EXHIBIT 10.1 AGREEMENT AND PLAN OF MERGER by and between Technology Visions Group, Inc., a Delaware corporationAgreement and Plan of Merger • December 1st, 2004 • Technology Visions Group Inc • Plastic materials, synth resins & nonvulcan elastomers • Delaware
WHEREAS:Registration Rights Agreement • April 28th, 2003 • Technology Visions Group Inc • Plastic materials, synth resins & nonvulcan elastomers • Illinois
10.7 Security Agreement SECURITY AGREEMENT SECURITY AGREEMENT, dated as of December 28, 2000, between Technology Visions Group, Inc. f/k/a Orbit Technologies, Inc., a Delaware corporation (the "COMPANY"), and the secured parties signatory hereto and...Security Agreement • January 10th, 2001 • Orbit Technologies Inc /De/ • Industrial instruments for measurement, display, and control • New York
Exhibit 10.12 Trademark License And Technology Agreement with Advanced Grout Systems, Ltd TRADEMARK LICENSE AND TECHNOLOGY LICENSE AGREEMENT THIS TRADEMARK LICENSE AND TECHNOLOGY LICENSE AGREEMENT ("Agreement") is made and entered into as of the tenth...License Agreement • April 16th, 2002 • Technology Visions Group Inc • Plastic materials, synth resins & nonvulcan elastomers • Ohio
10.2 Registration Rights Agreement REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of December 28, 2000, among Technology Visions Group, Inc. f/k/a Orbit Technologies, Inc., a Delaware...Registration Rights Agreement • January 10th, 2001 • Orbit Technologies Inc /De/ • Industrial instruments for measurement, display, and control • New York
10.8 Intellectual Property Security Agreement INTELLECTUAL PROPERTY SECURITY AGREEMENT INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of December 28, 2000, between Technology Visions Group, Inc. f/k/a Orbit Technologies, Inc., a Delaware...Intellectual Property Security Agreement • January 10th, 2001 • Orbit Technologies Inc /De/ • Industrial instruments for measurement, display, and control • New York
WITNESSETH:Standstill Agreement • April 30th, 2001 • Technology Visions Group Inc • Plastic materials, synth resins & nonvulcan elastomers • Delaware
Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into and is effective as of the First day of January 2004, by Technology Visions Group, Inc. (the "Company") and James A. Giansiracusa (the "Executive"). WHEREAS, the...Employment Agreement • August 16th, 2004 • Technology Visions Group Inc • Plastic materials, synth resins & nonvulcan elastomers • Delaware
EXHIBIT 10.4 EMPLOYMENT AGREEMENT WITH JAMES A. GIANSIRACUSA February 14, 2002 James A. Giansiracusa Technology Visions Group, Inc. 5950 La Place Court, Suite 155 Carlsbad, CA 92008 Re: Employment Agreement -------------------- Dear Mr. Giansiracusa:...Employment Agreement • February 22nd, 2002 • Technology Visions Group Inc • Plastic materials, synth resins & nonvulcan elastomers
On April 1, 1995, Technology Visions Group, Inc., f/k/a Orbit Technologies, Inc. (the "Company"), entered into an employment agreement with you as Vice-President-Operations of the Company. This agreement exists presently and as of December 31, 2001, the Company was indebted to you in the amount of $640,560 for unpaid salary. As such, the Company agrees to convert $75,000 of unpaid salary into common stock at a rate of $.03 per share (2,500,000 shares), which is the current market price for the common stock.
WHEREAS:Common Stock Purchase Agreement • April 28th, 2003 • Technology Visions Group Inc • Plastic materials, synth resins & nonvulcan elastomers • Illinois
FOURTH AMENDED SECURITY AGREEMENTFourth Amended Security Agreement • December 18th, 2006 • Sutura, Inc. • Surgical & medical instruments & apparatus • Minnesota
THIS FOURTH AMENDED SECURITY AGREEMENT (this “Agreement”) is made as of December 13, 2006, by and among Sutura, Inc., a Delaware corporation (“Sutura”), Pandora Select Partners, L.P., a British Virgin Islands limited partnership (“Pandora”), Whitebox Hedged High Yield Partners, L.P., a British Virgin Islands limited partnership (“WHHY”), Whitebox Convertible Arbitrage Partners, L.P., a British Virgin Islands limited partnership (“WCAP”), Whitebox Intermarket Partners, L.P., a British Virgin Islands limited partnership (“WIP”), and Gary S. Kohler (“Kohler”) and Scot W. Malloy (“Malloy”), each residents of the State of Minnesota. Pandora, WHHY, WCAP, WIP, Kohler and Malloy are referred to herein individually as a “Secured Party” and together as the “Secured Parties.”
