Conformis Inc Sample Contracts

COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • September 24th, 2020 • Conformis Inc • Orthopedic, prosthetic & surgical appliances & supplies

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 the Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on September 28, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Conformis, Inc., a Delaware corporation (the “Company”), up to 18,005,041 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).

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ConforMIS, Inc. 13,333,333 Shares of Common Stock, par value $0.00001 per share Underwriting Agreement
Underwriting Agreement • January 25th, 2018 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York

ConforMIS, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 13,333,333 shares of Common Stock, par value $0.00001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 2,000,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

This Indemnification Agreement (“Agreement”) is made as of [·], 2015 by and between ConforMIS, Inc., a Delaware corporation (the “Company”), and [·] (the “Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

PURCHASE AGREEMENT
Purchase Agreement • December 18th, 2018 • Conformis Inc • Orthopedic, prosthetic & surgical appliances & supplies • Illinois

THIS PURCHASE AGREEMENT (the “Agreement”), dated as of December 17, 2018 (the “Execution Date”), is entered into by and between CONFORMIS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). Capitalized terms used herein and not otherwise defined herein are defined in Section 1 hereof.

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • January 9th, 2017 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of January 6, 2017 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), CONFORMIS, INC., a Delaware corporation (“ConforMIS”) and IMATX, INC., a California corporation (“ImaTx” and individually, collectively, jointly and severally with ConforMIS, “Borrower”), each, with offices located at 28 Crosby Drive, Bedford, MA 01730, provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:

80,952,381 Shares Conformis, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • February 17th, 2021 • Conformis Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York

Conformis, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 80,952,381 shares (the “Shares”) of the Company’s common stock, $0.00001 par value per share (the “Common Stock”). The respective amounts of the Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto.

CONFORMIS, INC. EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • May 10th, 2017 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York

ConforMIS, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Canaccord Genuity Inc. (“Canaccord”), as follows:

Contract
Loan and Security Agreement • June 26th, 2019 • Conformis Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
CONFORMIS, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • June 11th, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of May 21, 2015 (the “Effective Date”) by and between ConforMIS, Inc., a Delaware corporation (the “Company”), and Daniel Steines, an individual (the “Executive”). As of the Effective Date, this Agreement amends, restates and supersedes all prior agreements, written and oral, with Executive related to Executive’s employment with the Company, including the original written employment agreement dated August 15, 2008 and the original Employee Confidentiality, Inventions Assignment and Non-Competition Agreement, and any written or oral amendments to those agreements.

NORTHWEST PARK LEASE BY AND BETWEEN N.W. MIDDLESEX 36 TRUST (LANDLORD) AND CONFORMIS, INC. (TENANT) FOR PREMISES AT 11 NORTH AVENUE BURLINGTON, MASSACHUSETTS
Lease Agreement • August 14th, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
ConforMIS, Inc. STOCK OPTION PLAN STOCK PURCHASE AGREEMENT (FOR INCENTIVE STOCK OPTION AGREEMENT)
Stock Purchase Agreement • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the date set forth in Item F above (the “Effective Date”) between ConforMIS, Inc., a Delaware corporation (the “Company”) and the person named in Item A above (the “Purchaser”).

EMPLOYMENT AGREEMENT
Employment Agreement • April 1st, 2022 • Conformis Inc • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of March 21, 2022 (the “Effective Date”) by and between Conformis, Inc., a Delaware corporation (the “Company”), and Michael Fillion, an individual residing at 6 Butler Drive, Middleton, MA 01949 (the “Executive”).

CONFORMIS, INC. NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • April 1st, 2022 • Conformis Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

Conformis, Inc. (the “Company”) hereby grants the following stock option. The terms and conditions attached hereto are also a part hereof.

CONFORMIS, INC. RESTRICTED STOCK UNIT AGREEMENT Inducement Grant
Restricted Stock Unit Agreement • April 1st, 2022 • Conformis Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

Conformis, Inc. (the “Company”) hereby grants the following restricted stock units. The terms and conditions attached hereto are also a part hereof.

