Endocardial Solutions Inc Sample Contracts

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WARRANT
Endocardial Solutions Inc • March 31st, 1999 • Surgical & medical instruments & apparatus • Minnesota
RECITALS
Note Purchase Agreement • March 31st, 1999 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus • Minnesota
ARTICLE II INVESTOR'S REPRESENTATIONS AND WARRANTIES
Securities Purchase Agreement • August 13th, 1999 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus • Minnesota
MASTER LEASE AGREEMENT COMDISCO, INC. - LESSOR
Master Lease Agreement • January 30th, 1997 • Endocardial Solutions Inc • Illinois
EXHIBIT 10.1 LICENSE AGREEMENT
License Agreement • July 31st, 1998 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus • Minnesota
RECITALS
Endocardial Solutions Inc • March 30th, 2001 • Surgical & medical instruments & apparatus
AND NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, RIGHTS AGENT RIGHTS AGREEMENT
Rights Agreement • August 26th, 1999 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus • Delaware
ARTICLE I DEFINITIONS
Registration Rights Agreement • August 13th, 1999 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus • Delaware
COMMON STOCK PURCHASE AGREEMENT
Purchase Agreement • March 13th, 1997 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus • Minnesota
STOCK PURCHASE AGREEMENT by and between ENDOCARDIAL SOLUTIONS, INC.
Stock Purchase Agreement • March 18th, 1997 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus • Minnesota
Stock Purchase Agreement
Stock Purchase Agreement • September 2nd, 2003 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus • Delaware

Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.

and
Investment Agreement • January 30th, 1997 • Endocardial Solutions Inc • Minnesota
Loan and Security Agreement
Security Agreement • November 14th, 2003 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus • California

THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between SILICON VALLEY BANK (“Silicon”), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and the borrower(s) named above (jointly and severally, the “Borrower”), whose chief executive office is located at the above address (“Borrower’s Address”). The Schedule to this Agreement (the “Schedule”) shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)*

AGREEMENT AND PLAN OF MERGER AMONG ST. JUDE MEDICAL, INC. DRAGONFLY MERGER CORP., AND ENDOCARDIAL SOLUTIONS, INC. Dated as of September 23, 2004
Agreement and Plan of Merger • September 28th, 2004 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of September 23, 2004 (this “Agreement”), is among St. Jude Medical, Inc., a Minnesota corporation (“Buyer”), Dragon Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Buyer (“Sub”), and Endocardial Solutions, Inc., a Delaware corporation (the “Company”) (Sub and the Company being hereinafter collectively referred to as the “Constituent Corporations”).

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WITNESSETH:
Distribution / Supply Agreement • July 31st, 1998 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus • Minnesota
EXHIBIT 10.13 ENDOCARDIAL SOLUTIONS, INC. AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT
Investors' Rights Agreement • January 30th, 1997 • Endocardial Solutions Inc • California
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • September 28th, 2004 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus

This Amendment No. 1 to Rights Agreement is entered into as of September 23, 2004, between Endocardial Solutions, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association (f/k/a Norwest Bank Minnesota, National Association), a national banking association (the “Rights Agent”).

LOAN MODIFICATION AGREEMENT
Loan Modification Agreement • August 14th, 2002 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus

This Loan Modification Agreement is entered into as of April 19, 2002, by and between Endocardial Solutions, Inc. (the “Borrower”) and Silicon Valley Bank (“Bank”).

FOURTH AMENDMENT TO DISTRIBUTION/SUPPLY AGREEMENT
Distribution/Supply Agreement • August 14th, 2001 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus

This FOURTH AMENDMENT is effective the 1st day of January, 2001 to the Distribution/Supply Agreement dated September 4, 1997 (the “Distribution Agreement”) by and between Endocardial Solutions, Inc. (“ESI”) and Medtronic, Inc. (“Medtronic”).

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AMONG ST. JUDE MEDICAL, INC. DRAGONFLY MERGER CORP., AND ENDOCARDIAL SOLUTIONS, INC. Dated as of September 29, 2004
Agreement and Plan of Merger • September 30th, 2004 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus • Delaware

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of September 29, 2004 (this “Agreement”), is among St. Jude Medical, Inc., a Minnesota corporation (“Buyer”), Dragonfly Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Buyer (“Sub”), and Endocardial Solutions, Inc., a Delaware corporation (the “Company”) (Sub and the Company being hereinafter collectively referred to as the “Constituent Corporations”) to amend and restate in its entirety the Agreement and Plan of Merger dated September 23, 2004 among Buyer, Sub and the Company (the “Original Agreement”) to correct a scrivener’s error in Section 6.3(e). Upon the execution of this Agreement, the Original Agreement shall be deemed in full force and effect from the date thereof solely as amended and restated hereby. All references herein to “the date hereof”, “the date of this Agreement” or any words to that effect shall be deemed to refer to September 23, 2004.

PURCHASE AGREEMENT
Purchase Agreement • March 18th, 1997 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus • Minnesota
Silicon Valley Bank Limited Waiver and Amendment to Loan Documents
Endocardial Solutions Inc • September 28th, 2004 • Surgical & medical instruments & apparatus

THIS LIMITED WAIVER AND AMENDMENT TO LOAN DOCUMENTS is entered into between Silicon Valley Bank (“Silicon”) and the borrower named above (“Borrower”).

LEASE AGREEMENT Date: 8/13/01
Lease Agreement • November 14th, 2001 • Endocardial Solutions Inc • Surgical & medical instruments & apparatus

Place & Plaza LLC c/o Wellington Management, Inc. 1625 Energy Park Drive, Suite 100 St. Paul, MN 55108 Endocardial Solutions, Inc. 1350 Energy Lane, Suite 104 St. Paul, MN 55108 Federal ID # 41-1724963

Contract
Endocardial Solutions Inc • March 15th, 2004 • Surgical & medical instruments & apparatus • Minnesota

THIS WARRANT, AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE REOFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO (1) REGISTRATION OR (2) AN OPINION OF COUNSEL FOR THE COMPANY OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.

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