1 EXHIBIT 99.3 CARDIOVASCULAR DYNAMICS, INC. STOCK OPTION AGREEMENT RECITALS A. The Board has adopted the Plan for the purpose of providing additional incentive to selected Employees, consultants and other independent advisors to continue in the...Stock Option Agreement • December 12th, 1997 • Cardiovascular Dynamics Inc • Surgical & medical instruments & apparatus • California
AGREEMENTLicense Agreement • September 30th, 2003 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • California
1 EXHIBIT 2.3 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • November 12th, 1996 • Cardiovascular Dynamics Inc • Surgical & medical instruments & apparatus • California
EXHIBIT 10.41 ENDOLOGIX, INC. INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT is made as of October 1, 2002, between Endologix, Inc., a Delaware corporation (the "Company"), and____________________ ("Indemnitee"), an officer and/or member of...Indemnification Agreement • November 13th, 2002 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • Delaware
Exhibit 99.1 STOCK PURCHASE AGREEMENT Endologix, Inc. 13900 Alton Parkway, Suite 122 Irvine, CA 92618 Ladies & Gentlemen: The undersigned, Federated Kaufmann Fund a portfolio of Federated Equity Funds (the "Investor"), hereby confirms its agreement...Stock Purchase Agreement • July 21st, 2003 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • New York
EXHIBIT 10.48 STOCK PURCHASE AGREEMENT Endologix, Inc. 13900 Alton Parkway, Suite 122 Irvine, CA 92618 Ladies & Gentlemen: The undersigned, Wasatch Funds, Inc. on behalf of Wasatch Micro Cap Fund (the "Investor"), hereby confirms its agreement with...Stock Purchase Agreement • July 8th, 2005 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • New York
R E C I T A LEmployment Agreement • March 29th, 2001 • Radiance Medical Systems Inc /De/ • Surgical & medical instruments & apparatus • California
AGREEMENTSupply Agreement • November 9th, 2006 • Endologix Inc /De/ • Surgical & medical instruments & apparatus
R E C I T A LEmployment Agreement • March 31st, 1999 • Radiance Medical Systems Inc /De/ • Surgical & medical instruments & apparatus • California
ENDOLOGIX, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent INDENTURE Dated as of February 24, 2020 5.0% Voluntary Convertible Senior Secured Notes due 2024Indenture • February 24th, 2020 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • New York
INDENTURE dated as of February 24, 2020 between ENDOLOGIX, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) having its principal office at 11 Studebaker, Irvine, California 92618, and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee,” as more fully set forth in Section 1.01) and as Collateral Agent (as defined herein).
UNDERWRITING AGREEMENTUnderwriting Agreement • August 24th, 2000 • Radiance Medical Systems Inc /De/ • Surgical & medical instruments & apparatus • New York
AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 8, 2002 BY AND AMONG RADIANCE MEDICAL SYSTEMS, INC.,Merger Agreement • March 27th, 2002 • Radiance Medical Systems Inc /De/ • Surgical & medical instruments & apparatus • California
R E C I T A LEmployment Agreement • March 26th, 2004 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • California
ARTICLE 1. DEFINITIONS AND INTERPRETATIONLoan Agreement • March 27th, 2002 • Radiance Medical Systems Inc /De/ • Surgical & medical instruments & apparatus • California
R E C I T A LEmployment Agreement • September 11th, 2000 • Radiance Medical Systems Inc /De/ • Surgical & medical instruments & apparatus • California
EXHIBIT 10.34.5 BEBIG GmbH Amendment V ---------------------------------------- ----------------------------------------License Agreement • March 27th, 2002 • Radiance Medical Systems Inc /De/ • Surgical & medical instruments & apparatus
EXHIBIT 10.42.1 Each of the parties identified in the table below is party to an employment agreement with Endologix, Inc. in the form attached as Exhibit 10.42. Each party's employment agreement is identical except for such party's base salary and...Employment Agreement • March 27th, 2003 • Endologix Inc /De/ • Surgical & medical instruments & apparatus
Each of the parties identified in the table below is party to an employment agreement with Endologix, Inc. in the form attached as Exhibit 10.42. Each party's employment agreement is identical except for such party's base salary and position, each of which is set forth in the table below.
