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Exhibit BSUBSCRIPTION AGREEMENTRule 506, accredited-investors only offering Parties. This subscription agreement (“Agreement”) sets out the agreement between the undersigned investor (“Investor”), BOE 4FDPOE )FBSU "TTJTU *OD (“Company”) regarding Investor's investment in the Company. Subscription. Investor will provide in cash to the Company in exchange for shares of the Company's common stock (“Securities”). Minimum/Maximum Offering and Price. The Company is raising a maximum of UISFF million dollars ( ,000,000) (“Maximum Offering”). The price of the current offeringis for each of the Company's shares with a total maximum investment of Minimum Purchase. The minimum purchase for each investor will be twenty-five thousand dollars ( 25,000). Investor Documents. Investor has carefully reviewed the following Investor Documents: the Company’s Private Placement Memorandum. Investor has received the Investor Documents, has carefully read each Investor Document and any schedules or exhibits, and represents and warrants that Investor has relied only on the information contained there in making this investment decision and on no other documents or communications. Forward-Looking Statements. This provision is being included in connection with the safe harbor provision of the Private Securities Litigation Reform Act. The Investor Documents contain forward-looking statements. Such statements are based upon management’s current expectations, beliefs, and assumptions about future events, and are other than statements of historical fact and involve a number of risks and uncertainties. The use in the Investor Documents of words such as “believes,” “anticipates,” “expects,” “intends” and similar1
expressions are intended to identify forward-looking statements, but are not the exclusivemeans of identifying such statements. In addition to those factors discussed in the InvestorDocuments, important factors that could cause actual results to differ materially from those inforward-looking statements are, among others, the market’s acceptance of the Company’sservices and products, competition and the availability of financing.7. Binding Effect and Irrevocability. It is understood that this Subscription Agreement is notbinding on the Company unless and until it is accepted by the Company as evidenced bycountersignature below. The Company reserves the right to reject any subscriptionagreement for any reason or no reason at all – and the Company is not required to give anyreason. Investor agrees that this Subscription Agreement shall be irrevocable.8. Bylaws. As a condition of the Company selling the requested units to Investor, Investoragrees to sign and be bound by the Company Bylaws.9. Stock Transfer Restrictions. Shareholders cannot sell or otherwise transfer common stockunless otherwise permitted under this Agreement. At any time, transfers may be made to theCompany if the Company agrees to accept such transfer. At any time, transfers may be madeto Leonhardt Ventures if it agrees to accept such transfer. At any time, transfers may be madeto third parties if Leonhardt Ventures, in its sole discretion, consents to such transfer inwriting. Transfers are permitted to certain corporate affiliates of a Shareholder if theCompany agrees to accept such transfer. Transfers may be made to other Shareholders if thetransfer occurs 18 months after the shares are acquired and otherwise complies with therequirements of this Agreement.After three years from the date of the Shareholders Agreement, Shareholders may transfershares to third parties. Notwithstanding the foregoing, the Company shall have the exclusivefirst right to purchase all or any portion of such shares. Investor will notify the Company inwriting by overnight delivery of the existence and terms of any proposed sale (or transfer forconsideration) of the Securities to a third party (“Notice”), and hereby grants the Company aright to acquire some or all of those Securities on the same terms within thirty (30) days ofthe Notice. Investor agrees that all such proposed sales or transfers will be negotiated ingood faith as arms'-length transactions.In the event the Company elects not to purchase all or any portion of such shares, LeonhardtVentures shall have the right to purchase all shares not purchased by the Company on thesame terms within sixty (60) days of the Notice. In the event the Company and/or LeonhardtVentures, alone or collectively, do not agree to purchase all of the shares offered by aShareholder, such Shareholder shall have the right to sell the remaining shares to the thirdparty pursuant to the terms of the proposed sale.2