SALES AGREEMENT
Sales Agreement • August 5th, 2020 • Conformis Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York

Conformis, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:

FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 2nd, 2018 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York

THIS FOURTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of July 31, 2018, by and between OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) or otherwise party thereto from time to time (each a “Lender” and collectively, the “Lenders”) including Oxford in its capacity as a Lender and CONFORMIS, INC., a Delaware corporation (“Conformis”) and IMATX, INC., a California corporation (“ImaTx” and individually, collectively, jointly and severally with Conformis, “Existing Borrower”) and CONFORMIS CARES LLC, a Delaware limited liability company (“New Borrower” and together with Existing Borrower, individually, collectively, jointly and severally, “Borrower”), each with offices located at 600 Technology Park Drive, Billerica, Massac

CONFORMIS, INC. STOCK OPTION PLAN NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • California

THIS NONQUALIFIED STOCK OPTION AGREEMENT (the “Agreement”), is made and entered into as of the date set forth in Item F above (the “Effective Date”) between ConforMIS, Inc., a Delaware corporation (the “Company”), and the person named in Item A above (“Optionee”).

FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 2nd, 2022 • Conformis Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York

THIS FIFTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of March 1, 2021, by and among INNOVATUS LIFE SCIENCES LENDING FUND I, LP, a Delaware limited partnership, as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and CONFORMIS, INC., a Delaware corporation, IMATX, Inc., a California corporation and Conformis Cares LLC, a Delaware limited liability company (individually and collectively, jointly and severally, “Borrower”).

SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 9th, 2018 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies

This Second Amendment to the Amended and Restated Employment Agreement ( “Amendment”) is entered into and effective as of March 9, 2018 (the “Amendment Effective Date”) by and between Conformis, Inc. (“Company”) and Daniel Steines (“Executive”) and amends that certain Amended and Restated Employment Agreement dated May 21, 2015 by and between Company and Executive, as amended by that certain Retention Agreement dated June 14, 2016 by and between Company and Executive (“Agreement”).

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of November 7, 2014 (the “Effective Date”) among SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including SVB in its capacity as a Lender and OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”) (each a “Lender” and collectively, the “Lenders”), CONFORMIS, INC., a Delaware corporation (“ConforMIS”) and IMATX, INC., a Delaware corporation (“ImaTx” and individually, collectively, jointly and severally with ConforMIS, “Borrower”), each, with offices located at 28 Crosby Drive, Bedford, MA 01730, provides the terms on which the

CONFORMIS, INC. STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
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LOAN AGREEMENT
Loan Agreement • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts

THIS LOAN AGREEMENT dated as of June 29, 2011 is between CONFORMIS, INC., a Delaware corporation having its principal place of business at 11 North Avenue, Burlington, Massachusetts 01803 (the “Borrower”) and MASSACHUSETTS DEVELOPMENT FINANCE AGENCY, a body corporate and politic created under and acting pursuant to authority derived from Chapter 23G of the Massachusetts General Laws, as amended, and having a principal place of business at 160 Federal Street, Boston, Massachusetts 02110 (the “Lender”).

SUBLEASE
Sublease • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts

By this Lease, subject to the terms and conditions herein contained, Landlord leases to Tenant and Tenant leases from Landlord the Premises in the Building as set forth and described on the Reference Pages. The Premises are depicted on the floor plan attached hereto as Exhibit A, the Building is depicted on the site plan attached hereto as Exhibit A-l, and the parking area serving the Building is depicted on the plan attached hereto as Exhibit A-2. During the Term, Tenant will be entitled to the exclusive use of that portion of the common area of the lobby of the Building labeled “Reveal Reception Desk” on the floor plan attached hereto as Exhibit A-3 (the “Reveal Reception Desk”). Tenant shall have the right to install such security components as it deems reasonably necessary and appropriate to secure the Reveal Reception Desk, during non-Building Business Hours, including without limitation, a security grille or gate, subject to the terms and provisions of Article 6 of this Lease and

CONFORMIS, INC. AMENDED AND RESTATED INFORMATION AND REGISTRATION RIGHTS AGREEMENT June 15, 2015
Information and Registration Rights Agreement • June 18th, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York

THIS AMENDED AND RESTATED INFORMATION AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of June 15, 2015 by and among ConforMIS, Inc., a Delaware corporation (the “Company”), and the persons listed on the attached Exhibit A (each an “Investor” and, collectively, the “Investors”).

