INFUSYSTEM HOLDINGS, INC. and Mellon Investor Services, LLC Rights Agent Rights Agreement Dated as of November 12, 2010Rights Agreement • November 12th, 2010 • InfuSystem Holdings, Inc • Surgical & medical instruments & apparatus • New York
Rights Agreement, dated as of November 12, 2010, between InfuSystem Holdings, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services, LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • February 11th, 2021 • InfuSystem Holdings, Inc • Surgical & medical instruments & apparatus
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of February 5, 2021 by and among INFUSYSTEM HOLDINGS, INC., a Delaware corporation, INFUSYSTEM HOLDINGS USA, INC., a Delaware corporation, INFUSYSTEM, INC., a California corporation, FIRST BIOMEDICAL, INC., a Kansas corporation, and IFC LLC, a Delaware limited liability company (each a “Grantor” or “Borrower”, and collectively, the “Grantors” or “Borrowers”), and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 3rd, 2009 • InfuSystem Holdings, Inc • Surgical & medical instruments & apparatus • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 17th day of October, 2007, by and among: HAPC, Inc. (f/k/a Healthcare Acquisition Partners Corp.), a Delaware corporation (the “Company”); and each of the undersigned parties listed under Insiders on the signature page hereto (each, an “Insider” and collectively, the “Insiders”).
FORM OF UNDERWRITING AGREEMENT] HEALTHCARE ACQUISITION PARTNERS CORP. (a Delaware corporation) 16,666,667 Units UNDERWRITING AGREEMENTUnderwriting Agreement • December 8th, 2005 • Healthcare Acquisition Partners Corp. • Blank checks • New York
CREDIT AGREEMENT by and amongCredit Agreement • March 28th, 2013 • InfuSystem Holdings, Inc • Surgical & medical instruments & apparatus • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of November 30, 2012, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as lead arranger (in such capacity, together with its successors and assigns in such capacity, the “Lead Arranger”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as book runner (in such capacity, together with its successors and assigns in such capacity, the “Book Runner”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking asso
INFUSYSTEM HOLDINGS, INC. Restricted Stock Award AgreementRestricted Stock Award Agreement • July 1st, 2010 • InfuSystem Holdings, Inc • Surgical & medical instruments & apparatus • Delaware
This Award Agreement by and between Timothy Kopra (the “Participant”) and InfuSystem Holdings, Inc. (the “Company”) evidences the grant to the Participant of shares of the Company, par value $0.0001 per share (“Shares”).
FORM OF WARRANT AGREEMENT BETWEEN MELLON INVESTOR SERVICES LLC AND THE REGISTRANT] WARRANT AGREEMENT COMMON STOCK WARRANT AGREEMENT dated as of , 2005 between HEALTHCARE ACQUISITION PARTNERS CORP. and MELLON INVESTOR SERVICES LLC, as Warrant Agent...Common Stock Warrant Agreement • December 8th, 2005 • Healthcare Acquisition Partners Corp. • Blank checks • New York
COMMON STOCK WARRANT AGREEMENT, dated as of , 2005 (as modified, amended or supplemented, this “Agreement”), between HEALTHCARE ACQUISITION PARTNERS CORP., a Delaware corporation (the “Company”) and MELLON INVESTOR SERVICES LLC, a New Jersey limited liability company, as Warrant Agent (the “Warrant Agent”).
HEALTHCARE ACQUISITION PARTNERS CORP. (a Delaware Corporation) 16,666,667 Units UNDERWRITING AGREEMENTUnderwriting Agreement • April 6th, 2006 • Healthcare Acquisition Partners Corp. • Blank checks • New York
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • May 12th, 2015 • InfuSystem Holdings, Inc • Surgical & medical instruments & apparatus
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of March 23, 2015 by and between INFUSYSTEM HOLDINGS, INC., a Delaware corporation, INFUSYSTEM HOLDINGS USA, INC., a Delaware corporation, INFUSYSTEM, INC., a California corporation, FIRST BIOMEDICAL, INC., a Kansas corporation, and IFC LLC, a Delaware limited liability company (each a “Grantor” or “Borrower”, and collectively, the “Grantors” or “Borrowers”), and JPMORGAN CHASE BANK, N.A. (the “Lender”), on behalf of the Lender and the other Secured Parties.
2,789,203 Shares INFUSYSTEM HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 6th, 2010 • InfuSystem Holdings, Inc • Surgical & medical instruments & apparatus • New York
I-Flow Corporation (the “Selling Stockholder”), a stockholder of InfuSystem Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the underwriters listed on Schedule I hereto (the “Underwriters”), for whom Roth Capital Partners, LLC is acting as representative (the “Representative”), 2,789,203 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”). The Underwriters shall purchase, severally and not jointly, and the Selling Stockholder shall sell to the Underwriters, the number of Shares set forth opposite the Underwriters’ respective names on Schedule I.
