LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 9th, 2017 • Airxpanders Inc • Orthopedic, prosthetic & surgical appliances & supplies
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of August 4, 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 AirXpanders, Inc., a Delaware corporation with offices located at 1047 Elwell Court, Palo Alto, CA 94303 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
INDEMNITY AGREEMENTIndemnity Agreement • May 1st, 2017 • Airxpanders Inc • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of is made by and between AIRXPANDERS, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
ContractWarrant Agreement • August 9th, 2017 • Airxpanders Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
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 SECTION 5.3 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.
INDEMNITY AGREEMENTIndemnity Agreement • February 28th, 2018 • Airxpanders Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Indemnity Agreement (this “Agreement”) dated as of ____________ is made by and between AirXpanders, Inc., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
AIRXPANDERS, INC. OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Option Agreement • May 1st, 2017 • Airxpanders Inc
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, AIRXPANDERS, INC. (the “Company”) has granted you an option under its 2015 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
ContractWarrant Agreement • February 28th, 2019 • Airxpanders Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
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 SECTION 5.3 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.
AIRXPANDERS, INC.Stock Option Agreement • May 1st, 2017 • Airxpanders Inc • California
AirXpanders, Inc. (the “Company”), pursuant to its 2005 Equity Incentive Plan (the “Plan”), hereby grants to the Optionee listed below (“Optionee”), an option to purchase the number of shares of the Company’s Common Stock set forth below, subject to the terms and conditions of the Plan and this Stock Option Agreement. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Agreement.
OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Option Agreement • February 28th, 2019 • Airxpanders Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, AirXpanders, Inc. (the “Company”) has granted you an option to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”).
April 10, 2018 Scott K. Murcray, CPA Via Email: Re: Amendment to Offer Letter Agreement – Interim CEO Dear Scott:Offer Letter Agreement • July 31st, 2018 • Airxpanders Inc • Orthopedic, prosthetic & surgical appliances & supplies
As you know, you are currently employed as Chief Financial Officer and Chief Operating Officer (“CFO/COO”) at AirXpanders, Inc. (the “Company”) pursuant to your Amended and Restated Offer Letter, dated October 25, 2017 (the “Offer Letter Agreement”). This letter is intended to modify your Offer Letter Agreement to reflect your new interim position with the Company.
STANDARD INDUSTRIAL LEASE BY AND BETWEEN MCCANDLESS LIMITED AS LANDLORD AND AIRXPANDERS, INC. AS TENANTIndustrial Lease • May 1st, 2017 • Airxpanders Inc • California
THIS LEASE is made this 14th day of July, 2010, by and between McCandless Limited, LLC, a California limited liability company, (“Landlord”) and AirXpanders, Inc., a Delaware corporation (“Tenant”).
Underwriting AgreementUnderwriting Agreement • August 2nd, 2018 • Airxpanders Inc • Orthopedic, prosthetic & surgical appliances & supplies • Victoria
Class A Common STOCK PURCHASE AGREEMENTClass a Common Stock Purchase Agreement • August 2nd, 2018 • Airxpanders Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Common Stock Purchase Agreement (this “Agreement”) is made as of August 2, 2018, by and between AirXpanders, Inc., a Delaware corporation (the “Company”), Mr. Barry Cheskin (“Cheskin”), and the purchasers set forth on the Schedule of Purchasers (together with Cheskin, each a “Purchaser” and collectively, the “Purchasers”).
SECOND AMENDMENT TO LEASELease • May 1st, 2017 • Airxpanders Inc
THIS SECOND AMENDMENT TO LEASE (hereinafter “Second Amendment’) is made this 1st day of July 2015 by and between MCCANDLESS LIMITED, LLC, a California limited liability company (“Landlord”) and AIRXPANDERS, INC., a Delaware corporation (“Tenant’).
FIRST AMENDMENT TO LEASELease • May 1st, 2017 • Airxpanders Inc
THIS FIRST AMENDMENT TO LEASE (hereinafter “First Amendment”) is made this 1st day of May 2013 by and between McCANDLESS LIMITED, LLC, a California limited liability company (Landlord”) and AIRXPANDERS, INC., a Delaware corporation (“Tenant”).
ContractWarrant Agreement • May 1st, 2017 • Airxpanders Inc • 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.
ContractWarrant Agreement • July 31st, 2018 • Airxpanders Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
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 SECTION 5.3 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.
April 6, 2018 Scott Dodson HOME ADDRESS Dear Scott:Separation Agreement • July 31st, 2018 • Airxpanders Inc • Orthopedic, prosthetic & surgical appliances & supplies
This letter confirms the termination of your employment with AirXpanders, Inc. (the “Company”) and sets forth the substance of the separation agreement (the “Agreement”) that the Company is offering to you to aid in your employment transition.
License Agreement between Shalon Ventures Inc. and Expanders Inc.License Agreement • May 1st, 2017 • Airxpanders Inc • California
THIS LICENSE AGREEMENT (the “Agreement”) is effective as of March 9, 2005 (the “Effective Date”) and is made by and between Shalon Ventures Inc., a California corporation (“SV”) and Expanders Inc., a Delaware corporation (“Licensee”).
WAIVER AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 28th, 2018 • Airxpanders Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS WAIVER AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of November 9, 2017 (the “First 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, as collateral agent (in its individual capacity, “Oxford”; and in its capacity as collateral agent, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and AirXpanders, Inc., a Delaware corporation with offices located at 1047 Elwell Court, Palo Alto, CA 94303 (“Borrower”).