In the event of an initial public offering or direct public offering of the Company’s commonstock, each Shareholder will be subject to a customary “lock-up” agreement as requested bythe managing underwriter of the offering, up to a maximum of 180 days provided thatLeonhardt Ventures also agrees to the terms of such “lock-up” agreement (a “lock-up”agreement is a temporary restriction on stock sales and related transactions for a period oftime after an offering commences).The stock transfer provisions will terminate upon the consummation of an initial publicoffering or direct public offering of the Company’s common stock, if ever. Although theCompany may attempt to conduct one or more public offerings of common stock in thefuture, the decision to proceed with any public offering shall be made solely by theCompany’s Board of Directors at its sole discretion. The Company has no obligation toconduct any public offering of its common stock, and there can be no assurance that a publicoffering will ever be attempted or consummated.All shares issued under this Agreement are governed by the Securities Act of 1933 rule 144.In the event a Shareholder attempts to transfer his or her shares in violation of any of thetransfer restrictions contained in this Agreement as determined in good faith by theCompany’s Board of Directors, such transfer will be null and void. In addition, the Companyand Leonhardt Ventures shall have the right, in their sole discretion, to purchase the sharessubject to the improper transfer on the same terms as the purchaser.9.1. Required Sale by Shareholders (Drag-Along Rights). The Shareholders can berequired by Leonhardt Ventures at its election to sell all or a portion of their shares ofcommon stock to a third party if (i) Leonhardt Ventures (together with its affiliates)proposes to sell at least one-third of the total issued and outstanding shares of commonstock of the Company to such third party, and (ii) a fairness opinion of an investmentbank or valuation firm is obtained indicating the fairness of the proposed transaction tothe Shareholders. Shareholders may be required to enter into an agreement to make suchsale of their shares in accordance with the requirements of this Agreement. The dragalong rights provisions will terminate upon the consummation of a public offering of theCompany’s common stock, if ever.9.2. Optional Sale by Shareholders (Tag-Along Rights). In the event that LeonhardtVentures proposes to sell at least twenty percent or more of the Company’s outstandingshares of common stock to a third party, the Shareholders, in accordance with andpursuant to the terms of the Shareholders Agreement, will have the option to sell apercentage of their shares to such third party, which percentage shall equal the thenpercentage of Leonhardt Venture’s shareholdings that it is proposing to sell in such3
transaction at the price and upon such terms that Leonhardt Ventures is proposing to sellits shares. The tag-along rights provisions will terminate upon the consummation of apublic offering of the Company’s common stock, if ever.10. Representations and Warranties. As a condition to receiving the Securities, Investorwarrants, represents and certifies as follows:10.1. Name and Address. Investor's full name and residential address is as it appears at thebottom of this Agreement.10.2. Investor Documents. Investor has carefully reviewed the following InvestorDocuments: the Company’s Private Placement Memorandum. Investor has receivedthe Investor Documents, has carefully read each Investor Document and its appendices,and has relied only on the information contained there in making this investmentdecision.10.3. Purchase for Own Account. Investor is purchasing the Securities in his/her/its ownname and for his/her/its own account (or for a trust account if he/she/it is a trustee), andno other person has any interest in (or right with respect to) the Securities, nor hasInvestor agreed to give any person any such interest or right in the future. Investor isacquiring the Securities for investment and not with a view to, or for sale in connectionwith, any distribution of the Securities.10.4. No Registration. Investor recognizes that the Securities have not been registeredunder the Federal Securities Act of 1933 (or any other securities law) or qualified underthe California Corporate Securities Law of 1968 (or any other securities law), that anydisposition of the Securities is subject to restrictions imposed by federal and state law,and that the certificates representing the Securities may bear a restrictive legend.10.5. Risk of No Exemption. Investor also recognize that he/she/it cannot dispose of theSecurities absent registration and qualification, or an available exemption fromregistration and qualification, and that no undertaking has been made with regard toregistering or qualifying the Securities in the future. Investor understands that theavailability of an exemption in the future will depend in part on circumstances outsideInvestor's control and that Investor may be required to hold the Securities for asubstantial period.10.6. No Public Market. Investor recognizes that no public market exists with respect to theSecurities and no representation has been made to Investor that such a public marketwill exist at a future date.4