TRUST ACCOUNT AGREEMENTTrust Account • March 24th, 2006 • Healthcare Acquisition Partners Corp. • Blank checks • New York
This TRUST ACCOUNT AGREEMENT (the “Agreement”) is made as of _______, 2006 by and between HEALTHCARE ACQUISITION PARTNERS CORP., a Delaware corporation (the “Company”) and JPMORGAN CHASE BANK, N.A., a national banking association, as account agent (the “Account Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2020 • InfuSystem Holdings, Inc • Surgical & medical instruments & apparatus • Michigan
This Employment Agreement ("Agreement") is made as of the Effective Date between InfuSystem Holdings, Inc., a Delaware corporation with offices at 3851 W. Hamlin Rd., Rochester Hills, Michigan (the "Company"), and Barry Steele, an individual ("Employee").
EMPLOYMENT AGREEMENTEmployment Agreement • November 16th, 2007 • InfuSystem Holdings, Inc • Surgical & medical instruments & apparatus • Michigan
This Employment Agreement (this “Agreement”) is entered into and effective as of November 12, 2007 (the “Effective Date”), by and between InfuSystem Holdings, Inc., a Delaware corporation (the “Company”), and Steven E. Watkins (the “Employee”).
September 6, 2007HAPC, Inc. • September 12th, 2007 • Surgical & medical instruments & apparatus • New York
The undersigned (“Subscriber”) hereby tenders this subscription agreement (this “Agreement”) in accordance with and subject to the terms and conditions set forth herein.
FORM OF TRUST ACCOUNT AGREEMENT TO BE ENTERED INTO BY AND BETWEEN JPMORGAN CHASE BANK, N.A. AND THE REGISTRANT] TRUST ACCOUNT AGREEMENTTrust Account Agreement • December 8th, 2005 • Healthcare Acquisition Partners Corp. • Blank checks • New York
This TRUST ACCOUNT AGREEMENT (the “Agreement”) is made as of , 2005 by and between HEALTHCARE ACQUISITION PARTNERS CORP., a Delaware corporation (the “Company”) and JPMORGAN CHASE BANK, N.A., a national banking association, as account agent (the “Account Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2013 • InfuSystem Holdings, Inc • Surgical & medical instruments & apparatus • Delaware
This Employment Agreement (“Agreement”) is made as of February 9, 2013, between InfuSystem Holdings, Inc., a Delaware corporation with offices at 31700 Research Park Drive, Madison Heights, Michigan 48071-4627 (the “Company”), and Dilip Singh, an individual currently residing at (Address) (“Employee”).
Form of Lock-up Agreement for Directors and Officers pursuant to Section 5(i)Healthcare Acquisition Partners Corp. • April 6th, 2006 • Blank checks
RESTRICTED STOCK UNIT AGREEMENT INFUSYSTEM HOLDINGS, INC.Restricted Stock Unit Agreement • March 2nd, 2021 • InfuSystem Holdings, Inc • Surgical & medical instruments & apparatus
Restricted stock units are hereby granted to Carrie Lachance (the “Participant”) by InfuSystem Holdings, Inc., a Delaware corporation (the “Company”) pursuant to this Restricted Stock Unit Agreement (this “Agreement”). The restricted stock units granted pursuant to this Agreement (the “RSUs”) are subject to the terms and conditions of the InfuSystem Holdings, Inc. 2014 Equity Plan, as amended (the “Plan”), the receipt of which is hereby acknowledged by the Participant. Any capitalized terms that are not defined in this Agreement have the meaning set forth in the Plan.
CREDIT AGREEMENT Dated as of June 15, 2010 among INFUSYSTEM HOLDINGS, INC., INFUSYSTEM, INC. AND FIRST BIOMEDICAL, INC., as Borrowers, and BANK OF AMERICA, N.A., Joint Arranger, Joint Book Runner, L/C Issuer, a Lender and as Administrative Agent and...Credit Agreement • June 18th, 2010 • InfuSystem Holdings, Inc • Surgical & medical instruments & apparatus • Illinois
THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of June 15, 2010 by and among InfuSystem Holdings, Inc., a Delaware corporation (“Holdings”) InfuSystem, Inc., a California corporation (“InfuSystem”) and First Biomedical, Inc., a Kansas corporation (“FBI” and together with Holdings and InfuSystem, the “Borrowers”), each lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Joint Arranger, Joint Book Runner, L/C Issuer, and Lender and KEYBANK NATIONAL ASSOCIATION, as Documentation Agent, Joint Arranger, Joint Book Runner and Lender.
