2,000,000 Shares LDR Holding Corporation Common Stock PURCHASE AGREEMENTPurchase Agreement • August 14th, 2015 • LDR Holding Corp • Surgical & medical instruments & apparatus • New York
LDR Holding Corporation, a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 2,000,000 shares (the “Firm Shares”) of common stock, $0.001 par value per share (the “Common Stock”), of the Company, all of which are authorized but unissued shares of Common Stock. The Company has also granted to the several Underwriters an option to purchase up to 300,000 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.”
STOCK OPTION AGREEMENTStock Option Agreement • March 4th, 2014 • LDR Holding Corp • Surgical & medical instruments & apparatus • Texas
The LDR Holding Corporation (the “Company”) has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the LDR Holding Corporation 2013 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Option (the “Plan P
AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • September 19th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus • Delaware
THIS AMENDED AND RESTATED INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into this [ ] day of [ ], 2009, between LDR Holding Corporation, a Delaware corporation (the “Company”), and [NAME] (“Indemnitee”).
3,972,089 Shares LDR Holding Corporation Common Stock PURCHASE AGREEMENTPurchase Agreement • May 16th, 2014 • LDR Holding Corp • Surgical & medical instruments & apparatus • New York
LDR Holding Corporation, a Delaware corporation (the “Company”), and the stockholders of the Company listed in Schedule I hereto (the “Selling Stockholders”) severally propose to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 3,972,089 shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of 1,300,000 authorized but unissued shares of Common Stock to be issued and sold by the Company and 2,672,089 outstanding shares of Common Stock to be sold by the Selling Stockholders. The Company and the Selling Stockholders have also granted to the several Underwriters an option to purchase up to 195,000 and 400,813 additional shares of Common Stock, respectively, 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 “Sec
LDR HOLDING CORPORATION STOCK OPTION AGREEMENTStock Option Agreement • September 19th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus • Texas
The LDR Holding Corporation (the “Company”) has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the LDR Holding Corporation 2013 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Option (the “Plan P
June 10, 2013Employment Agreement • February 23rd, 2016 • LDR Holding Corp • Surgical & medical instruments & apparatus • Texas
LDR Holding Corporation (the “Company”) is pleased to offer to continue your employment as Executive Vice President - Global Marketing of the Company on the terms and conditions set forth in this letter, effective as of June 10, 2013 (the “Effective Date”). This letter amends and restates in its entirety any prior agreement you have with the Company with respect to your employment (the “Original Employment Letter”).
LDR SPINE USA, INC. EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, NON-COMPETE, AND NON- SOLICITATION AGREEMENTEmployment Agreement • September 19th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus • Texas
As a condition of my employment with LDR Spine USA, Inc., its subsidiaries, affiliates, successors or assigns (together the “Company”), and in consideration of my further employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following:
June 10, 2013Employment Agreement • August 26th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus • Texas
LDR Holding Corporation (the “Company”) is pleased to offer to continue your employment as Executive Vice President—Chief Financial Officer of the Company on the terms and conditions set forth in this letter, effective as of June 10, 2013 (the “Effective Date”). This letter amends and restates in its entirety any prior agreement you have with the Company with respect to your employment, including, but not limited to, that certain employment letter, dated as of April 2, 2012, between you and the Company (the “Original Employment Letter”).
LDR HOLDING CORPORATION [FORM OF] SUBORDINATED SECURED CONVERTIBLE PROMISSORY NOTESubordinated Secured Convertible Promissory Note • August 26th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus • New York
FOR VALUE RECEIVED, LDR Holding Corporation, a Delaware corporation (the “Company”), promises to pay to [SAMPLE] (the “Holder”), or its registered assigns, the principal amount of [ ] and [ ]/100ths dollars ($[ ]), or such lesser amount as shall equal the outstanding principal amount hereof, together with simple interest from the date of this Secured Convertible Promissory Note (this “Note”) on the unpaid principal balance at a rate equal to six percent (6.0%) per annum, computed on the basis of the actual number of days elapsed and a year of 360 days; provided that all past due principal and accrued interest on this Note shall bear interest from Maturity (as defined below) (whether at scheduled Maturity or upon acceleration of Maturity following an Event of Default (as defined below)) until paid at the lesser of (i) the rate of eleven percent (11%) per annum or (ii) the highest rate for which Company may legally contract under applicable law. An amount equal to one and one-half times
LDR Médical COMMERCIAL SUPPLIER AGREEMENT Document Ref.: CC FRN GB 01 Index: 10/15/2012 AM No.: Page 1 /12Commercial Supplier Agreement • October 8th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus
[***] Portions of this page have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.