10.7. No Endorsement by Securities Regulators. Investor understands that no federal orstate agency with authority to regulate the sales of securities has made any finding ordetermination relating to the fairness for investment of the Securities offered by theCompany and that these agencies have not and will not recommend or endorse theSecurities.10.8. No Advertisements. Investor has not seen or received any advertisement or generalsolicitation with respect to the sale of the Securities.10.9. Accredited Investor Status. At least one of the following is true:Investor is a natural person (an individual) with an income in excess of 200,000 ineach of the two most recent years or joint income with my spouse in excess of 300,000 for those years and a reasonable expectation of the same income level inthe current year;Investor is a natural person (an individual) with a net worth individually or jointlywith my spouse in excess of 1 million, excluding any positive equity in his/herpersonal residence (but subtracting any negative equity), and including all otherinvestments, property and other assets.A director, executive officer or general partner of the Company;A corporation, partnership, business trust or charitable organization with assets inexcess of 5 million that was not formed to acquire securities offered by theCompany;An entity in which all the equity owners are accredited investors;A bank, a savings and loan association, a broker or dealer registered pursuant toSection 15 of the Securities Exchange Act of 1934, an insurance company, aninvestment company registered under the Investment Company Act of 1940, abusiness development company as defined in Section 2(a)(48) of that Act, a SmallBusiness Investment Company licensed by the U.S. Small Business Administrationunder section 301(c) or (d) of the Small Business Investment Act of 1958, a privatebusiness development company as defined in Section 202(a)(22) of the InvestmentAdvisors Act of 1940;5
An employee benefit plan a) either established and maintained by a governmententity or governed by the Employee Retirement Income Security act of 1974(ERISA) and in either case with total assets in excess of 5 million, or b) governedby ERISA and where investment decisions are either made by a bank, savings andloan association, insurance company, or registered investment adviser or, if a selfdirected plan, with investment decisions made solely by persons that are accreditedinvestors;A trust with assets of at least 5 million, not formed to acquire securities offered bythe Company, and whose purchases are directed by a sophisticated person who,either alone or with his/her independent purchaser representative, has suchknowledge and experience in financial and business matters that he/she is capable ofevaluating the merits and risks of a prospective investment.10.10. Liquidity. Investor has no need for liquidity with respect to this investment.10.11. Opportunity for Questions. Investor acknowledges that before this transactionInvestor has been given the opportunity to ask questions concerning the Securitiesand the investment as Investor felt necessary or advisable, and to the extent Investortook advantage of that opportunity, Investor received satisfactory information andanswers.10.12. Risk. In reaching the decision to invest, Investor has carefully evaluated his/her/itsfinancial resources and investment position and the risks associated with thisinvestment, and Investor acknowledges that he/she/it is able to bear the economicrisks of this investment. BY ELECTING TO PARTICIPATE IN THISINVESTMENT, INVESTOR REALIZES THAT IT IS POSSIBLE THATHE/SHE/IT MAY LOSE THE ENTIRE INVESTMENT. Investor furtheracknowledges that his/her/its financial condition is such that Investor is not under anypresent necessity or constraint to dispose of the Securities to satisfy any existing orcontemplated debt or undertaking.10.13. Advice of Counsel. Investor acknowledges that any legal counsel for the Companyis legal counsel solely for the Company regarding this investment and not forInvestor, and that Investor may want to have his/her/its own legal counsel review thisAgreement before signing. Investor acknowledges that any accounting firm for theCompany is the accounting firm solely for the Company and not for Investor, and thatInvestor may want to have his/her/its own accountant review this Agreement beforesigning.6
