Standard Contracts
ContractWarrant Agreement • November 10th, 2015 • Surgiquest Inc • 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 THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
LEASELease • November 10th, 2015 • Surgiquest Inc • Surgical & medical instruments & apparatus • Connecticut
THIS LEASE (this “Lease”) dated the 23rd day of April 2015, by and between CROWN MILFORD LLC, a Delaware limited liability company having an address at c/o Crown Properties, Inc., 8 Fairway Court, Upper Brookville, New York 11771 (“Landlord”) and SURGIQUEST, INC., a corporation having an address at 333 Quarry Road, Milford, CT 06460 (“Tenant”).
SURGIQUEST, INC. FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT March 10, 2015Investors’ Rights Agreement • November 10th, 2015 • Surgiquest Inc • Surgical & medical instruments & apparatus • Delaware
This Fourth Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of the 10th day of March, 2015, by and among SurgiQuest, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series A Preferred Stock set forth on Exhibit A hereto (the “Series A Holders”), the holders of the Company’s Series B Preferred Stock set forth on Exhibit B hereto (the “Series B Holders”), the holders of the Company’s Series C Preferred Stock set forth on Exhibit C hereto (the “Series C Holders”), the holders of the Company’s Series D Preferred Stock set forth on Exhibit D hereto (the “Series D Holders”) and the purchasers of the Company’s Series E Preferred Stock set forth on Exhibit E hereto (the “Series E Purchasers” and together with the Series A Holders, the Series B Holders, the Series C Holders and the Series D Holders, the “Investors”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2015 • Surgiquest Inc • Surgical & medical instruments & apparatus • Delaware
WHEREAS, as an employee of SurgiQuest, Inc., a Delaware corporation (the “Company”), I have and will continue to have access to trade secrets, proprietary intellectual property and other confidential information and trade secrets of the Company; and
SURGIOUEST, INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2015 • Surgiquest Inc • Surgical & medical instruments & apparatus • Connecticut
THIS AGREEMENT (this “Agreement”) is made as of April 24, 2013, by and between SurgiQuest, Inc., a Delaware corporation (the “Company”), and Thomas J. Dugan (“Executive”).
Severance and Release AgreementSeverance Agreement • November 10th, 2015 • Surgiquest Inc • Surgical & medical instruments & apparatus • Connecticut
This Severance and Release Agreement (“Release Agreement”) is entered into by and between Thomas J. Dugan (“Executive”) and SurgiQuest, Inc., its parent, subsidiaries, affiliates and divisions, including but not limited to TriNet HR Corporation (collectively “the Company”).
WARRANTWarrant Agreement • November 10th, 2015 • Surgiquest Inc • Surgical & medical instruments & apparatus • Delaware
This Warrant is issued in connection with the transactions described in that certain Series C Preferred Stock Purchase Agreement, dated as of March 22, 2011 by and among the Company and the Holder (the “Purchase Agreement”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Purchase Agreement.
SECOND AMENDMENT TO DEVELOPMENT AND MANUFACTURING AGREEMENTDevelopment and Manufacturing Agreement • November 10th, 2015 • Surgiquest Inc • Surgical & medical instruments & apparatus
This Second Amendment to Development and Manufacturing Agreement (this “First Amendment”) is made as of December 15th, 2014 (“Second Amendment Effective Date”) by and among W.O.M. World of Medicine, GmbH, a German corporation with a place of business at Salzufer 8, 10587 Berlin (“WOM Germany”), W.O.M. World of Medicine, USA, a Florida corporation with a place of business at 4531 36th St., Orlando, FL 32801 (“WOM USA,” and together with WOM Germany, “WOM”) and SurgiQuest, Inc., a Delaware corporation with its principal place of business at 333 Quarry Road Milford, CT 06460 (“SurgiQuest”).
WARRANTWarrant Agreement • November 10th, 2015 • Surgiquest Inc • Surgical & medical instruments & apparatus • Delaware
This Warrant is issued in connection with the transactions described in that certain Note and Warrant Purchase Agreement, dated as of July 24, 2009 by and among the Company and the Holder (the “Note and Warrant Purchase Agreement”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Note and Warrant Purchase Agreement.
DEVELOPMENT AND MANUFACTURING AGREEMENTDevelopment and Manufacturing Agreement • November 10th, 2015 • Surgiquest Inc • Surgical & medical instruments & apparatus • Connecticut
This Development and Manufacturing Agreement (this “Agreement”) is made as of October 12, 2009 (the “Effective Date”) by and among SurgiQuest, Inc., a Delaware corporation having a place of business at 12 Cascade Boulevard, Orange, Connecticut 06477 (“SurgiQuest”), W.O.M. WORLD OF MEDICINE AG, a German corporation having a place of business at Salzufer 8 in 10587 Berlin (“WOM Germany”), and W.O.M. WORLD OF MEDICINE USA, Inc., a Florida corporation having a place of business at 4531 36th Street in Orlando, Florida 32801 (“WOM USA,” and collectively with WOM Germany, “WOM”). SurgiQuest and WOM may herein be referred to individually as a “Party” and collectively as the “Parties.”
