ENTELLUS MEDICAL, INC. (a Delaware corporation) 3,530,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: January 25, 2017Underwriting Agreement • January 31st, 2017 • Entellus Medical Inc • Surgical & medical instruments & apparatus • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 14th, 2017 • Entellus Medical Inc • Surgical & medical instruments & apparatus • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into effective as of , by and between Entellus Medical, Inc. (the “Company”) and (“Indemnitee”).
ContractWarrant Agreement • October 7th, 2014 • Entellus Medical Inc • Surgical & medical instruments & apparatus • New York
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 AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 7th, 2014 • Entellus Medical Inc • Surgical & medical instruments & apparatus
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of December 20, 2013 (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”), and Entellus Medical, Inc., a Delaware corporation with offices located at 3600 Holly Lane North, Suite 40, Plymouth, MN 55447 ( “Borrower”), amends and restates in its entirety that certain Loan and Security Agreement dated as of October 18, 2012 by and among Collateral Agent, Oxford, in its capacity as a Lender, and other lenders party thereto from time to time and Borrower (the “Original
FORM OF VOTING AGREEMENTVoting Agreement • December 7th, 2017 • Entellus Medical Inc • Surgical & medical instruments & apparatus • Delaware
This VOTING AGREEMENT, dated as of December 7, 2017 (this “Agreement”), is made and entered into by and between Stryker Corporation, a Michigan corporation (“Parent”), and the undersigned stockholder (“Stockholder”) of Entellus Medical, Inc., a Delaware corporation (the “Company”). Parent and Stockholder are referred to individually as a “Party” and collectively as the “Parties.”
AGREEMENT AND PLAN OF MERGER by and among STRYKER CORPORATION, EXPLORER MERGER SUB CORP. and ENTELLUS MEDICAL, INC., Dated as of December 7, 2017Merger Agreement • December 7th, 2017 • Entellus Medical Inc • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER, (this “Agreement”), dated as of December 7, 2017, is made by and among Stryker Corporation, a Michigan corporation (“Parent”), Explorer Merger Sub Corp., a Delaware corporation and a direct or indirect wholly owned Subsidiary of Parent (“Merger Sub”), and Entellus Medical, Inc., a Delaware corporation (the “Company”). Defined terms used in this Agreement have the respective meanings ascribed to them herein.
SEVERANCE AGREEMENTSeverance Agreement • August 4th, 2016 • Entellus Medical Inc • Surgical & medical instruments & apparatus • Minnesota
This Severance Agreement (this “Agreement”), effective as of August 1, 2016 (the “Effective Date”) is between Entellus Medical, Inc., a Delaware corporation (“Entellus”), and Jeff Kogl (the “Covered Employee”).
AGREEMENT AND PLAN OF MERGER dated as of July 6, 2017 by and among ENTELLUS MEDICAL, INC. (“Parent”), STINGER MERGER SUB, INC. (“Merger Sub”), and SPIROX, INC. (the “Company”)Merger Agreement • July 7th, 2017 • Entellus Medical Inc • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 6, 2017 by and among Entellus Medical, Inc., a Delaware corporation (“Parent”), Stinger Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), Spirox, Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, as the Equityholders Representative hereunder (each, a “Party” and collectively the “Parties”).
JOINDER AND RELEASE AGREEMENTJoinder and Release Agreement • July 7th, 2017 • Entellus Medical Inc • Surgical & medical instruments & apparatus • Delaware
This Joinder and Release Agreement (this “Agreement”) is made by and between Entellus Medical, Inc., a Delaware corporation (“Parent”), and the undersigned (the “Company Holder”), a holder of capital stock of Spirox, Inc., a Delaware corporation (the “Company”). Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in the Merger Agreement (as defined below), a copy of which has been made available to the Company Holder.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 28th, 2015 • Entellus Medical Inc • Surgical & medical instruments & apparatus • New York
THIS FIRST AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of October 31, 2014 (the “Amendment Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (in its individual capacity, “Oxford”; and in its capacity as Collateral Agent, “Collateral Agent”), the Lenders listed on Schedule 1.1 thereof from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”) and Entellus Medical, Inc., a Delaware corporation with offices located at 3600 Holly Lane North, Suite 40, Plymouth, MN 55447 (“Borrower”).
COMMERCIAL LEASECommercial Lease • July 7th, 2015 • Entellus Medical Inc • Surgical & medical instruments & apparatus • Minnesota
This Indenture of Lease, dated this 27 day of February, 2012 by and between MU Plymouth Ponds LLC, a Minnesota limited liability company (“Landlord”), and Entellus Medical, Inc., a Delaware corporation (hereinafter referred to as “Tenant”).