10.14. Change in Circumstances. All information which Investor has provided to theCompany concerning himself/herself, his/her/its financial position, and his/her/itsknowledge of financial and business matters is correct and complete as of the date setforth below and, if there should be any material change in such information prior tohis/her/its having paid his/her/its subscription in full, that he/she/it must immediatelyprovide the Company with such information and Company has the right to terminatethis Subscription Agreement without penalty.10.15. Dilution. Investor understands that the Company may decide to issue additionalequity in the future and that if that happens the percentage of ownership that eachowner holds of the Company will be decreased.11. Arbitration. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TOTHIS AGREEMENT OR THE SECURITIES THAT INVOLVES THE COMPANY, ITSPRINCIPALS, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, BROKERS,ATTORNEYS OR AGENTS -- INCLUDING FEDERAL AND STATE STATUTORYCLAIMS -- SHALL BE SETTLED EXCLUSIVELY BY ARBITRATION IN SANFRANCISCO, CALIFORNIA IN ACCORDANCE WITH THE COMMERCIAL RULESOF THE AMERICAN ARBITRATION ASSOCIATION, AND JUDGMENT UPON THEAWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURTHAVING JURISDICTION. INVESTOR ACKNOWLEDGES THAT ARBITRATIONPRECLUDES THE RIGHT TO A JURY. TO THE EXTENT ALLOWED BY LAW, THEPARTIES AGREE THAT CLASS-ACTION ARBITRATION IS SPECIFICALLYPROHIBITED.12. Indemnification. Investor agrees to indemnify, defend, hold harmless and pay all fees andexpenses (including but not limited to attorneys' fees, costs and expert costs) that are incurredby, and all judgments and claims made against, the Company and its affiliates and theirowners, officers, directors, managers, partners, employees, agents and counsel, for anyliability that is incurred as a result of any misrepresentation or omission made by or breach ofany warranty of Investor.13. Termination of the Shareholders Agreement. This Agreement (except for certainrequirements that stock transfers comply with law) will terminate upon the earlier of (i) theaggregate holdings of Leonhardt Ventures (and its affiliates) and the Shareholders then partyto a Shareholders Agreement entered into in connection with this Offering are less than 30%of the total issued and outstanding shares of common stock, (ii) approval of termination byLeonhardt Ventures and the holders of greater than fifty percent of the aggregate numbershares of common stock then held by the Shareholders, (iii) consummation of areorganization, merger, or consolidation of, or any sale, transfer, conveyance or disposition7
of all or substantially all of the assets of the Company or other form of corporate transaction,in each case, with respect to which persons who were the shareholders of the Companyimmediately prior to such reorganization, merger or consolidation, sale of assets or othertransaction do not, immediately thereafter, own more than 50% of the combined votingpower entitled to vote generally in the election of directors of the reorganized, merged,consolidated or asset-acquiring company’s then outstanding voting securities, (iv) the tenthannual anniversary of the date of this Agreement, or (v) the complete liquidation anddissolution of the Company.14. General Provisions.14.1. Whole Agreement. This Agreement contains the entire understanding of the partiesand supersedes all prior oral and written agreements, understandings, commitments,representations and practices between the parties.14.2. Authority. The undersigned warrants that he/she has full legal authority to sign forhis/her respective party and that such party is lawfully empowered to enter into thisAgreement.14.3. Successors. Except as may be otherwise specified in this Agreement, this Agreementwill inure to the benefit of and be binding on any successors or assigns of either party.14.4. Invalidity. If any portion of this Agreement is found to be invalid, then the narrowestsegment possible of that portion shall be held to be excised from this Agreement, andthe remainder of this Agreement will continue in full force and effect.14.5. Modification and Waiver. This Agreement may not be modified except by a writingsigned by the parties. No waiver of this Agreement will be effective unless made by asigned writing. No waiver will be a continuing waiver unless so stated in a signedwriting.14.6. Assignment. Neither party may assign its rights under this Agreement without theprior written consent of the other party.14.7. Governing Law. This Agreement shall be governed by and interpreted under the lawsof the State of California, excluding its conflicts-of-law provisions.14.8. Venue. Any litigation or arbitration arising from or relating to this Agreement shall bebrought exclusively in the venue proper for an individual residing in San Francisco,California and the parties agree that any action relating to or arising out of this8
Agreement shall be instituted and prosecuted only in those courts. The Parties herebyexpressly waive any right to a change in venue and any and all objections to thejurisdiction of those state and federal courts.14.9. Construction. Each Party and/or the respective attorneys of each Party, has carefullyreviewed, or has had an opportunity to review, this Agreement. Accordingly, theParties agree that the normal rule of construction that any ambiguities are to be resolvedagainst the drafting Party shall not be utilized in the interpretation of this Agreement.14.10. Counterparts. This Agreement may be executed in counterparts and by faxedsignatures, and each counterpart shall be considered a duplicate original of the parties'Agreement.Date:, 20Signature of Investor(Please type or print name of Investor as it appears above)Social Security or Employer Identification Number of InvestorStreet AddressCityStateZipIf Investor has a spouse and Investor wants the spouse’s name to also appear on theownership certificate, Investor’s spouse must complete the following:Date:, 20Signature of Investor's Spouse(Please type or print name of Investor's Spouse as it appears9