RECITALSEmployment Agreement • March 27th, 2002 • Radiance Medical Systems Inc /De/ • Surgical & medical instruments & apparatus
2,700,000 Shares Endologix, Inc. Common Stock PURCHASE AGREEMENTPurchase Agreement • May 31st, 2012 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • New York
Endologix, Inc., a Delaware corporation (the “Company”) proposes to sell to Piper Jaffray & Co. (the “Underwriter”) an aggregate of 2,700,000 shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company. The Company has also granted to the Underwriter an option to purchase up to 405,000 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”
RECITALSEmployment Agreement • April 14th, 2000 • Radiance Medical Systems Inc /De/ • Surgical & medical instruments & apparatus
ENDOLOGIX, INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • August 13th, 2019 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • New York
As further set forth in this agreement (this “Agreement”), Endologix, Inc., a company organized under the laws of Delaware (the “Company”), proposes to issue and sell from time to time through Piper Jaffray & Co. (the “Agent”), as sales agent, the Company’s common stock, par value $0.001 per share (the “Common Stock”) (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of shares of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.
1 OEM AGREEMENTOem Agreement • October 21st, 1996 • Cardiovascular Dynamics Inc • Surgical & medical instruments & apparatus • Minnesota
RECITALSEmployment Agreement • May 2nd, 2001 • Radiance Medical Systems Inc /De/ • Surgical & medical instruments & apparatus
RECITALSEmployment Agreement • April 14th, 2000 • Radiance Medical Systems Inc /De/ • Surgical & medical instruments & apparatus
1 Exhibit 10.35 LICENSE AGREEMENT This License Agreement ("Agreement") is made as of the 28 day of July, 1999 (the "Effective Date") by and between Radiance Medical Systems, Inc., a Delaware corporation ("RMS") with its principal place of business...License Agreement • April 14th, 2000 • Radiance Medical Systems Inc /De/ • Surgical & medical instruments & apparatus • California
EXHIBIT 99.1 STOCK PURCHASE AGREEMENT ------------------------ Endologix, Inc. 13900 Alton Parkway, Suite 122 Irvine, CA 92618 Ladies & Gentlemen: The undersigned, S.A.C. Capital Associates, LLC (the "Investor"), hereby confirms its agreement with you...Stock Purchase Agreement • March 10th, 2004 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • New York
ENDOLOGIX, INC. Common Stock ($0.001 par value per share) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENTAt-the-Market Equity Offering Sales Agreement • May 31st, 2018 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • New York
Endologix, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”), as sales agent and/or principal (“Agent”), shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000 on the terms set forth in Section 2 of this At-The-Market Equity Offering Sales Agreement (the “Agreement”). The Company agrees that whenever it determines to sell Shares directly to the Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3.
RECITALSEmployment Agreement • March 27th, 2002 • Radiance Medical Systems Inc /De/ • Surgical & medical instruments & apparatus
CREDIT AGREEMENTCredit Agreement • March 5th, 2010 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • California
THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of October 30, 2009, by and between ENDOLOGIX, INC. (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2019 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”), effective as of January 7, 2019 (the “Effective Date”), is entered into by and between ENDOLOGIX, Inc., a Delaware corporation (the “Company”), and Mr. John Zehren (the “Executive”).
ENDOLOGIX, INC. (a Delaware corporation) 2.25% Convertible Senior Notes due 2018 UNDERWRITING AGREEMENTUnderwriting Agreement • December 6th, 2013 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • New York
The undersigned, a stockholder and an officer and/or director of Endologix, Inc., a Delaware corporation (the “Company”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering (the “Public Offering”) of $75,000,000 aggregate principal amount of the Company’s Convertible Senior Notes (the “Securities”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the Underwriting Agreement (the “Lock-up Period”), the undersigned will not, wi
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 10th, 2018 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 9, 2018, by and among Endologix, Inc., a Delaware corporation (the “Company”), and Deerfield Private Design Fund IV, L.P., Deerfield Partners, L.P. and Deerfield Private Design Fund III, L.P. (each individually, a “Lender” and together, the “Lenders”).
EXHIBIT 10.38 December 18, 2001 David M. Richards 26741 Estanciero Dr. Mission Viejo, CA 92691 Re: Severance Agreement Dear David: The purpose of this agreement is to document the terms and conditions of the severance package to which you shall be...Severance Agreement • March 27th, 2002 • Radiance Medical Systems Inc /De/ • Surgical & medical instruments & apparatus
6,061,000 Shares Common Stock ($0.001 par value per share) ENDOLOGIX, INC. PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 1st, 2006 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • New York
Endologix, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to certain investors (collectively, the “Investors”) up to an aggregate of 6,061,000 shares (the “Shares”) of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”). The Company desires to engage Canaccord Adams Inc. as its exclusive placement agent (the “Placement Agent”) in connection with the issuance and sale of the Shares. The Shares are described more fully in the Prospectus that is referred to below.
1 EXHIBIT 2 ASSETS SALE AND PURCHASE AGREEMENTAssets Sale and Purchase Agreement • February 5th, 1999 • Radiance Medical Systems Inc /De/ • Surgical & medical instruments & apparatus • Delaware