EXHIBIT 10.1 FEE AGREEMENT FOR PROFESSIONAL SERVICES This agreement is between Orbit Technologies, Inc., a Delaware corporation, ("Client" or "Company") whose address is 5950 La Place Court, Suite 140, Carlsbad, CA 92008 and Richard O. Weed, of the...Fee Agreement • November 3rd, 2000 • Orbit Technologies Inc /De/ • Industrial instruments for measurement, display, and control • California
FOURTH AMENDED PATENT AND TRADEMARK SECURITY AGREEMENTFourth Amended Patent and Trademark Security Agreement • December 18th, 2006 • Sutura, Inc. • Surgical & medical instruments & apparatus • Minnesota
THIS FOURTH AMENDED PATENT AND TRADEMARK SECURITY AGREEMENT (this “Agreement”) is made as of December 13, 2006, by and among Sutura, Inc., a Delaware corporation (the “Company”), Pandora Select Partners, L.P., a British Virgin Islands limited partnership (“Pandora”), Whitebox Hedged High Yield Partners, L.P., a British Virgin Islands limited partnership (“WHHY”), Whitebox Convertible Arbitrage Partners, L.P., a British Virgin Islands limited partnership (“WCAP”), Whitebox Intermarket Partners, L.P., a British Virgin Islands limited partnership (“WIP”), and Gary S. Kohler (“Kohler”) and Scot W. Malloy (“Malloy”), each residents of the State of Minnesota. Pandora, WHHY, WCAP, WIP, Kohler and Malloy are referred to herein individually as a “Secured Party” and together as the “Secured Parties.”
PURCHASE AGREEMENTPurchase Agreement • December 18th, 2006 • Sutura, Inc. • Surgical & medical instruments & apparatus • Minnesota
THIS PURCHASE AGREEMENT is made this 13th day of December, 2006 (the “Effective Date”) by and between Sutura, Inc., a Delaware corporation (the “Company”), Whitebox Convertible Arbitrage Partners, L.P., a British Virgin Islands limited partnership (“WCAP”), Whitebox Hedged High Yield Partners, L.P., a British Virgin Islands limited partnership (“WHHY”), Whitebox Intermarket Partners, L.P., a British Virgin Islands limited partnership (“WIP’), Pandora Select Partners, L.P., a British Virgin Islands limited partnership (“Pandora” and, together with WCAP, WHHY and WIP, the “Partnerships”), Gary S. Kohler, a Minnesota resident (“Kohler”) and Scot W. Malloy, a Minnesota resident (“Malloy” and, together with the Partnerships and Kohler, the “Whitebox Parties” and each a “Whitebox Party”) with reference to the following facts:
SETTLEMENT, LICENSE AND RELEASE AGREEMENTSettlement, License and Release Agreement • December 4th, 2007 • Sutura, Inc. • Surgical & medical instruments & apparatus • Delaware
This Settlement, License and Release Agreement (the “Agreement”) is made by and between Sutura, Inc., a corporation organized under the laws of Delaware, having a principal place of business at 17080 Newhope Street, Fountain Valley, California 92078 (“Sutura”); Abbott Laboratories, a corporation organized and existing under the laws of Illinois, having a principal place of business at 100 Abbott Park Road, Abbott Park, Illinois 60064-6057 (“Abbott Laboratories”); and Abbott Vascular Inc., a corporation organized and existing under the laws of Delaware, and a wholly owned subsidiary of Abbott Laboratories, having a principal place of business at 400 Saginaw Drive, Redwood City, California 94063 (“AVI”).
EXECUTIVE EMPLOYEE AGREEMENTExecutive Employee Agreement • April 10th, 2006 • Sutura, Inc. • Plastic materials, synth resins & nonvulcan elastomers • California
This EXECUTIVE EMPLOYEE AGREEMENT (“Agreement”) is made and entered into as of October 1, 2000, by and between Sutura, Inc., a Delaware corporation, with its principal offices at 17080 Newhope Street, Fountain Valley, California (“Company”), and Anthony A. Nobles, an individual (''Executive’’).
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 15th, 2009 • Sutura, Inc. • Surgical & medical instruments & apparatus
This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into effective as of this 4th day of February, 2009, by and between NOBLES MEDICAL TECHNOLOGIES, INC., a Delaware corporation (“Buyer”) and SUTURA, INC., a Delaware corporation (“Seller”).