Frank Grillo Via Email: @gmail.com Re: Employment Terms Dear Frank:Employment Agreement • July 31st, 2018 • Airxpanders Inc • Orthopedic, prosthetic & surgical appliances & supplies
ContractWarrant Agreement • May 1st, 2017 • Airxpanders Inc • 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.
FORBEARANCE AGREEMENTForbearance Agreement • June 24th, 2019 • Airxpanders Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of June 11, 2019 (the “Forbearance Agreement Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314, as collateral agent (in its individual capacity, “Oxford”; and in its capacity as collateral agent, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and AirXpanders, Inc., a Delaware corporation with offices located at 1047 Elwell Court, Palo Alto, CA 94303 (“Borrower”).
FIRST AMENDMENT TO LICENSE AGREEMENTLicense Agreement • May 1st, 2017 • Airxpanders Inc
This FIRST AMENDMENT (“Amendment”) to license agreement is effective as of March 9, 2009 and is made by and between Shalon Ventures, Inc., a California corporation (“SV”) and AirXpanders, Inc., a Delaware corporation (“Licensee”).
WARRANT TO PURCHASE 262,500 SHARES OF SERIES E PREFERRED STOCKWarrant Agreement • May 1st, 2017 • Airxpanders Inc • New York
THIS CERTIFIES THAT, for value received, GE Capital Equity Investments, Inc. (“Holder”) is entitled to subscribe for and purchase up to such number of fully paid and nonassessable shares of Series E Preferred Stock of AirXpanders, Inc., a Delaware corporation (“Company”), as is equal to the Warrant Share Amount (as hereinafter defined) at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Preferred Stock” shall mean Company’s presently authorized Series E Preferred Stock, $0.001 par value per share, and any stock into which such Series E Preferred Stock may hereafter be converted or exchanged and the term “Warrant Shares” shall mean the shares of Preferred Stock which Holder may acquire pursuant to this Warrant and any other shares of stock into which such shares of Preferred Stock may hereafter be converted or exchanged.
WAIVER AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 31st, 2018 • Airxpanders Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS WAIVER AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of April 26, 2018 (the “Second 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, as collateral agent (in its individual capacity, “Oxford”; and in its capacity as collateral agent, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and AirXpanders, Inc., a Delaware corporation with offices located at 1047 Elwell Court, Palo Alto, CA 94303 (“Borrower”).
WAIVER AND FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 31st, 2018 • Airxpanders Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS WAIVER AND FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of July 30, 2018 (the “Fourth 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, as collateral agent (in its individual capacity, “Oxford”; and in its capacity as collateral agent, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and AirXpanders, Inc., a Delaware corporation with offices located at 1047 Elwell Court, Palo Alto, CA 94303 (“Borrower”).
MANUFACTURING AND SUPPLY AGREEMENTManufacturing and Supply Agreement • May 1st, 2017 • Airxpanders Inc • Delaware
This Manufacturing and Supply Agreement (the “Agreement”) is entered into as of the 4th day of January, 2017, by and between Vention Medical Costa Rica, S.A. with its principal place of business at Zona Franca Metropolitana, Barreal de Heredia 201-3006, Heredia, Costa Rica, (“Supplier”) and AirXpanders, Inc., a Delaware corporation having its principal place of business at 1047 Elwell Court, Palo Alto, CA, 94303 (“Customer”).
MANUFACTURING AND SUPPLY AGREEMENTManufacturing Agreement • June 16th, 2017 • Airxpanders Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Manufacturing and Supply Agreement (the “Agreement”) is entered into as of the 4th day of January, 2017, by and between Vention Medical Costa Rica, S.A. with its principal place of business at Zona Franca Metropolitana, Barreal de Heredia 201-3006, Heredia, Costa Rica, (“Supplier”) and AirXpanders, Inc., a Delaware corporation having its principal place of business at 1047 Elwell Court, Palo Alto, CA, 94303 (“Customer”).
THIRD AMENDMENT TO LICENSE AGREEMENTLicense Agreement • May 1st, 2017 • Airxpanders Inc
This Third Amendment to License Agreement (“Third Amendment”) is dated January 15, 2014, and further amends the license agreement between Shalon Ventures (“SV”) and AirXpanders, Inc. (“Licensee”) dated March 9, 2005, (the “Original Agreement”) as amended March 9, 2009, (the “First Amendment”) and January 9, 2012 (the “Second Amendment”) (collectively, the “Amended License Agreement”).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 31st, 2018 • Airxpanders Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of June 5, 2018 (the “Third 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, as collateral agent (in its individual capacity, “Oxford”; and in its capacity as collateral agent, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and AirXpanders, Inc., a Delaware corporation with offices located at 1047 Elwell Court, Palo Alto, CA 94303 (“Borrower”).
SECOND AMENDMENT TO LICENSE AGREEMENTLicense Agreement • May 1st, 2017 • Airxpanders Inc
This SECOND AMENDMENT (“Amendment”) to license agreement is effective as of January 9, 2012 (the “Amendment Effective Date”) and is made by and between Shalon Ventures, Inc., a California corporation (“SV”) and AirXpanders, Inc., a Delaware corporation (“Licensee”).