AMENDED AND RESTATED SERVICES AGREEMENTInfuSystem Holdings, Inc • December 6th, 2007 • Surgical & medical instruments & apparatus • Michigan
This Amended and Restated Services Agreement (this “Agreement”) is entered into effective as of the 25th day of October, 2007 (the “Effective Date”), by and between I-Flow Corporation, a Delaware corporation (hereinafter referred to as “I-Flow”), and InfuSystem, Inc., a California corporation (hereinafter referred to as “InfuSystem”).
CONSULTING AGREEMENTConsulting Agreement • May 4th, 2012 • InfuSystem Holdings, Inc • Surgical & medical instruments & apparatus • New York
Consulting Agreement (“Agreement”) by and between Sean McDevitt (the “Individual”) and InfuSystem Holdings, Inc. (collectively with its subsidiaries, the “Company”):
LIMITED WAIVERLimited Waiver • February 12th, 2013 • InfuSystem Holdings, Inc • Surgical & medical instruments & apparatus
Reference is made to the Settlement Agreement (the “Settlement Agreement”), dated as of April 24, 2012, by and among InfuSystem Holdings, Inc. (the “Company”), the investors who were signatories thereto (the “Investors”), David Dreyer and Wayne Yetter (each as Company Nominees; here, the “Unaffiliated Directors”), the directors who resigned from the Company’s board of directors (the “Board”) on April 24, 2012, and the directors who were appointed to the Board on April 24, 2012.
Administrative Services Agreement] HEALTHCARE ACQUISITION PARTNERS CORP.Healthcare Acquisition Partners Corp. • March 3rd, 2006 • Blank checks
SECURITY AGREEMENT dated as of October 25, 2007, among ICELAND ACQUISITION SUBSIDIARY, INC., and HAPC, INC. , as Grantors and I-FLOW CORPORATION, as Secured PartySecurity Agreement • December 6th, 2007 • InfuSystem Holdings, Inc • Surgical & medical instruments & apparatus • New York
THIS SECURITY AGREEMENT (this “Agreement”), dated as of October 25, 2007, is made by ICELAND ACQUISITION SUBSIDIARY, INC., a Delaware corporation (the “Borrower”), HAPC, INC., a Delaware corporation (“Holdings”), and each other Person that may become an additional Grantor hereunder as provided in Section 8.15 hereof (any such Person, a “Subsidiary Grantor”; the Subsidiary Grantors, the Borrower and Holdings are collectively referred to herein as the “Grantors”), in favor of I-FLOW CORPORATION, a Delaware corporation, as secured party (together with its successors and assigns, the “Secured Party”) .
WAIVER AGREEMENTWaiver Agreement • March 16th, 2012 • InfuSystem Holdings, Inc • Surgical & medical instruments & apparatus • Illinois
THIS WAIVER AGREEMENT (this “Agreement”), dated as of March 15, 2012, is entered into by and among INFUSYSTEM HOLDINGS, INC., a Delaware corporation (“Holdings”), INFUSYSTEM, INC., a California corporation (“InfuSystem”), and FIRST BIOMEDICAL, INC., a Kansas corporation (“FBI” and together with Holdings and InfuSystem, the “Borrowers” and each individually a “Borrower”), BANK OF AMERICA, N.A. in its capacity as an Administrative Agent and as a Lender (“Agent”) and the other lenders party hereto (collectively, together with Agent in its capacity as a Lender, the “Lenders”).
FORM OF STOCK TRANSFER AGENCY AGREEMENT] SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES TO HEALTHCARE ACQUISITION PARTNERS CORP.Service Agreement • December 8th, 2005 • Healthcare Acquisition Partners Corp. • Blank checks • New York
THIS SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES (this “Agreement”) between Healthcare Acquisition Partners Corp., a Delaware corporation (“Client”) and Mellon Investor Services LLC, a New Jersey limited liability company (“Mellon”), is dated as of .
FORM OF LETTER AGREEMENT TO BE ENTERED INTO BY AND BETWEEN THE REGISTRANT AND MEMBERS OF MANAGEMENT OTHER THAN THE INITIAL STOCKHOLDERS]Form of Letter Agreement • April 6th, 2006 • Healthcare Acquisition Partners Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Healthcare Acquisition Partners Corp., a Delaware corporation (the “Company”), and FTN Midwest Securities Corp., as Representative (the “Representative”) of the Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and two warrants, each being exercisable for one share of Common Stock (each, a “Warrant”). The capitalized terms set forth on Schedule 1 attached hereto are hereby incorporated by reference herein.