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • January 15th, 2015 • Entellus Medical Inc • Surgical & medical instruments & apparatus • Minnesota
This Change in Control Severance Agreement (this “Agreement”), effective as of November 24, 2014 is between Entellus Medical, Inc., a Delaware corporation (“Entellus”), located at 3600 Holly Lane North, Suite 40, Plymouth, Minnesota 55447, and Robert S. White (the “Covered Employee”).
CONFIDENTIALITY, INVENTION ASSIGNMENT, AND NON-COMPETITION AGREEMENTConfidentiality, Invention Assignment, and Non-Competition Agreement • February 22nd, 2017 • Entellus Medical Inc • Surgical & medical instruments & apparatus • Minnesota
This Confidentiality, Invention Assignment, and Non-Competition Agreement (the “Agreement”) is entered into and effective as of _________, 2016, by and between Entellus Medical, Inc., a Delaware corporation, with its principal place of business at 3600 Holly Lane N., Suite 40, Plymouth, MN 55447 (the “Company”) and ______________, an individual residing at ________________ (the “Employee”).
April 2, 2015 Brian Farley Plymouth, MN 55447 Dear Brian:Employment Agreement • April 2nd, 2015 • Entellus Medical Inc • Surgical & medical instruments & apparatus
This letter describes certain compensation changes in connection with your transition from Chief Executive Officer of Entellus Medical, Inc. (“Entellus”) to your new role as Executive Chairman of the Entellus Board of Directors. In signing this letter, you hereby consent and agree to the terms of your employment relationship with Entellus set forth below, effective April 2, 2015. This letter shall constitute an amendment to your employment letter agreement, dated March 8, 2010 and your severance agreement, dated January 1, 2015 (the “Severance Agreement”).
NON-SOLICITATION AGREEMENTNon-Solicitation Agreement • July 7th, 2017 • Entellus Medical Inc • Surgical & medical instruments & apparatus • Delaware
This Non-Solicitation Agreement is dated as of July 6, 2017 (this “Agreement”), by and between Entellus Medical, Inc., a Delaware corporation (“Parent”) and the undersigned (“Seller”). Parent and Seller are referred to herein as the “Parties”.
FIRST AMENDMENT TO COMMERCIAL LEASECommercial Lease • July 7th, 2015 • Entellus Medical Inc • Surgical & medical instruments & apparatus
This First Amendment to Commercial Lease (“Amendment”) is made and entered into the 30 day of June, 2015, by and between MU Plymouth Ponds LLC, a Minnesota limited liability company (“Landlord”) and Entellus Medical, Inc., a Delaware corporation (“Tenant”).
AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • February 22nd, 2017 • Entellus Medical Inc • Surgical & medical instruments & apparatus
Entellus Medical, Inc., a Delaware corporation (“Entellus”), located at 3600 Holly Lane North, Suite 40, Plymouth, Minnesota 55447, and Robert S. White, an individual residing at 11625 26th Avenue North, Plymouth, MN 55441 (the “Covered Employee”) entered into a Change in Control Severance Agreement, effective as of November 24, 2014 (the “Agreement”).
FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 7th, 2014 • Entellus Medical Inc • Surgical & medical instruments & apparatus • Delaware
This Fifth Amended and Restated Registration Rights Agreement (“Agreement”) is made and entered into as of August 17, 2011, by and among Entellus Medical, Inc., a Delaware corporation (the “Company”), the parties listed on Schedule 1 and such other parties as may from time to time become a party to this Agreement in accordance with the provisions of SECTIONS 9 and 10.10 (together with the parties on Schedule 1, each a “Holder,” and, collectively, the “Holders”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 14th, 2017 • Entellus Medical Inc • Surgical & medical instruments & apparatus • New York
THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of July 13, 2017 (the “Amendment Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (in its individual capacity, “Oxford”; and in its capacity as Collateral Agent, “Collateral Agent”), the Lenders listed on Schedule 1.1 thereof from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), Entellus Medical, Inc., a Delaware corporation with offices located at 3600 Holly Lane North, Suite 40, Plymouth, MN 55447 (“Existing Borrower”), Entellus Intermediate Sub, Inc., a Delaware corporation with offices located at 3600 Holly Lane North, Suite 40, Plymouth, MN 55447 (a wholly owned subsidiary of Existing Borrower, “HoldCo”) and Spirox, Inc., a Delaware corporation with offices located at 595 Penobscot Drive, Redwood City, CA 94063 (a wholly owned
Closing Date], 2017 Entellus Medical, Inc. Plymouth, Minnesota 55447 Attention: Legal Department Ladies and Gentlemen:Release Agreement • July 7th, 2017 • Entellus Medical Inc • Surgical & medical instruments & apparatus • Delaware
Reference is made to that certain Agreement and Plan of Merger, dated as of July 5, 2017 (the “Agreement”), by and among Entellus Medical, Inc., a Delaware corporation (“Parent”), Stinger Merger Sub, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Spirox, Inc., a Delaware corporation (the “Company”), Fortis Advisors LLC, as the Equityholders Representative.
FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 22nd, 2017 • Entellus Medical Inc • Surgical & medical instruments & apparatus • New York
THIS FOURTH AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of February 1, 2017 (the “Amendment Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (in its individual capacity, “Oxford”; and in its capacity as Collateral Agent, “Collateral Agent”), the Lenders listed on Schedule 1.1 thereof from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”) and Entellus Medical, Inc., a Delaware corporation with offices located at 3600 Holly Lane North, Suite 40, Plymouth, MN 55447 (“Borrower”).
Re: Consulting AgreementConsulting Agreement • December 23rd, 2014 • Entellus Medical Inc • Surgical & medical instruments & apparatus • Minnesota
This letter agreement (the “Letter Agreement”) is intended to set forth a new consulting relationship with you (the “Consultant”) to reflect the change from your role as a founder, officer and employee of Entellus Medical, Inc. (the “Company”) effective November 16, 2012, (the Effective Date). Consultant is party to that certain Employment Agreement, dated as of August 15, 2006 (the “Employment Agreement”) with the Company. Pursuant to this Letter Agreement, Consultant is voluntarily terminating his full-time employment with the Company, resigning as an officer and terminating the Employment Agreement and the Company will be retaining the Consultant in the post-employment consulting relationship as discussed below. This Letter Agreement is intended to set forth new economic terms and to maintain Consultant’s obligations set forth in the Employment Agreement with respect to confidentiality, invention assignment and non-competition on substantially identical terms. This Letter Agreement
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • July 7th, 2017 • Entellus Medical Inc • Surgical & medical instruments & apparatus • Delaware
This Non-Competition and Non-Solicitation Agreement is dated as of July 6, 2017 (this “Agreement”), by and between Entellus Medical, Inc., a Delaware corporation (“Parent”) and the undersigned (“Seller”). Parent and Seller are referred to herein as the “Parties”.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 6th, 2017 • Entellus Medical Inc • Surgical & medical instruments & apparatus
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of March 31, 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”), and Entellus Medical, Inc., a Delaware corporation with offices located at 3600 Holly Lane North, Suite 40, Plymouth, MN 55447 ( “Borrower”). The parties agree as follows:
Thomas V. Ressemann Ressemann and Associates, LLC 16025 54th Avenue North 16025 54th Avenue North Plymouth, MN 55446 Plymouth, MN 55446Assignment of Consulting Agreement • December 23rd, 2014 • Entellus Medical Inc • Surgical & medical instruments & apparatus • Minnesota
In connection with the Letter Agreement concerning the consulting relationship between you (the “Consultant”) and Entellus Medical, Inc. (the “Company”) effective November 16, 2012, we want to confirm our agreement that the consulting services can and by this letter are hereby assigned to your limited liability company, Ressemann and Associates, LLC. (“LLC”) Pursuant to this letter, the LLC will agree to assume all duties and obligations of the Consultant under the Letter Agreement as set forth below. Nothing in this letter shall be construed to limit the survivability of certain of Consultant’s obligations under the Employment Agreement (as defined in the Letter Agreement) which pursuant to the terms of such Employment Agreement are to survive its termination. Further, nothing in this letter will supersede your personal obligations under such Letter Agreement, and the LLC shall be treated as an additional obligor thereunder.
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 2nd, 2015 • Entellus Medical Inc • Surgical & medical instruments & apparatus • New York
THIS SECOND AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of March 30, 2015 (the “Amendment Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (in its individual capacity, “Oxford”; and in its capacity as Collateral Agent, “Collateral Agent”), the Lenders listed on Schedule 1.1 thereof from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”) and Entellus Medical, Inc., a Delaware corporation with offices located at 3600 Holly Lane North, Suite 40, Plymouth, MN 55447 (“Borrower”).
