOLIFE, INC., CL FALCON, INC. and CARDIOGENESIS CORPORATION Dated as of March 28, 2011
Agreement and Plan of Merger • March 29th, 2011 • Cardiogenesis Corp /CA • Orthopedic, prosthetic & surgical appliances & supplies • Florida

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 28, 2011, among CryoLife, Inc., a Florida corporation (“Parent”), CL Falcon, Inc., a Florida corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Cardiogenesis Corporation, a California corporation (the “Company”).

CONSULTING AGREEMENT
Consulting Agreement • January 15th, 2009 • Cardiogenesis Corp /Ca • Orthopedic, prosthetic & surgical appliances & supplies • California

THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of January 15, 2009, (the “Effective Date”), by and between Cardiogenesis Corporation, a California corporation (the “Company”) and Paul J. McCormick (“Consultant”).

April 5, 2011 Dear Shareholder:
Cardiogenesis Corp /CA • April 5th, 2011 • Orthopedic, prosthetic & surgical appliances & supplies

We are pleased to inform you that on March 28, 2011, Cardiogenesis Corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CryoLife, Inc., a Florida corporation (“Parent”), and CL Falcon, Inc., a Florida corporation and a wholly-owned subsidiary of Parent (“Purchaser”).

EXHIBIT 4.1 COMMON STOCK PURCHASE AGREEMENT DATED AS OF AUGUST 17, 2000 BY AND BETWEEN ECLIPSE SURGICAL TECHNOLOGIES, INC.
Common Stock Purchase Agreement • August 18th, 2000 • Eclipse Surgical Technologies Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
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