FOURTH AMENDED PATENT AND TRADEMARK SECURITY AGREEMENTFourth Amended Patent and Trademark Security Agreement • July 3rd, 2006 • Sutura, Inc. • Surgical & medical instruments & apparatus • Minnesota
THIS FOURTH AMENDED PATENT AND TRADEMARK SECURITY AGREEMENT (this “Agreement”) is made as of June 28, 2006, by and among Sutura, Inc., a Delaware corporation (the “Company”), Pandora Select Partners, L.P., a British Virgin Islands limited partnership (“Pandora”), Whitebox Hedged High Yield Partners, L.P., a British Virgin Islands limited partnership (“WHHY”), Whitebox Convertible Arbitrage Partners, L.P., a British Virgin Islands limited partnership (“WCAP”), Whitebox Intermarket Partners, L.P., a British Virgin Islands limited partnership (“WIP”), and Gary S. Kohler (“Kohler”) and Scot W. Malloy (“Malloy”), each residents of the State of Minnesota. Pandora, WHHY, WCAP, WIP, Kohler and Malloy are referred to herein individually as a “Secured Party” and together as the “Secured Parties.”
THIRD AMENDED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 31st, 2006 • Sutura, Inc. • Surgical & medical instruments & apparatus • Minnesota
THIS THIRD AMENDED REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of August 25, 2006, by and among Sutura, Inc., a Delaware corporation (the “Company”), Pandora Select Partners L.P., a British Virgin Islands limited partnership (“Pandora”), Whitebox Hedged High Yield Partners L.P., a British Virgin Islands limited partnership (“WHHY”), Whitebox Convertible Arbitrage Partners L.P., a British Virgin Islands limited partnership (“WCAP”), Whitebox Intermarket Partners L.P., a British Virgin Islands limited partnership (“WIP”), Gary S. Kohler (“Kohler”), and Scot W. Malloy (“Malloy”), each residents of the State of Minnesota. Pandora, WHHY, WCAP, WIP are collectively referred to herein as “Whitebox.” Whitebox, Kohler and Malloy are individually referred to herein as an “Investor” and together as the “Investors.”
SECOND AMENDED SECURITY AGREEMENTSecond Amended Security Agreement • September 13th, 2005 • Technology Visions Group Inc • Plastic materials, synth resins & nonvulcan elastomers • Minnesota
THIS SECOND AMENDED SECURITY AGREEMENT (this “Agreement”) is made as of September 7, 2005, by and among Sutura, Inc., a Delaware corporation (“Sutura”), Pandora Select Partners, L.P., a British Virgin Islands limited partnership (“Pandora”), Whitebox Hedged High Yield Partners, L.P., a British Virgin Islands limited partnership (“WHHY”), Whitebox Convertible Arbitrage Partners, L.P., a British Virgin Islands limited partnership (“WCAP”), Whitebox Intermarket Partners, L.P., a British Virgin Islands limited partnership (“WIP”), and Gary S. Kohler (“Kohler”) and Scot W. Malloy (“Malloy”), each residents of the State of Minnesota. Pandora, WHHY, WCAP, WIP, Kohler and Malloy are referred to herein individually as a “Secured Party” and together as the “Secured Parties.”
FOURTH AMENDED REGISTRATION RIGHTS AGREEMENTFourth Amended Registration Rights Agreement • December 18th, 2006 • Sutura, Inc. • Surgical & medical instruments & apparatus • Minnesota
THIS FOURTH AMENDED REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of December 13, 2006, by and among Sutura, Inc., a Delaware corporation (the “Company”), Pandora Select Partners L.P., a British Virgin Islands limited partnership (“Pandora”), Whitebox Hedged High Yield Partners L.P., a British Virgin Islands limited partnership (“WHHY”), Whitebox Convertible Arbitrage Partners L.P., a British Virgin Islands limited partnership (“WCAP”), Whitebox Intermarket Partners L.P., a British Virgin Islands limited partnership (“WIP”), Gary S. Kohler (“Kohler”), and Scot W. Malloy (“Malloy”), each residents of the State of Minnesota. Pandora, WHHY, WCAP, WIP are collectively referred to herein as “Whitebox.” Whitebox, Kohler and Malloy are individually referred to herein as an “Investor” and together as the “Investors.”