Invibio™ biomaterial solutions INVIBIO LIMITED AND LDR MEDICAL LIMITED TERRITORY AGREEMENT FOR THE SUPPLY OF STOCK SHAPE POLYARYLETHERETHERKETONESupply Agreement • August 23rd, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus • England and Wales
[***] Portions of this page have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • August 26th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus • Delaware
THIS AMENDED AND RESTATED VOTING AGREEMENT dated as of September 11, 2007 (this “Agreement”) is entered into by and among (i) LDR Holding Corporation, a Delaware corporation (the “Company”), (ii) the persons listed as Investors on Schedule A hereto (each, an “Investor” and collectively, the “Investors”), (iii) the persons listed on Schedule B hereto as Common Holders (collectively, the “Common Holders”), who hold shares of the Company’s Common Stock, par value $0.001 per share (collectively, the “Common Stock”), (iv) the persons listed on Schedule C hereto (each, a “Medical Shareholder,” and collectively, the “Medical Shareholders”) and (v) the persons listed on Schedule D hereto (each, a “Founder,” and collectively, the “Founders”).
LDR Médical COMMERCIAL SUPPLIER AGREEMENT Document Ref.: CC FRN CF 01 Index: 05/29/2012 AM No.: Page 1 /6 Implants and InstrumentsCommercial Supplier Agreement • August 1st, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus
[***] indicates material that has been omitted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission. A complete copy of this agreement, including redacted portions so indicated, has been filed separately with the Securities Exchange Commission.
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • October 13th, 2015 • LDR Holding Corp • Surgical & medical instruments & apparatus
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 7th, 2014 • LDR Holding Corp • Surgical & medical instruments & apparatus • Delaware
This Sixth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of December 20, 2012, by and among COMERICA BANK (“Bank”) and LDR HOLDING CORPORATION, a Delaware corporation, and LDR SPINE USA, INC., a Delaware corporation (each a “Borrower”, and collectively, “Borrowers”).
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 26th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus
This Fifth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of April 25, 2012, by and between COMERICA BANK (“Bank”) and LDR HOLDING CORPORATION and LDR SPINE USA, INC. (each a “Borrower” and collectively, “Borrowers”).
LDR HOLDING CORPORATION RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • March 4th, 2014 • LDR Holding Corp • Surgical & medical instruments & apparatus • Texas
LDR Holding Corporation has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms conditions of the LDR Holding Corporation 2013 Equity Incentive Plan (the “Plan”), as amended, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “Plan Prospectus”), (b) accepts the Award subject to all of th
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 26th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus • California
This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into effective as of the 25th day of April, 2012, by and among ESCALATE CAPITAL PARTNERS SBIC I, L.P.,, a Delaware limited partnership (“Lender”), LDR SPINE USA, INC., a Delaware corporation (“Opco”), and LDR HOLDING CORPORATION, a Delaware corporation (“Holdings” and together with Opco, each a “Borrower” and collectively, jointly and severally, the “Borrowers”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • August 9th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus
This First Amendment to Lease Agreement (this “Amendment”) is entered into as of November 5, 2012 (the “Effective Date”) by and between 13785 RESEARCH BLVD, LLC, a Texas limited liability company (the “Landlord”), as landlord, and LDR SPINE USA, INC., a Delaware corporation (the “Tenant”), as tenant, with reference to the following facts:
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • September 19th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus • Delaware
THIS AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) is made as of September 12, 2013, by and among LDR Holding Corporation, a Delaware corporation (the “Company”) and the stockholders set forth on Annex A and Annex B hereto (collectively, the “Stockholders”).
LDR Médical COMMERCIAL SUPPLIER AGREEMENT Document Ref.: CC FRN GB 01 Index: 10/15/2012 AM No.: Page 1 /12Commercial Supplier Agreement • August 1st, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus
[***] Portions of this page have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.
AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENTFirst Refusal and Co-Sale Agreement • August 26th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus • Delaware
THIS AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of September 11, 2007, by and among LDR Holding Corporation, a Delaware corporation (the “Company”), each of the individuals and entities listed on Schedule A attached hereto (the “Investors”), and each of the individuals listed on Schedule B attached hereto (the “Common Holders”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in that certain Series C Preferred Stock Purchase Agreement dated as of the date hereof (the “Purchase Agreement”) by and among the Company and certain of the Investors. The Common Holders and the Investors are sometimes referred to herein individually as “Stockholder” and collectively as the “Stockholders.”
LDR HOLDING CORPORATION AMENDMENT NO. 1 TO INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 9th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus • Delaware
THIS AMENDMENT NO. 1 TO INVESTORS’ RIGHTS AGREEMENT (this “Amendment”) is entered into as of April 25, 2012, by and among LDR Holding Corporation, a Delaware corporation (the “Company”) and certain Investors set forth on Exhibit A to that certain Amended and Restated Investors’ Rights Agreement dated as of September 11, 2007 (the “Investors’ Rights Agreement”). Capitalized terms used herein but not defined herein shall have the respective meanings ascribed to such terms in the Investors’ Rights Agreement.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 9th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus
This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of June 30, 2010, by and between COMERICA BANK (“Bank”) and LDR HOLDING CORPORATION and LDR SPINE USA, INC. (each a “Borrower” and collectively, “Borrowers”).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 26th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus
This Third Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of February 10, 2011, by and between COMERICA BANK (“Bank”) and LDR HOLDING CORPORATION (“Parent”) and LDR SPINE USA, INC. (each a “Borrower” and collectively, “Borrowers”).
