exv10w8w1



 





Exhibit 10.8.1




CARDICA, INC.




AMENDED AND RESTATED NOTE




	 	 	 
	 

	 	Redwood City, CA
	US$3,000,000

	 	March 30, 2007






     Cardica, Inc., a corporation duly organized and existing under the laws of the State of
Delaware (the “Company”), for value received, hereby promises to pay to Century Medical, Inc., a
Japanese corporation (“Century”), or its registered assigns (Century or its assigns being the
“Registered Holder”), the principal sum of THREE MILLION DOLLARS (US$3,000,000.00) in installments
on the principal repayment dates set forth on Schedule I hereto (each a “Principal Repayment
Date”), and to pay interest (computed on the basis of the actual number of days elapsed and a year
of 365 days) (i) on the unpaid principal balance from the date of this Note until June 17, 2008 at
the rate of five percent (5%) per annum, or at the rate of six percent (6%) per annum from June 18,
2008, payable quarterly in arrears on January 31, April 30, July 31 and October 31 of each year
(each, an “Interest Payment Date”) (commencing April 30, 2007) until such unpaid principal balance
shall become due and payable (whether at the Principal Repayment Date or by declaration,
acceleration or otherwise); and (ii) to the extent permitted by applicable law on each overdue
payment of principal or any overdue payment of interest, at a rate per annum equal to twelve
percent (12.0%) (computed on the basis of the actual number of days elapsed and a year of 365 days)
payable quarterly as aforesaid.



     The interest and principal payments payable with respect to this Note, on any Interest Payment
Date, on the Principal Repayment Date or by declaration, acceleration or otherwise, pursuant to the
Note Agreement (as defined herein), shall be paid to Century in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private
debts. Such interest and principal payments shall be made to Century in accordance with the
provisions of the Note Agreement.



     This Note is issued in replacement for that certain 5% convertible note due June 17, 2008 (the
“Original Note”), issued by the Company in an aggregate principal amount of THREE MILLION DOLLARS
($3,000,000.00) pursuant to that certain Subordinated Convertible Note Agreement dated June 16,
2003, as amended by Amendment No. 1 to Subordinated Convertible Note Agreement dated August 6,
2003, and as further amended by that certain Amendment No. 2 to Convertible Subordinated Note
Agreement of even date herewith (collectively, the “Note Agreement”). The indebtedness of the
Company to Century evidenced by the Original Note is continuing indebtedness and nothing herein
shall be deemed to constitute a payment, settlement or novation of the indebtedness evidenced by
the Original Note or as a release or to otherwise adversely affect any rights of Century against
the Company. All amounts outstanding under the Original Note shall be transferred to, and be
deemed to be outstanding under, this Note. The Registered Holder of this Note is entitled to the
benefits of the Note Agreement, and may enforce the Note Agreement and exercise the remedies
provided for thereby or otherwise available in respect thereof.



 









 





          This Note may be transferred or assigned by Century or the Registered Holder as provided in
the Note Agreement, provided that the right to receive principal and/or interest payments on this
Note may be assigned or transferred only in one of the following methods: (1) by surrender of this
Note to the Company and (a) reissuance by the Company of this Note to the new Registered Holder or
(b) issuance by the Company of a new note to the new Registered Holder; or (2) by notification to
the Company of the transfer and a change by the Company in the Company’s books identifying the new
owner of an interest in principal or interest on this Note. The Company shall at all times maintain
a book entry system which shall reflect ownership of this Note and interests therein. In the event
the first method of transfer is used, the Company shall also change its records to reflect such
transfer or reissuance. The method of transfer, as detailed above, will be determined by mutual
agreement of the Company and the Registered Holder.




          In the case of an Event of Default (as defined in the Note Agreement), the principal of this
Note in certain circumstances may be declared or otherwise become due and payable in the manner and
with the effect provided in the Note Agreement, without presentment, demand, protest or any other
notice of any kind, all of which are hereby expressly waived.




          This Note is issued subject to the provisions of the Note Agreement with respect thereto.
Each Registered Holder of this Note, by accepting the same, agrees to and shall be bound by such
provisions.




          No reference herein to the Note Agreement and no provision of this Note or of the Note
Agreement shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of (and premium, if any) and interest on this Note at the times, place and
rate, and in the coin or currency, herein prescribed.




          All terms used in this Note which are not defined herein shall have the meanings assigned to
them in the Note Agreement.




          This Note has been delivered to Century in Redwood City, California, and the Note and the Note
Agreement are governed by and shall be construed and enforced in accordance with, and the rights of
the parties shall be governed by, the law of the State of California, excluding choice-of-law
principles.




 









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



	 	 	 	 	 	 	 
	Dated as of March 30, 2007	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	CARDICA, INC.
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	  /s/ Bernard Hausen
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Its:
	 	  CEO
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Attest:	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	  /s/ Robert Y. Newell	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Its:

	 	  CFO	 	 	 	 
	 

	 	 	 	 	 	 





 









 






SCHEDULE I




PRINCIPAL REPAYMENT DATES




	 	 	 
	Amount	 	Repayment Date
	 
	 	 
	$1,000,000

	 	Within five (5) Business Days of the execution date of
Amendment No. 2 to Convertible Subordinated Note Agreement
dated March 30, 2007
	$2,000,000

	 	June 17, 2010 (the Maturity Date)