EXHIBIT 10.3 EMPLOYMENT AGREEMENT WITH JAMES B. LAHEYTechnology Visions Group Inc • February 22nd, 2002 • Plastic materials, synth resins & nonvulcan elastomers
On April 1, 1995, Technology Visions Group, Inc., f/k/a Orbit Technologies, Inc. (the "Company"), entered into an employment agreement with you as President and Chief Operating Officer of the Company. This agreement exists presently and as of December 31, 2001, the Company was indebted to you in the amount of $690,600 for unpaid salary. As such, the Company agrees to convert $75,000 of unpaid salary into common stock at a rate of $.03 per share (2,500,000 shares), which is the current market price for the common stock.
WHITEBOX ADVISORS, LLC 3033 Excelsior Blvd., Suite 300 Minneapolis, MN 55416Sutura, Inc. • August 31st, 2006 • Surgical & medical instruments & apparatus
Re: Agreements relating to certain Secured Convertible Promissory Notes and Warrants between Sutura, Inc. (the “Company”) and Whitebox Convertible Arbitrage Partners, L.P. (“WCAP”), Whitebox Hedged High Yield Partners, L.P. (“WHHY”), Whitebox Intermarket Partners, L.P. (“WIP”), Pandora Select Partners, L.P. (“Pandora”), Gary S. Kohler (“Kohler”) and Scot W. Malloy (“Malloy”). WCAP, WHHY, WIP, Pandora, Kohler and Malloy are collectively referred to in this Agreement as the “Whitebox Parties”.
CONFIDENTIAL SEPARATION AGREEMENT BETWEEN SUTURA, INC. AND DAVID TECKMANConfidential Separation Agreement • June 9th, 2008 • Sutura, Inc. • Surgical & medical instruments & apparatus • Minnesota
LICENSE AGREEMENTLicense Agreement • April 10th, 2006 • Sutura, Inc. • Plastic materials, synth resins & nonvulcan elastomers • California
SECOND AMENDED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 13th, 2005 • Technology Visions Group Inc • Plastic materials, synth resins & nonvulcan elastomers • Minnesota
THIS SECOND AMENDED REGISTRATION RIGHTS AGREEMENT (the “Agreement") is entered into as of September 7, 2005, by and among Sutura, Inc., a Delaware corporation (the “Company"), Pandora Select Partners L.P., a British Virgin Islands limited partnership (“Pandora”), Whitebox Hedged High Yield Partners L.P., a British Virgin Islands limited partnership (“WHHY”), Whitebox Convertible Arbitrage Partners L.P., a British Virgin Islands limited partnership (“WCAP”), Whitebox Intermarket Partners L.P., a British Virgin Islands limited partnership (“WIP”) and Gary S. Kohler (“Kohler”) and Scot W. Malloy (“Malloy”), each residents of the State of Minnesota. Pandora, WHHY, WCAP, WIP, Kohler and Malloy are individually referred to herein as an “Investor” and together as the “Investors.”
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • November 26th, 2007 • Sutura, Inc. • Surgical & medical instruments & apparatus • Delaware
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of November 21, 2007 by and between SUTURA, INC., a Delaware corporation (the “Company”), and Grootkasteel, B.V., a Dutch corporation (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTES AND WARRANTSOriginal Purchase Agreement • September 13th, 2005 • Technology Visions Group Inc • Plastic materials, synth resins & nonvulcan elastomers
THIS AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTES AND WARRANTS (the “Amendment”) is entered into as of September 7, 2005, by and among Sutura, Inc., a Delaware corporation (the “Company”), Pandora Select Partners L.P., a British Virgin Islands limited partnership (“Pandora”), Whitebox Hedged High Yield Partners L.P., a British Virgin Islands limited partnership (“WHHY”), Whitebox Convertible Arbitrage Partners L.P., a British Virgin Islands limited partnership (“WCAP”), Whitebox Intermarket Partners L.P., a British Virgin Islands limited partnership (“WIP”) and Gary S. Kohler (“Kohler”) and Scot W. Malloy (“Malloy”), each residents of the State of Minnesota.
PURCHASE AGREEMENTPurchase Agreement • September 13th, 2005 • Technology Visions Group Inc • Plastic materials, synth resins & nonvulcan elastomers • Minnesota
THIS PURCHASE AGREEMENT (the “Agreement”) is entered into as of the 7th day of September, 2005, by and among Sutura, Inc., a Delaware corporation; Pandora Select Partners, L.P., a British Virgin Islands limited partnership (“Pandora”); Whitebox Hedged High Yield Partners, L.P., a British Virgin Islands limited partnership (“WHHY”); Whitebox Convertible Arbitrage Partners, L.P., a British Virgin Islands limited partnership (“WCAP”); and Whitebox Intermarket Partners, L.P., a British Virgin Islands limited partnership (“WIP”). Pandora, WHHY, WCAP and WIP are individually referred to herein as a “Purchaser” and together as the “Purchasers.”