EMPLOYMENT AGREEMENTEmployment Agreement • November 20th, 2017 • InfuSystem Holdings, Inc • Surgical & medical instruments & apparatus • Michigan
This Employment Agreement (“Agreement”) is made as of the Effective Date between InfuSystem Holdings, Inc., a Delaware corporation with offices at 31700 Research Park Drive, Madison Heights, Michigan 48071-4627 (the “Company”), and Richard A. DiIorio, an individual (“Employee”).
STOCK OPTION AWARD AGREEMENT INFUSYSTEM HOLDINGS, INC. EQUITY PLANStock Option Award Agreement • November 20th, 2017 • InfuSystem Holdings, Inc • Surgical & medical instruments & apparatus
A stock option (the “Option”) for a total of 200,000 shares (the “Shares”) of common stock, par value $0.0001 per share (“Common Stock”) of InfuSystem Holdings, Inc. (the “Company”), is hereby granted to Richard DiIorio (the “Optionee”). The Option in all respects is subject to the terms and conditions of the InfuSystem Holdings, Inc. Equity Plan (the “Plan”), which is incorporated by reference herein, and the receipt of which is hereby acknowledged by Optionee. Any capitalized terms that are not defined in this Agreement shall have the same meaning as in the Plan.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 16th, 2012 • InfuSystem Holdings, Inc • Surgical & medical instruments & apparatus • Illinois
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 20, 2011, is entered into by and among INFUSYSTEM HOLDINGS, INC., a Delaware corporation (“Holdings”), INFUSYSTEM, INC., a California corporation (“InfuSystem”) and FIRST BIOMEDICAL, INC., a Kansas corporation (“FBI” and together with Holdings and InfuSystem, the “Borrowers” and each individually a “Borrower”), BANK OF AMERICA, N.A. in its capacity as an Administrative Agent and as a Lender (“Agent”) and the other lenders party hereto (collectively, together with the Agent in its capacity as a Lender, the “Lenders”).
STOCK PURCHASE AND SETTLEMENT AGREEMENTStock Purchase and Settlement Agreement • August 2nd, 2018 • InfuSystem Holdings, Inc • Surgical & medical instruments & apparatus • Delaware
This Stock Purchase and Settlement Agreement (this “Agreement”) is dated as of July 31, 2018, and entered into among InfuSystem Holdings, Inc. (the “Company”), Ryan J. Morris, an individual, and Meson Capital, L.P., a Delaware limited partnership (collectively, the “Sellers”) (each of the Company and the Sellers, a “Party” to this Agreement, and collectively, the “Parties”).
LICENSE AGREEMENTLicense Agreement • December 6th, 2007 • InfuSystem Holdings, Inc • Surgical & medical instruments & apparatus • Michigan
This LICENSE AGREEMENT (this “Agreement”), dated as of October 25, 2007 (the “Effective Date”), is by and between InfuSystem, Inc., a California corporation (“InfuSystem”), on the one hand, and I-Flow Corporation, a Delaware corporation (“I-Flow”), on the other hand. Each of I-Flow and InfuSystem may be referred to herein individually as a “Party” or collectively as the “Parties.”
CREDIT AND GUARANTY AGREEMENT among ICELAND ACQUISITION SUBSIDIARY, INC., as the Borrower, HAPC, INC., as Guarantor and I-FLOW CORPORATION, as the Lender Dated as of October 25, 2007Credit and Guaranty Agreement • December 6th, 2007 • InfuSystem Holdings, Inc • Surgical & medical instruments & apparatus
THIS CREDIT AND GUARANTY AGREEMENT, dated as of October 25, 2007 is among Iceland Acquisition Subsidiary, Inc., a Delaware corporation (“Iceland”), HAPC, INC., a Delaware corporation (“Holdings”), and I-Flow Corporation, a Delaware corporation (the “Lender”). Capitalized terms used herein are defined in Section 1.1.
FORM OF LETTER AGREEMENT TO BE ENTERED INTO BY AND BETWEEN THE REGISTRANT AND EACH OF THE INITIAL STOCKHOLDERS]Letter Agreement • March 3rd, 2006 • Healthcare Acquisition Partners Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Healthcare Acquisition Partners Corp., a Delaware corporation (the “Company”), and FTN Midwest Securities Corp., as Representative (the “Representative”) of the Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and two warrants, each being exercisable for one share of Common Stock (each, a “Warrant”). The capitalized terms set forth on Schedule 1 attached hereto are hereby incorporated by reference herein.
EQUITY SETTLEMENT AGREEMENTEquity Settlement Agreement • May 14th, 2018 • InfuSystem Holdings, Inc • Surgical & medical instruments & apparatus • Michigan
This Equity Settlement Agreement (“Agreement”) is made and entered into on May 11, 2018, between InfuSystem Holdings, Inc. (“Company”) and Christopher Downs (“Employee”), collectively, “the Parties.”
