Exhibit 99.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("AGREEMENT") is made as of February 6, 2006, at San Diego, California among LPATH, INC., a Nevada corporation (the "Company"), and GARY J. G. ATKINSON ("Employee") with reference to the...Employment Agreement • March 29th, 2006 • Lpath, Inc • Blank checks • California
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 22nd, 2014 • Lpath, Inc • Biological products, (no disgnostic substances)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 19, 2014, between Lpath, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT LPATH, INC.Security Agreement • September 22nd, 2014 • Lpath, Inc • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after September , 2014 (the “Initial Exercise Date”) and on or prior to the close of business on August 23, 2018 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Lpath, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued by the Company as of the date hereof pursuant to Section 1 of the Engagement Agreement, dated September 14, 2014, between the Company and Maxim Group LLC.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 22nd, 2014 • Lpath, Inc • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 19, 2014, between Lpath, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Apollo Endosurgery, Inc. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20__ Debt SecuritiesIndenture • May 5th, 2021 • Apollo Endosurgery, Inc. • Surgical & medical instruments & apparatus • New York
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • January 3rd, 2017 • Apollo Endosurgery, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of [date], between Apollo Endosurgery, Inc., a Delaware corporation (the “Company”), and [Insert name of Indemnitee] (“Indemnitee”).
Exhibit 99.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of January 1, 2006, at San Diego, California among LPATH, INC., a Nevada corporation (the "Company"), and SCOTT R. PANCOAST ("Employee") with reference to the...Employment Agreement • March 29th, 2006 • Lpath, Inc • Blank checks • California
par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • December 4th, 2017 • Apollo Endosurgery, Inc. • Surgical & medical instruments & apparatus • New York
Apollo Endosurgery, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
PRE-FUNDED COMMON STOCK PURCHASE WARRANT APOLLO ENDOSURGERY, INC.Pre-Funded Common Stock Purchase Warrant • July 22nd, 2020 • Apollo Endosurgery, Inc. • Surgical & medical instruments & apparatus • New York
This Pre-Funded Warrant to Purchase Common Stock (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July , 2020 (the “Initial Exercise Date”) until this Warrant is exercised in full or earlier terminated in accordance with Section 2(f) or 3(d) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Apollo Endosurgery, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Apollo Endosurgery, Inc. and _____________, As Warrant Agent Form of Preferred Stock Warrant Agreement Dated As Of __________Preferred Stock Warrant Agreement • May 5th, 2021 • Apollo Endosurgery, Inc. • Surgical & medical instruments & apparatus • New York
This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between Apollo Endosurgery, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
Apollo Endosurgery, Inc. and _____________, As Warrant Agent Form of Common Stock Warrant Agreement Dated As Of __________Common Stock Warrant Agreement • May 5th, 2021 • Apollo Endosurgery, Inc. • Surgical & medical instruments & apparatus • New York
This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between Apollo Endosurgery, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 11th, 2008 • Lpath, Inc • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 12, 2008, among Lpath, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Apollo Endosurgery, Inc. and _____________, As Warrant Agent Form of Debt Securities Warrant Agreement Dated As Of __________Warrant Agreement • May 5th, 2021 • Apollo Endosurgery, Inc. • Surgical & medical instruments & apparatus • New York
This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between Apollo Endosurgery, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • August 16th, 2019 • Apollo Endosurgery, Inc. • Surgical & medical instruments & apparatus • New York
SUBSIDIARY GUARANTEE, dated as of August 7, 2019 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Apollo Endosurgery, Inc., a Delaware corporation (the “Company”) and the Purchasers.