LDR HOLDING CORPORATION SECOND AMENDED AND RESTATEDINVESTORS’ RIGHTS AGREEMENT April 7, 2014Investors’ Rights Agreement • April 11th, 2014 • LDR Holding Corp • Surgical & medical instruments & apparatus • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of April 7, 2014 by and among (i) LDR Holding Corporation, a Delaware corporation (the “Company”), (ii) each of the holders of (A) the Company’s Common Stock, par value $0.001 per share (“Common Stock”), issued upon conversion of the Company’s Series C Convertible Preferred Stock, Series B Convertible Preferred Stock, Series A-1 Convertible Preferred Stock, and Series A-2 Convertible Preferred Stock in connection with the Company’s initial public offering; and (B) the holders of the Common Stock issued upon conversion of the Convertible Notes (as defined herein) in connection with the Company’s initial public offering (collectively, the “Investors”) listed on Schedule A hereto; (iii) (A) each of the holders of Common Stock listed on Schedule B hereto; and (B) each Put Holder (as defined below) listed on Schedule C hereto (collectively, the “Common Stockholders”) and (iv) certain Lending Instituti
ContractWarrant Agreement • August 26th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF SECTION 5.4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
ContractWarrant Agreement • August 9th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAWS.
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 26th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus
This Fourth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of April , 2011, by and between COMERICA BANK (“Bank”) and LDR HOLDING CORPORATION (“Parent”) and LDR SPINE USA, INC. (each a “Borrower” and collectively, “Borrowers”).
SECOND AMENDED AND RESTATED PUT-CALL AGREEMENT By and Among LDR HOLDING CORPORATION, LDR Médical S.A.S., and The Médical Shareholders and Warrant Holders Listed on Schedule A hereto and The Médical Noteholders Listed on Schedule B hereto. Dated as of...Put-Call Agreement • September 19th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus • Delaware
This SECOND AMENDED AND RESTATED PUT-CALL AGREEMENT (this “Agreement”), dated as of August 6, 2013, is by and among (i) LDR Holding Corporation, a Delaware corporation (“Holding Corp.”), (ii) LDR Médical S.A.S., a French corporation (“Médical”), (iii) certain shareholders of Médical set forth on Schedule A hereto (the “Shareholders”), (iv) certain holders of Médical’s Subordinated Secured Promissory Notes issued pursuant to that certain Note Purchase Agreement dated April 25, 2012 set forth on Schedule B hereto (the “Noteholders,” and together with the Shareholders, the “Médical Shareholders”), and (v) the holders of certain warrants (the “Médical Warrants”) to purchase shares of the capital stock of Médical (the “Warrant Holders”) set forth on Schedule A hereto.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 26th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus
This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into on December 9, 2010, and is effective as of September 30, 2010, by and between COMERICA BANK (“Bank”) and LDR HOLDING CORPORATION (“Parent”) and LDR SPINE USA, INC. (each a “Borrower” and collectively, “Borrowers”).
STOCK OPTION AGREEMENTStock Option Agreement • February 20th, 2015 • LDR Holding Corp • Surgical & medical instruments & apparatus • Texas
The LDR Holding Corporation (the “Company”) has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the LDR Holding Corporation 2013 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Option (the “Plan P
ContractSales Contract • December 19th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus
[***] indicates material that has been omitted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission. A complete copy of this agreement, including redacted portions so indicated, has been filed separately with the Securities Exchange Commission.
LDR HOLDING CORPORATION AMENDMENT NO. 2 TO INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 19th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus • Delaware
THIS AMENDMENT NO. 2 TO INVESTORS’ RIGHTS AGREEMENT (this “Amendment”) is entered into as of September 12, 2013, by and among LDR Holding Corporation, a Delaware corporation (the “Company”) and certain Investors set forth on Exhibit A to that certain Amended and Restated Investors’ Rights Agreement dated as of September 11, 2007, as amended (the “Investors’ Rights Agreement”). Capitalized terms used herein but not defined herein shall have the respective meanings ascribed to such terms in the Investors’ Rights Agreement.
LDR HOLDING CORPORATION AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT September 11, 2007Investors’ Rights Agreement • August 9th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of September 11, 2007 by and among (i) LDR Holding Corporation, a Delaware corporation (the “Company”), (ii) each of the holders of the Company’s Series C Convertible Preferred Stock (the “Series C Preferred Stock”) listed on Schedule A-1 attached hereto (the “Series C Investors”), (iii) each of the holders of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”), Series A-1 Convertible Preferred Stock (the “Series A-1 Preferred Stock”) and Series A-2 Convertible Preferred Stock (the “Series A-2 Preferred Stock”) listed on Schedule A-2 attached hereto (the “Existing Investors,” and collectively with the Series C Investors, the “Investors”), (iv) (A) the holders of the Company’s Common Stock listed on Schedule B hereto and (B) each holder of a Put Option (as defined below) listed on Schedule C hereto, each of which is herein referred to as a “Common Stockholders” and (iv) ce