CONFORMIS, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies

This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.

CONFORMIS, INC. STOCK OPTION PLAN INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • California

THIS INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”), is made and entered into as of the date set forth in Item F above (the “Effective Date”) between ConforMIS, Inc., a Delaware corporation (the “Company”), and the person named in Item A above (“Optionee”).

THIRD AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 4th, 2018 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies

This Third Amendment to the Amended and Restated Employment Agreement (“Amendment”) is entered into and effective as of May 3, 2018 (the “Amendment Effective Date”) by and between Conformis, Inc. (“Company”) and Daniel Steines (“Executive”) and amends that certain Amended and Restated Employment Agreement dated May 21, 2015 by and between Company and Executive, as amended by that certain Retention Agreement dated June 14, 2016 and the Second Amendment dated March 9, 2018 by and between Company and Executive (collectively the “Agreement”).

PERFORMANCE-VESTED RESTRICTED STOCK AGREEMENT
Performance-Vested Restricted Stock Agreement • November 1st, 2019 • Conformis Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware

Conformis, Inc. (the “Company”) has selected you to receive the following restricted stock award, which is subject to the provisions of the Company’s 2015 Stock Incentive Plan (the “Plan”) and the terms and conditions contained in this Performance-Vested Restricted Stock Agreement.

LICENSE AGREEMENT
License Agreement • June 11th, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts

This License Agreement (this “Agreement”), dated as of April 13, 2015 (the “Effective Date”), is made by and between ConforMIS, Inc., a Delaware corporation with a principal place of business at 28 Crosby Drive, Bedford, Massachusetts 01730 (“ConforMIS”) and each of Wright Medical Group, Inc. and Wright Medical Technology, Inc., Delaware corporations with a principal place of business at 1023 Cherry Road, Memphis, Tennessee 38117 (together, “Wright”). ConforMIS and Wright are referred to individually herein as a “Party” and, collectively, as the “Parties”.

AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 3rd, 2020 • Conformis Inc • Orthopedic, prosthetic & surgical appliances & supplies

This Fourth Amendment to Amended and Restated Employment Agreement (“Amendment”), entered into as of November 2, 2019 (“Amendment Effective Date”), is by and between Conformis, Inc. (“Conformis”) and Mark A. Augusti (“Executive”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 18th, 2018 • Conformis Inc • Orthopedic, prosthetic & surgical appliances & supplies • Illinois

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 17, 2018, is entered into by and between CONFORMIS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

THIRD AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 13th, 2019 • Conformis Inc • Orthopedic, prosthetic & surgical appliances & supplies

THIS THIRD AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Third Amendment”) is entered into and effective as of March 8, 2019 (the “Effective Date of the Third Amendment”) by and between Conformis, Inc. (previously known as ConforMIS, Inc.), a Delaware corporation (the “Company”), and Mark A. Augusti (the “Executive”) and amends that certain letter agreement of employment dated October 19, 2016, as amended and restated effective December 2, 2016 and as amended by a first amendment effective August 1, 2017 and a second amendment effective as of July 31, 2018 (collectively the “Agreement”).

FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • March 1st, 2023 • Conformis Inc • Orthopedic, prosthetic & surgical appliances & supplies

is made as of this 1st day of August, 2022, by and among CONFORMIS, INC., a Delaware corporation, an IMATX, INC., a California corporation, as Borrowers (each individually and, collectively in the singular, “Borrower”), MIDCAP FINANCIAL TRUST, as Agent for Lenders (in such capacity and together with its permitted successors and assigns, the “Agent”), and the financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each as a Lender.

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