SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 22nd, 2011 • RFG Acquisition II Inc. • Blank checks • Delaware
This Agreement (this “Agreement”) is made as of the 16th day of September, 2011 by and among RFG Acquisition II, Inc., a Delaware corporation having its offices at c/o RainMaker Financial Group Inc., P.OX. Box 586, Orland Park, IL 60462 (the “Company”) and Granite Investor Group, Inc. (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 2013 • AVRA Surgical Robotics, Inc. • Blank checks • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of the date set forth on the signature page hereto, by and among AVRA Surgical Robotics, Inc., a Delaware corporation (the “Company”) with an address at c/o Stamell & Schager, LLP, 1 Liberty Plaza 23rd Floor, New York, NY 10006, and the purchaser(s) executing a signature page attached hereto (individually, an "Purchaser" and collectively, the "Purchasers").
ContractWarrant Agreement • August 15th, 2013 • AVRA Surgical Robotics, Inc. • Blank checks • Delaware
THIS WARRANT AND THE SECURITIES UNDERLYING THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH SECURITIES ACT, ANY APPLICABLE STATE SECURITIES LAWS AND THE RULES AND REGULATIONS THEREUNDER.
RFG Acquisition II, Inc. c/o RainMaker Financial Group, Inc. PO Box 586, Orland Park, IL 60462Acquisition Agreement • May 19th, 2011 • RFG Acquisition II Inc. • Blank checks • New York
This letter agreement (this “Agreement”) sets forth the terms pursuant to which Granite Investor Group Inc. (the “Purchaser”) agrees to purchase, and RFG Acquisition II, Inc. (“RFG”) agrees to issue to Purchaser, certain securities of RFG as set forth herein.
Exhibt 4.4 REVOLVING LOAN AGREEMENT AMENDMENT ONE Amendment Date: February 26, 2007 Amended Credit Limit: $15,000.00Revolving Loan Agreement • August 12th, 2008 • RFG Acquisition II Inc. • Blank checks
This Agreement One hereby amends the Credit Limit as defined in the Revolving Loan Agreement, dated November 20, 2006, by and among RFG Acquisition II Inc. and John W. Branch. All other terms and conditions of the original Revolving Loan Agreement, dated November 20, 2006, remain unchanged and in full force and effect.
VIA EMAIL TO: October , 2012Employment Agreement • November 30th, 2012 • AVRA Surgical Robotics, Inc. • Blank checks • New York
AVRA Surgical Robotics, Inc. (“AVRA” or the “Company”) agrees to employ you as its Chief Scientist and Technical Officer (“CSTO”). This letter, when counter-signed by you, will constitute the terms of our agreement governing your employment (the “Agreement”).
REVOLVING LOAN AGREEMENT Date: November 20, 2006 Credit Limit: $6,255.00Revolving Loan Agreement • August 12th, 2008 • RFG Acquisition II Inc. • Blank checks
RFG Acquisition II Inc., a Delaware corporation, promises to pay RICHARD F. BESTON, JR. (“Lender”), an individual, the sum of SIX THOUSAND, TWO HUNDRED FIFTY-FIVE and 00/100 DOLLARS ($6,255.00) (the “Credit Limit”) or such other principal amount that may be outstanding, in no case to exceed the Credit Limit, as evidenced by the books and records of Lender. Interest shall accrue at a rate of 4.75% per annum and be calculated based on actual days outstanding and a 360 day year. The outstanding principal and interest shall be paid upon the earlier of a completion of a merger or December 31, 2010. Lender hereby agrees to promptly extend funds to RFG Acquisition II Inc. as and when requested in a principal amount not to exceed the Credit Limit.
REVOLVING LOAN AGREEMENT Date: November 20, 2006 Credit Limit: $6,255.00Revolving Loan Agreement • August 12th, 2008 • RFG Acquisition II Inc. • Blank checks
RFG Acquisition II Inc., a Delaware corporation, promises to pay JOHN W. BRANCH (“Lender”), an individual, the sum of SIX THOUSAND, TWO HUNDRED FIFTY-FIVE and 00/100 DOLLARS ($6,255.00) (the “Credit Limit”) or such other principal amount that may be outstanding, in no case to exceed the Credit Limit, as evidenced by the books and records of Lender. Interest shall accrue at a rate of 4.75% per annum and be calculated based on actual days outstanding and a 360 day year. The outstanding principal and interest shall be paid upon the earlier of a completion of a merger or December 31, 2010. Lender hereby agrees to promptly extend funds to RFG Acquisition II Inc. as and when requested in a principal amount not to exceed the Credit Limit.
Exhibt 4.6 REVOLVING LOAN AGREEMENTAMENDMENT TWORevolving Loan Agreement • August 12th, 2008 • RFG Acquisition II Inc. • Blank checks
This Amendment Two hereby amends the interest rate charged on outstanding loan borrowings from 4.75% per annum to the Prime Rate of Interest, as listed in the Wall Street Journal, plus 1% per annum.
Exhibt 4.8 REVOLVING LOAN AGREEMENT AMENDMENT THREE Amendment Date: September 24, 2007 Amended Credit Limit: $25,000.00Revolving Loan Agreement • August 12th, 2008 • RFG Acquisition II Inc. • Blank checks
This Agreement Three hereby amends the Credit Limit as defined in the Revolving Loan Agreement, dated November 20, 2006, as amended, by and among RFG Acquisition II Inc. and John W. Branch. All other terms and conditions of the original Revolving Loan Agreement, dated November 20, 2006, as amended, remain unchanged and in full force and effect.