Exhibit 10.1 -- Shareholder Agreement Jeffrey Chad Guidry Address JCG, Inc. 8425 Bay Point Dr. Las Vegas, NV 89128 Re: Shareholder Agreement with JCG, Inc. Gentlemen: In consideration of the sale of the shares of Common Stock of JCG, Inc. (the...Shareholder Agreement • July 16th, 2003 • JCG Inc
In consideration of the sale of the shares of Common Stock of JCG, Inc. (the "Company") to the undersigned (the "Holder"), the Holder hereby represents, warrants, covenants and agrees, for the benefit of the Company and any holders of record (the "third party beneficiaries") of the Company's outstanding securities, including the Company's Common Stock, $0.001 par value (the "Stock") at the date hereof and during the pendency of this letter agreement, that the Holder will not transfer, sell, contract to sell, devise, gift, assign, pledge, hypothecate, distribute or grant any option to purchase or otherwise dispose of, directly or indirectly, his 360,000 shares of Stock of the Company owned beneficially or otherwise by the Holder except in connection with or following completion of a merger, acquisition or other transaction of or by the Company meeting the definition of a business combination as defined in the Company's registration statement on Form 10-SB or otherwise complying with the
8,400,000 Shares1 Apollo Endosurgery, Inc. Common Stock PURCHASE AGREEMENTPurchase Agreement • October 14th, 2021 • Apollo Endosurgery, Inc. • Surgical & medical instruments & apparatus • New York
Apollo Endosurgery, Inc., a Delaware corporation (the “Company”) proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 8,400,000 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 several Underwriters an option to purchase up to 1,260,000 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 (this “Agreement”) are herein collectively called the “Securities.”
LPATH, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 18th, 2010 • Lpath, Inc • Biological products, (no disgnostic substances)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 16, 2010, between Lpath, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT LPATH, INC.Security Agreement • June 29th, 2007 • Lpath, Inc • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Lpath, Inc., a Nevada corporation (the “Company”), up to shares (the “Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 21st, 2014 • Lpath, Inc • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement, dated July , 2014, is made between Lpath, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 16th, 2019 • Apollo Endosurgery, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 7, 2019, between Apollo Endosurgery, Inc. a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
AGREEMENT AND PLAN OF MERGER among BOSTON SCIENTIFIC CORPORATION, TEXTILE MERGER SUB, INC. and APOLLO ENDOSURGERY, INC. Dated as of November 29, 2022Merger Agreement • November 30th, 2022 • Apollo Endosurgery, Inc. • Surgical & medical instruments & apparatus • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of November 29, 2022 (this “Agreement”), among Boston Scientific Corporation, a Delaware corporation (“Parent”), Textile Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Apollo Endosurgery, Inc., a Delaware corporation (the “Company” and together with Parent and Merger Sub, collectively, the “parties” and each individually a “party”). All capitalized terms used in this Agreement will have the meanings assigned to such terms in Section 9.03 or as otherwise defined elsewhere in this Agreement.
NEITHER THIS SECURITY NOR THE COMMON STOCK INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Convertible Security Agreement • August 16th, 2019 • Apollo Endosurgery, Inc. • Surgical & medical instruments & apparatus • New York
THIS 6.0% CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 6.0% Convertible Debentures of Apollo Endosurgery, Inc., a Delaware corporation (the “Company”), having its principal place of business at 1120 South Capital of Texas Highway Building 1, Suite 300, Austin, TX 78746, designated as its 6.0% Convertible Debenture due August 12, 2024 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
APOLLO ENDOSURGERY, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 8th, 2018 • Apollo Endosurgery, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into this ____ day of _______ 20__, between Apollo Endosurgery, Inc., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
LPATH, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • February 10th, 2012 • Lpath, Inc • Biological products, (no disgnostic substances) • New York
The undersigned (the “Investor”) hereby confirms its agreement with Lpath, Inc., a Nevada corporation (the “Company”), as follows:
LPATH, INC. Class A Common Stock (par value $0.001 per share) At-the-Market Issuance Sales AgreementAt-the-Market Issuance Sales Agreement • March 18th, 2014 • Lpath, Inc • Biological products, (no disgnostic substances) • New York
Lpath, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”), with MLV & Co. LLC (“MLV” or the “Agent”), as follows:
LPATH, INC. · Units Each Consisting of One Share of Common Stock and a Warrant to purchase · Shares of Common Stock PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • December 7th, 2011 • Lpath, Inc • Biological products, (no disgnostic substances) • New York
In addition, the undersigned hereby waives, from the date hereof until the expiration of the ninety (90) day period following the date of the Company’s final prospectus, any and all rights, if any, to request or demand registration pursuant to the Securities Act of 1933, as amended, of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock that are registered in the name of the undersigned or that are Beneficially Owned Shares. In order to enable the aforesaid covenants to be enforced, the undersigned hereby consents to the placing of legends and/or stop transfer orders with the transfer agent of the Common Stock with respect to any shares of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares.