Social Security or Employer Identification Number of Investor'sSpouseStreet Address of Investor's Spouse (if applicable)CityStateZip**IMPORTANT**Please print below exactly how you want your name(s) listed onyour certificate:COMPANY ACCEPTANCEBy:Title:Date:, 2010
Exhibit CSecond Heart Assist, Inc.ACCREDITED INVESTOR QUESTIONNAIRERule 506, accredited-investors only offering1. RETURN OF FORM. All responses will be kept confidential. After you complete and signthis form, please mail, fax or email it to:Howard Leonhardt, Chairman & Chief Executive Officer4FDPOE )FBSU "TTJTU *OD 8 FGGFSTPO #MWE -PT "OHFMFT " Telephone: ( ) - Email: hMFPOIBSEU!BPM DPN (CC [email protected])Web Site: XXX TFDPOEIFBSUBTTJTU DPN2. PERSON COMPLETING THIS FORMa. Name: (First, Middle Initial, Last):b. Date of Birth:c. Home Address:d. State in which you are registered to vote:e. Home Telephone:f. Cell Phone:g. Email Address:h. Business/Profession:i. Title:j. Company Name:k. Employed Since:l. Business Address:m. Business Telephone:1
3. CONTACT METHOD FOR COMMUNICATIONS. To which place would you prefer thatcommunications be sent?Home AddressBusiness AddressEmail AddressOther (please specify):4. ENTITY INFORMATION. If you are submitting this form on behalf of an entity(corporation, limited liability company, etc.), employee benefit plan or trust with assets of atleast 5 million, please complete the following:a. Name of entity, plan or trust:b. Name of state where entity, plan or trust was formed:and check any of the following boxes that apply:The undersigned is a corporation, partnership, business trust or charitableorganization with assets in excess of 5 million that was not formed to acquiresecurities offered by the company presenting this questionnaire;The undersigned is a bank, a savings and loan association, a broker or dealerregistered pursuant to Section 15 of the Securities Exchange Act of 1934, aninsurance company, an investment company registered under the InvestmentCompany Act of 1940, a business development company as defined in Section2(a)(48) of that Act, a Small Business Investment Company licensed by the U.S.Small Business Administration under section 301(c) or (d) of the Small BusinessInvestment Act of 1958, a private business development company as defined inSection 202(a)(22) of the Investment Advisors Act of 1940;The undersigned is an employee benefit plan a) either established and maintainedby a government entity or governed by the Employee Retirement Income Securityact of 1974 (ERISA) and in either case with total assets in excess of 5 million, orb) governed by ERISA and where investment decisions are either made by a bank,savings and loan association, insurance company, or registered investment adviseror, if a self-directed plan, with investment decisions made solely by persons thatare accredited investors;The undersigned is a trust with assets of at least 5 million, not formed to acquiresecurities offered by the company presenting this questionnaire, and whosepurchases are directed by a sophisticated person who, either alone or with his/herindependent purchaser representative, has such knowledge and experience infinancial and business matters that he/she is capable of evaluating the merits andrisks of a prospective investment.If you have checked any of these items, please skip to the signature lines at the bottom.2
5. OVERALL INVESTMENT OBJECTIVES. Please rank your investment objectives from 1through 4 in order of priority; 1 being the highest:GrowthCurrent IncomeTax DeferralLiquidity6.RISK TOLERANCE. Please check one :AggressiveModerateConservative7.SPECULATION. Do your investment objectives allow speculation?No Yes8.ACCREDITED INVESTOR STATUS; please check every item that applies:My net worth (either individually or with my spouse, if any), excluding the valueof my personal residence 1 but including all other investments, property and otherassets, is at least 1,000,000.My individual annual income was at least 200,000 in each of the two most recentyears, and I expect such income in the current year.My annual income, jointly with my spouse, was at least 300,000 in each of thetwo most recent years, and I expect such income in the current year.The undersigned is signing for an entity and all of the entity's equity owners meetat least one of the three tests listed above.The undersigned is signing for an organization not formed for the specific purposeof acquiring the securities offered with total assets in excess of 5,000,000;The undersigned is a revocable trust created by the undersigned for his or her ownbenefit who meets at least one of the first three tests listed above.9. EDUCATION. Please list your highest level of education and any degrees (including field ifapplicable) that you have received::10. LICENSES. Please list any job-related licenses that you hold or have held in the past:1The “value of primary residence” is excluded from the net worth calculation. Any mortgage secured by the primaryresidence up to its fair market value may also be excluded. However, indebtedness secured by the residence inexcess of the value of the home should be considered a liability and deducted from the investor’s net worth.3