Exhibt 4.3 REVOLVING LOAN AGREEMENT AMENDMENT ONERevolving Loan Agreement • August 12th, 2008 • RFG Acquisition II Inc. • Blank checks
This Agreement One hereby amends the Credit Limit as defined in the Revolving Loan Agreement, dated November 20, 2006, by and among RFG Acquisition II Inc. and Richard F. Beston, Jr. All other terms and conditions of the original Revolving Loan Agreement, dated November 20, 2006, remain unchanged and in full force and effect.
Exhibt 4.10 REVOLVING LOAN AGREEMENT AMENDMENT FOUR Amendment Date: June 20, 2008 Amended Credit Limit: $50,000.00Revolving Loan Agreement • August 12th, 2008 • RFG Acquisition II Inc. • Blank checks
This Amendment Four hereby amends the Credit Limit as defined in the Revolving Loan Agreement, dated November 20, 2006, as amended, by and among RFG Acquisition II Inc. and John W. Branch. All other terms and conditions of the original Revolving Loan Agreement, dated November 20, 2006, as amended, remain unchanged and in full force and effect.
REVOLVING LOAN AGREEMENT AMENDMENT TWO Amendment Date: June 1, 2007Revolving Loan Agreement • August 12th, 2008 • RFG Acquisition II Inc. • Blank checks
This Amendment Two hereby amends the interest rate charged on outstanding loan borrowings from 4.75% per annum to the Prime Rate of Interest, as listed in the Wall Street Journal, plus 1% per annum.
AVRA SURGICAL ROBOTICS, INC. August 2, 2012Ceo Employment Agreement • August 8th, 2012 • AVRA Surgical Robotics, Inc. • Blank checks • New York
AVRA Surgical Robotics, Inc. (“AVRA” or the “Company”) agrees to employ you as its Chief Executive Officer (“CEO”). This letter, when counter-signed by you, will constitute the terms of our agreement governing your employment (the “Agreement”).
Exhibt 4.7 REVOLVING LOAN AGREEMENT AMENDMENT THREE Amendment Date: September 24, 2007 Amended Credit Limit: $25,000.00Revolving Loan Agreement • August 12th, 2008 • RFG Acquisition II Inc. • Blank checks
This Agreement Three hereby amends the Credit Limit as defined in the Revolving Loan Agreement, dated November 20, 2006, as amended, by and among RFG Acquisition I Inc. and Richard F. Beston, Jr. All other terms and conditions of the original Revolving Loan Agreement, dated November 20, 2006, as amended, remain unchanged and in full force and effect.
DEVELOPMENT AND MANUFACTURING AGREEMENTDevelopment and Manufacturing Agreement • November 30th, 2012 • AVRA Surgical Robotics, Inc. • Blank checks
This Development and Manufacturing Agreement (“Agreement”) is made and entered into as of the ___ day of October, 2012, by and between MIS-Robotics GmbH, a German corporation with offices at Am Technologiepark 12, 82229 Seefeld, HRB 200457 Amtsgericht München (“MIS”), and RG Mechatronics GmbH, a German corporation with offices at Am Technologiepark 12, 82229 Seefeld, HRB 172994 Amtsgericht München (“RGM”).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • August 15th, 2013 • AVRA Surgical Robotics, Inc. • Blank checks • New York
THIS WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of the date set forth on the signature page hereto, by and among AVRA Surgical Robotics, Inc., a Delaware corporation (the “Company”) with an address at c/o Stamell & Schager, LLP, 1 Liberty Plaza, 35th Floor, New York, NY 10006, and the purchaser executing a signature page attached hereto (the "Purchaser").
Exhibt 4.9 REVOLVING LOAN AGREEMENT AMENDMENT FOUR Amendment Date: June 20, 2008 Amended Credit Limit: $50,000.00Revolving Loan Agreement • August 12th, 2008 • RFG Acquisition II Inc. • Blank checks
This Amendment Four hereby amends the Credit Limit as defined in the Revolving Loan Agreement, dated November 20, 2006, as amended, by and among RFG Acquisition II Inc. and Richard F. Beston, Jr. All other terms and conditions of the original Revolving Loan Agreement, dated November 20, 2006, as amended, remain unchanged and in full force and effect.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 30th, 2012 • AVRA Surgical Robotics, Inc. • Blank checks • Delaware
This Purchase Agreement (the "Agreement") is made and entered into as of the 21st day of August, 2012, by and between AVRA Surgical Robotics, Inc., a Delaware corporation ("AVRA"), and HeartWare, Inc., a Delaware corporation ("HeartWare"). HeartWare and AVRA are sometimes referred to herein as the "Parties."
PURCHASE AGREEMENTPurchase Agreement • May 15th, 2013 • AVRA Surgical Robotics, Inc. • Blank checks • New York
This PURCHASE AGREEMENT (“Agreement”) is made as of the 12th day of March, 2013 by and between AVRA Surgical Robotics, Inc., a Delaware corporation (the “Company”) and the investor set forth on the signature page affixed hereto (the “Investor”).
Dear :Consulting Agreement • August 15th, 2013 • AVRA Surgical Robotics, Inc. • Blank checks
This letter agreement (the “Letter Agreement”) amends and restates in its entirety that certain Agreement dated May 31, 2013 between you and AVRA Surgical Robotics, Inc. (the “Company”, collectively, the “Parties”). This Letter Agreement will confirm the understanding and agreement between the Parties regarding the consulting services that you are contributing to help develop the surgical robotic and cardiovascular disease system of the Company for procedures in the field of cardiology.
REPURCHASE AGREEMENTRepurchase Agreement • September 22nd, 2011 • RFG Acquisition II Inc. • Blank checks • Delaware
This Agreement (the “Agreement”) is made as of the 16th day of September, 2011 by and among RFG Acquisition II Inc., a Delaware corporation having its offices at c/o RainMaker Financial Group Inc., P.O. Box (the “Company”) and Richard F. Beston, Jr. and John W. Branch (the “Sellers”).