LPATH, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 18th, 2010 • Lpath, Inc • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 16, 2010, among Lpath, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT LPATH, INC.Security Agreement • September 11th, 2008 • Lpath, Inc • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Lpath, Inc., a Nevada corporation (the “Company”), up to shares (the “Warrant Shares”) of Class A common stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 22nd, 2020 • Apollo Endosurgery, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 17, 2020, between Apollo Endosurgery, Inc. a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
LPATH, INC. · Units Each Consisting of One Share of Common Stock and · of a Warrant to purchase One Share of Common Stock PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • December 23rd, 2011 • Lpath, Inc • Biological products, (no disgnostic substances) • New York
In addition, the undersigned hereby waives, from the date hereof until the expiration of the ninety (90) day period following the date of the Company’s final prospectus, any and all rights, if any, to request or demand registration pursuant to the Securities Act of 1933, as amended, of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock that are registered in the name of the undersigned or that are Beneficially Owned Shares. In order to enable the aforesaid covenants to be enforced, the undersigned hereby consents to the placing of legends and/or stop transfer orders with the transfer agent of the Common Stock with respect to any shares of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 22nd, 2020 • Apollo Endosurgery, Inc. • Surgical & medical instruments & apparatus
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 17, 2020, between Apollo Endosurgery, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
LOGO] LpathConsultant Agreement • March 29th, 2006 • Lpath, Inc • Blank checks • California
LPATH, INC. Class A Common Stock (par value $0.001 per share) At-the-Market Issuance Sales AgreementAt-the-Market Issuance Sales Agreement • August 15th, 2013 • Lpath, Inc • Biological products, (no disgnostic substances) • New York
Lpath, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”), with MLV & Co. LLC (“MLV”) and JMP Securities LLC (“JMP”, and collectively with MLV, the “Agents”), as follows:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 18th, 2019 • Apollo Endosurgery, Inc. • Surgical & medical instruments & apparatus • New York
THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of March 15, 2019 (the “Effective Date”) among Solar Capital Ltd., a Maryland corporation with an office located at 500 Park Avenue, 3rd Floor, New York, NY 10022 (“Solar”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and the lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Solar in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), Apollo Endosurgery, Inc., a Delaware corporation (“Parent”), Apollo Endosurgery US, Inc., a Delaware corporation (“Apollo Endo”), Apollo Endosurgery International LLC, a Delaware limited liability company (“Apollo International”), Lpath Therapeutics Inc., a Delaware corporation (“Lpath”; together with Parent, Apollo Endo, Apollo International and Lpath, individually and col
SOLEY, SABORIO & ASOCIADOS Lease Agreement between Zona Franca Coyol S.A. and Apollo Endosurgery S.R.L. -August 2014-Lease Agreement • October 11th, 2016 • Lpath, Inc • Biological products, (no disgnostic substances)
ZONA FRANCA COYOL, S.A., corporate identification card number three- one hundred one- four hundred and twenty thousand five hundred twelve (the “Landlord”), registered in the Mercantile Section of the Public Registry under book five hundred sixty, entry ten thousand three hundred and seventy nine, consecutive one, hereon represented Huber Andre Garnier Kruse, personal identity card number one- four hundred sixteen- one thousand three hundred forty four, and Alvaro Carballo Pinto, personal identity card number one - five hundred and thirty six - six hundred and fifty five, acting jointly and with sufficient authority for the execution of this lease agreement which legal representation is duly recorded in the Mercantile Section of the Public Registry under book five hundred and sixty five, entry eleven thousand five hundred and ninety two, consecutive one, as certified in Exhibit One.