SECOND AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTES AND WARRANTSOriginal Purchase Agreement • March 31st, 2006 • Sutura, Inc. • Plastic materials, synth resins & nonvulcan elastomers
THIS SECOND AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTES AND WARRANTS (the “Second Amendment”) is entered into as of March 30, 2006, by and among Sutura, Inc., a Delaware corporation (the “Company”), Pandora Select Partners L.P., a British Virgin Islands limited partnership (“Pandora”), Whitebox Hedged High Yield Partners L.P., a British Virgin Islands limited partnership (“WHHY”), Whitebox Convertible Arbitrage Partners L.P., a British Virgin Islands limited partnership (“WCAP”), Whitebox Intermarket Partners L.P., a British Virgin Islands limited partnership (“WIP”) and Gary S. Kohler (“Kohler”) and Scot W. Malloy (“Malloy”), each residents of the State of Minnesota.
DISTRIBUTION AGREEMENTDistribution Agreement • April 10th, 2006 • Sutura, Inc. • Plastic materials, synth resins & nonvulcan elastomers
PURCHASE AGREEMENTPurchase Agreement • August 31st, 2006 • Sutura, Inc. • Surgical & medical instruments & apparatus • Minnesota
THIS PURCHASE AGREEMENT is made this 25th day of August, 2006 (the “Effective Date”) by and between Sutura, Inc., a Delaware corporation (the “Company”), Whitebox Convertible Arbitrage Partners, L.P., a British Virgin Islands limited partnership (“WCAP”), Whitebox Hedged High Yield Partners, L.P., a British Virgin Islands limited partnership (“WHHY”), Whitebox Intermarket Partners, L.P., a British Virgin Islands limited partnership (“WIP’), Pandora Select Partners, L.P., a British Virgin Islands limited partnership (“Pandora” and, together with WCAP, WHHY and WIP, the “Partnerships”), Gary S. Kohler, a Minnesota resident (“Kohler”) and Scot W. Malloy, a Minnesota resident (“Malloy” and, together with the Partnerships and Kohler, the “Whitebox Parties”) with reference to the following facts:
December 17, 1999 Egbert Ratering Chemin du Pain de Sucre 06800 Cagnes Sur Mer France Dear Egbert: Re: Employment agreementSutura, Inc. • April 10th, 2006 • Plastic materials, synth resins & nonvulcan elastomers
Sutura Inc is pleased to confinn your appointment as Vice President European Operations and Managing Director of our Dutch company Sutura B.V., Beemdstraat 23.5653 MA Eindhoven. The Netherlands under the following general terms and conditions:
THIRD AMENDED PATENT AND TRADEMARK SECURITY AGREEMENTPatent and Trademark Security Agreement • June 13th, 2006 • Sutura, Inc. • Surgical & medical instruments & apparatus • Minnesota
THIS THIRD AMENDED PATENT AND TRADEMARK SECURITY AGREEMENT (this “Agreement”) is made as of June 7, 2006, by and among Sutura, Inc., a Delaware corporation (the “Company”), Pandora Select Partners, L.P., a British Virgin Islands limited partnership (“Pandora”), Whitebox Hedged High Yield Partners, L.P., a British Virgin Islands limited partnership (“WHHY”), Whitebox Convertible Arbitrage Partners, L.P., a British Virgin Islands limited partnership (“WCAP”), Whitebox Intermarket Partners, L.P., a British Virgin Islands limited partnership (“WIP”), and Gary S. Kohler (“Kohler”) and Scot W. Malloy (“Malloy”), each residents of the State of Minnesota. Pandora, WHHY, WCAP, WIP, Kohler and Malloy are referred to herein individually as a “Secured Party” and together as the “Secured Parties.”
Distributor AgreementDistributor Agreement • April 10th, 2006 • Sutura, Inc. • Plastic materials, synth resins & nonvulcan elastomers • California
This Distributor Agreement (“Agreement”) is made as of September 20, 2002 between Sutura, Inc. (“Supplier”) a California corporation, having its principal place of business at 17080 Newhope Street, Fountain Valley, CA 92708 and Getz Bros. & Co., Inc. (“Distributor”) a Delaware corporation, located at 225 West Washington Street, Suite 1900, Chicago, IL 60606.
