FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • October 31st, 2013 • Geno LLC • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , 2013, by and between GeNO LLC (the “Company”) and (“Indemnitee”).
SEVERANCE AGREEMENTSeverance Agreement • November 12th, 2013 • Geno LLC • Pharmaceutical preparations • Massachusetts
THIS SEVERANCE AGREEMENT (the “Agreement”), made as of October 7, 2013 (the “Effective Date”), is entered into by GeNO LLC, a Delaware limited liability company (the “Company”), and Anthony Loumidis, an individual residing at Address (the “Employee”).
ContractGeno LLC • December 6th, 2013 • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE COMMON SHARES WHICH MAY BE PURCHASED UPON THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS.
GeNO, LLC OPTION AGREEMENTOption Agreement • November 12th, 2013 • Geno LLC • Pharmaceutical preparations • Delaware
This Option Agreement (the “Agreement”) is entered into as of September , 2013 by and between GeNO, LLC, a Delaware limited liability company (the “Company”), and (the “Optionee”).
Form of Subscription Agreement for Series A Preferred SharesGeno LLC • November 12th, 2013 • Pharmaceutical preparations
The undersigned understands that this Subscription Agreement relates to the offering of Series A Preferred Shares (the “Shares”) of GeNO LLC (the “Company”) and that the offering is being made only to certain eligible prospective investors. The undersigned hereby represents that the undersigned is duly authorized to execute and deliver this Subscription Agreement on behalf of the individual or entity subscribing for the purchase of Shares (the “Subscriber”).
ContractGeno LLC • November 12th, 2013 • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE COMMON SHARES WHICH MAY BE PURCHASED UPON THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS.
GENO LLC CONVERTIBLE NOTE PURCHASE AGREEMENT JULY 27, 2010Convertible Note Purchase Agreement • November 12th, 2013 • Geno LLC • Pharmaceutical preparations • Delaware
THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of July 27, 2010, by and among GeNO LLC, a Delaware limited liability company (the “Company”), and the purchasers (each individually a “Purchaser,” and collectively the “Purchasers”) named on the Schedule of Purchasers attached hereto as Exhibit A (the “Schedule of Purchasers”).
GENO LLC EIGHTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • November 12th, 2013 • Geno LLC • Pharmaceutical preparations • Delaware
CONSULTING AGREEMENTConsulting Agreement • October 31st, 2013 • Geno LLC • Pharmaceutical preparations • Florida
This Consulting Agreement (the “Agreement”) is dated as of June 4, 2012 by and between ROBERT F. ROSCIGNO PHD CONSULTING, LLC, a North Carolina limited liability company with a principal place of business at 7415 Acquarina Beach Drive, Unit 403, Melbourne Beach, FL 32951-3934 (“LLC”), Robert Roscigno, Ph.D., an employee of LLC referred to herein as “Consultant”, and GeNO LLC, a Delaware limited liability company with a principal place of business at 2941 Oxbow Circle, Cocoa, FL 32926 (“GeNO”) (each a “Party,” and together the “Parties”).
GeNO, LLC OPTION AGREEMENTOption Agreement • October 31st, 2013 • Geno LLC • Pharmaceutical preparations • Delaware
This Option Agreement (the “Agreement”) is entered into as of October , 2013 by and between GeNO, LLC, a Delaware limited liability company (the “Company”), and (the “Optionee”).
FORM OF PARTICIPATION AGREEMENTForm of Participation Agreement • October 31st, 2013 • Geno LLC • Pharmaceutical preparations • Delaware
THIS PARTICIPATION AGREEMENT (this “Agreement”) is dated as of (the “Grant Date”) and is by and between GENO LLC, a Delaware limited liability company (the “Company”), and , a resident of (the “Grantee”).
AMENDMENT TO CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • October 31st, 2013 • Geno LLC • Pharmaceutical preparations
THIS AMENDMENT TO CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Amendment”) is made as of January 29, 2013, by and among GeNO LLC, a Delaware limited liability company (the “Company”), and the Purchasers named on the Schedule of Purchasers attached to the Convertible Note Purchase Agreement dated November 2, 2012 by and among the Company and the Purchasers, as amended (the “Convertible Note Purchase Agreement”).
AMENDMENT TO CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • November 12th, 2013 • Geno LLC • Pharmaceutical preparations
THIS AMENDMENT TO CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Amendment”) is made as of November 2, 2012, by and among GeNO LLC, a Delaware limited liability company (the “Company”), and the Purchasers named on the Schedule of Purchasers attached to the Convertible Note Purchase Agreement dated July 27, 2010 by and among the Company and the Purchasers, as amended (the “Convertible Note Purchase Agreement”).
LEASE AGREEMENTLease Agreement • October 31st, 2013 • Geno LLC • Pharmaceutical preparations • Florida
This Lease Agreement is between REDBILL, LLC, a Florida limited liability company of 701 Solana Shores Drive, #502, Cape Canaveral, FL 32920 (“Landlord”) and GENO, LLC, a Florida Limited Liability Company of 2941 Oxbow Circle, Cocoa, FL 32926 (“Tenant”) and is entered into on this 3rd day of October, 2013.
SUBORDINATION AGREEMENTSubordination Agreement • October 31st, 2013 • Geno LLC • Pharmaceutical preparations • New York
THIS SUBORDINATION AGREEMENT, made as of November 17, 2012, by DAVID FINE on behalf of himself and any Controlled Entity (as defined below, and referred to together with David Fine in the singular as the “Subordinated Creditor”), with an address at P.O. Box 321610, Cocoa Beach, Florida, in favor of THE MEDICINES COMPANY (with its successors or assigns, the “Lender”), a Delaware corporation, with offices at 8 Sylvan Way, Parsippany, New Jersey 07054.
EXTENSION OF MATURITY DATE UNDER CONVERTIBLE NOTE PURCHASE AGREEMENT July 30, 2012Convertible Note Purchase Agreement • November 12th, 2013 • Geno LLC • Pharmaceutical preparations
Reference is made to that certain Convertible Note Purchase Agreement, dated as of July 27, 2010 (the “Agreement”), by and among GeNO LLC, a Delaware limited liability company (the “Company”), and the purchasers named on the Schedule of Purchasers attached thereto (the “Purchasers”). Capitalized terms not defined herein have the meanings ascribed to them in the Agreement.
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 6th, 2013 • Geno LLC • Pharmaceutical preparations • New York
This Amended and Restated Investor Rights Agreement (the “Agreement”) is made effective as of November 12, 2013, by and among (i) GeNO, LLC, a Delaware limited liability company (the “Company”), (ii) The Medicines Company, a Delaware corporation (“MDCO”), and (iii) David Fine, Pieto LLC and DHAG LLC (each, an “Existing Investor”). A list of certain defined terms is set forth on Exhibit A.
AMENDMENT TO CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • November 12th, 2013 • Geno LLC • Pharmaceutical preparations
THIS AMENDMENT TO CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Amendment”) is made as of January 29, 2013, by and among GeNO LLC, a Delaware limited liability company (the “Company”), and the Purchasers named on the Schedule of Purchasers attached to the Convertible Note Purchase Agreement dated July 27, 2010 by and among the Company and the Purchasers, as amended (the “Convertible Note Purchase Agreement”).
