Exhibit 10.1
SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of May 12, 2003,
between Cambridge Heart, Inc., a corporation organized under the laws of the
State of Delaware (the "Company"), and the Purchasers listed on Schedule I
attached hereto (each, a "Purchaser" and collectively, the "Purchasers").
WHEREAS:
A.
THE COMPANY AND THE PURCHASERS ARE
EXECUTING AND DELIVERING THIS AGREEMENT IN RELIANCE UPON THE EXEMPTION FROM
SECURITIES REGISTRATION AFFORDED BY THE PROVISIONS OF REGULATION D ("REGULATION
D"), AS PROMULGATED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE
"SEC") UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT").
B.
THE COMPANY DESIRES TO SELL, AND THE
PURCHASERS DESIRE TO PURCHASE, UPON THE TERMS AND CONDITIONS STATED IN THIS
AGREEMENT, SHARES OF THE COMPANY'S SERIES A CONVERTIBLE PREFERRED STOCK, PAR
VALUE $.001 PER SHARE ("SERIES A PREFERRED"), AND WARRANTS TO PURCHASE SHARES OF
SERIES A PREFERRED (THE "WARRANTS").
THE SHARES OF SERIES A PREFERRED ISSUABLE
PURSUANT TO THIS AGREEMENT ARE REFERRED TO HEREIN AS THE "SHARES."
THE SHARES
OF SERIES A PREFERRED ISSUABLE UPON EXERCISE OF THE WARRANTS ARE REFERRED TO
HEREIN AS THE "WARRANT SHARES."
THE SHARES, THE WARRANTS, THE WARRANT SHARES
AND THE SHARES OF THE COMPANY'S COMMON STOCK, PAR VALUE $.001 PER SHARE (THE
"COMMON STOCK"), ISSUABLE UPON CONVERSION OF THE SHARES OR THE WARRANT SHARES
(THE "CONVERSION SHARES") ARE REFERRED TO HEREIN AS THE "SECURITIES."
C.
CONTEMPORANEOUS WITH THE EXECUTION AND
DELIVERY OF THIS AGREEMENT, THE PARTIES HERETO ARE EXECUTING AND DELIVERING A
REGISTRATION RIGHTS AGREEMENT, IN THE FORM ATTACHED HERETO AS EXHIBIT A (THE
"REGISTRATION RIGHTS AGREEMENT"), PURSUANT TO WHICH THE COMPANY HAS AGREED TO
PROVIDE CERTAIN REGISTRATION RIGHTS UNDER THE SECURITIES ACT AND THE RULES AND
REGULATIONS PROMULGATED THEREUNDER, AND APPLICABLE STATE SECURITIES LAWS.
D.
ALL REFERENCES HEREIN TO MONETARY
DENOMINATIONS SHALL REFER TO LAWFUL MONEY OF THE UNITED STATES OF AMERICA.
NOW, THEREFORE, the Company and the Purchasers hereby agree as follows:
1.
PURCHASE AND SALE.
(A)
PURCHASE OF SHARES.
ON THE CLOSING DATE (AS DEFINED BELOW),
SUBJECT TO THE SATISFACTION (OR WAIVER) OF THE CONDITIONS SET FORTH IN SECTION 6
AND SECTION 7 BELOW, THE COMPANY SHALL ISSUE AND SELL TO THE PURCHASERS, AND
EACH PURCHASER SEVERALLY AGREES TO PURCHASE FROM THE COMPANY, THAT NUMBER OF
SHARES AT A PURCHASE PRICE OF $4.42 PER SHARE (THE "PURCHASE PRICE") AS SET
FORTH OPPOSITE SUCH PURCHASER'S NAME ON SCHEDULE I HERETO, FOR THE AGGREGATE
PURCHASE PRICE AND CONSIDERATION SET FORTH OPPOSITE SUCH PURCHASER'S NAME
THEREON.
(B)
SHORT-TERM WARRANTS.
ON THE CLOSING DATE, SUBJECT TO THE
SATISFACTION (OR WAIVER) OF THE CONDITIONS SET FORTH IN SECTION 6 AND SECTION 7
BELOW, THE COMPANY SHALL ISSUE TO
each of the Purchasers, other than Medtronic, Inc. ("Medtronic"), six Warrants
in the form of Exhibit B hereto.
Each Warrant issued to a Purchaser pursuant to
this Section 1(b) shall be exercisable for one-sixth of the aggregate number of
Warrant Shares set forth opposite such Purchaser's name on Schedule I hereto.
The Warrants issued to