11. JOB EXPERIENCE. Please briefly summarize any job experience that you have had thatmay show familiarity with business matters and/or investments:12. PRIMARY SOURCE OF INCOME:InvestmentsCompensation13. PRIOR INVESTMENT EXPERIENCE. I have experience as an investor in (please check allthat apply):Stocks which are listed on a national securities exchange.Mutual funds which hold a portfolio primarily consisting of stocks.Taxable bonds or other debt instruments.Tax exempt bonds.Partnerships, limited liability companies, corporations which invest in real estateor real estate investment trusts (REITs).Other types of investments not mentioned in any of the previous categories (pleasedescribe):14. PORTFOLIO. Please estimate the percentage of your assets that you currently have in eachcategory:Stocks (including mutual funds)BondsCertificates of Deposit/Loans/Savings AccountsPrincipal ResidenceVacation Home(s)Rental PropertyOwnership of business(es) in which you are actively involvedOther100%Date:Sign Name:Print Name:Name of Entity, Pension Plan or Trust, if applicable:4
Exhibit DSecond Heart Assist, Inc.INVESTOR CERTIFICATERule 506, accredited-investors only offeringThis investor certificate (“Certificate”) sets out the agreement between the undersigned investor(“Investor”), and Second Heart Assist Inc. (“Company”) regarding Investor's investment in theCompany effective , 20 .Investor will provide 100,000 in cash to the Company in exchange for 25,0 shares of the Corporation’s common stock (“Securities”).As a condition to receiving the Securities, Investor warrants, represents and certifies as follows:1. Name and Address. Investor’s full name and residential address is as it appears at thebottom of this Certificate.2. Investor Documents. Investor has carefully reviewed the following Investor Documents:the Company’s Private Placement Memorandum dated and theCompany’s Bylaws dated June 13, 2013. Investor has received the Investor Documents, hascarefully read each Investor Document and any schedules or exhibits, and represents andwarrants that Investor has relied only on the information contained there in making thisinvestment decision and on no other documents or communications.3. Forward-Looking Statements. This provision is being included in connection with the safeharbor provision of the Private Securities Litigation Reform Act. The Investor Documentscontain forward-looking statements. Such statements are based upon management’s currentexpectations, beliefs, and assumptions about future events, and are other than statements ofhistorical fact and involve a number of risks and uncertainties. The use in the InvestorDocuments of words such as “believes,” “anticipates,” “expects,” “intends” and similarexpressions are intended to identify forward-looking statements, but are not the exclusivemeans of identifying such statements. In addition to those factors discussed in the InvestorDocuments, important factors that could cause actual results to differ materially from those inforward-looking statements are, among others, the market’s acceptance of the Company’sservices and products, competition and the availability of financing.4. Purchase for Own Account. Investor is purchasing the Securities in his/her/its own nameand for his/her/its own account (or for a trust account if he/she/it is a trustee), and no otherperson has any interest in (or right with respect to) the Securities, nor has Investor agreed togive any person any such interest or right in the future. Investor is acquiring the Securities for1
investment and not with a view to, or for sale in connection with, any distribution of theSecurities.5. No Registration. Investor recognizes that the Securities have not been registered under theFederal Securities Act of 1933 (or any other securities law) or qualified under the CaliforniaCorporate Securities Law of 1968 (or any other securities law), that any disposition of theSecurities is subject to restrictions imposed by federal and state law, and that the certificatesrepresenting th
the Company’s Private Placement Memorandum. Investor has received the Investor Documents, has carefully read each Investor Document and any schedules or exhibits, and represents and warrants that Investor has relied only on the information contained there in making this investm