AMENDMENT NUMBER 1 CONFIDENTIAL SETTLEMENT AGREEMENT AND NON-EXCLUSIVE PATENT LICENSE AGREEMENTConfidential Settlement Agreement and Non-Exclusive Patent License • January 28th, 2015 • Entellus Medical Inc • Surgical & medical instruments & apparatus
This Amendment No. 1 to the Confidential Settlement Agreement and Non-Exclusive Patent License Agreement dated February 17, 2011 by and between Acclarent, Inc. (“Acclarent”), and Entellus Medical, Inc. (“Entellus”) (the “Agreement”) is effective as of this 5th day of October, 2012 (“Effective Date”).
FIRST AMENDMENT TO COMMERCIAL LEASECommercial Lease • July 7th, 2015 • Entellus Medical Inc • Surgical & medical instruments & apparatus
This First Amendment to Commercial Lease (“Amendment”) is made and entered into the 30 day of June, 2015, by and between MU Plymouth Ponds LLC, a Minnesota limited liability company (“Landlord”) and Entellus Medical, Inc., a Delaware corporation (“Tenant”).
THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 7th, 2015 • Entellus Medical Inc • Surgical & medical instruments & apparatus • New York
THIS THIRD AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of May 19, 2015 (the “Amendment Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (in its individual capacity, “Oxford”; and in its capacity as Collateral Agent, “Collateral Agent”), the Lenders listed on Schedule 1.1 thereof from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”) and Entellus Medical, Inc., a Delaware corporation with offices located at 3600 Holly Lane North, Suite 40, Plymouth, MN 55447 (“Borrower”).
FIFTH AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • January 28th, 2015 • Entellus Medical Inc • Surgical & medical instruments & apparatus • Delaware
This Fifth Amended and Restated Right of First Refusal and Co-Sale Agreement (“Agreement”) is made and entered into as of August 17, 2011, by and among Entellus Medical, Inc., a Delaware corporation (the “Company”), those certain stockholders of the Company whose names are listed on Schedule 1 and identified as “Principal Stockholders” (collectively, the “Principal Stockholders”), and certain other holders of the Company’s capital stock listed on Schedule 1 and identified as “Investors” (the “Investors” and, together with the Principal Stockholders, the “Stockholders”).
FIAGON NA DISTRIBUTOR AGREEMENTDistributor Agreement • August 14th, 2015 • Entellus Medical Inc • Surgical & medical instruments & apparatus • New York
The following are the mutually agreed expectations with regard to the development and maintenance by Distributor of internal expertise on Fiagon® Products so as to be able to support the efforts of other Distributor employees in the sales and support of the Products:
AMENDED AND RESTATED FIAGON NA DISTRIBUTOR AGREEMENTDistributor Agreement • June 27th, 2016 • Entellus Medical Inc • Surgical & medical instruments & apparatus • New York
Entellus Medical, Inc., a Delaware corporation, with offices at 3600 Holly Lane North, Suite 40, Plymouth, Minnesota 55447 (“Distributor” or “Entellus”).
ENTELLUS MEDICAL, INC. NON-STATUTORY STOCK OPTION AGREEMENT PURSUANT TO 2006 STOCK INCENTIVE PLAN (AS AMENDED AND RESTATED NOVEMBER 12, 2009, AS AMENDED)Non-Statutory Stock Option Agreement • January 28th, 2015 • Entellus Medical Inc • Surgical & medical instruments & apparatus
THIS AGREEMENT is made effective as of the day of , 201 (the “Effective Date”), by and between Entellus Medical, Inc., a Delaware corporation (the “Company”), and (the “Optionee”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 3rd, 2017 • Entellus Medical Inc • Surgical & medical instruments & apparatus • New York
THIS SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of September 25, 2017 (the “Amendment Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (in its individual capacity, “Oxford”; and in its capacity as Collateral Agent, “Collateral Agent”), the Lenders listed on Schedule 1.1 thereof from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), Entellus Medical, Inc., a Delaware corporation with offices located at 3600 Holly Lane North, Suite 40, Plymouth, MN 55447, Entellus Intermediate Sub, Inc., a Delaware corporation with offices located at 3600 Holly Lane North, Suite 40, Plymouth, MN 55447 and Spirox, Inc., a Delaware corporation with offices located at 595 Penobscot Drive, Redwood City, CA 94063 (individually and collectively, jointly and severally, “Borrower”).
ENTELLUS MEDICAL, INC. INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO 2006 STOCK INCENTIVE PLAN (AS AMENDED AND RESTATED NOVEMBER 12, 2009, AS AMENDED)Incentive Stock Option Agreement • October 7th, 2014 • Entellus Medical Inc • Surgical & medical instruments & apparatus
THIS AGREEMENT is made effective as of the day of , 201 (the “Effective Date”), by and between Entellus Medical, Inc., a Delaware corporation (the “Company”), and (the “Employee”).
