Invuity, Inc. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • July 1st, 2016 • Invuity, Inc. • Surgical & medical instruments & apparatus • New York
Invuity, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
ContractWarrant Agreement • April 17th, 2015 • Invuity, Inc. • Surgical & medical instruments & apparatus • 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 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 FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
2,800,000 Shares Invuity, Inc. Common Stock PURCHASE AGREEMENTPurchase Agreement • July 29th, 2016 • Invuity, Inc. • Surgical & medical instruments & apparatus • New York
Invuity, Inc., a Delaware corporation (the “Company”) proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 2,800,000 shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company, all of which are authorized but unissued shares of Common Stock. The Company has also granted to the several Underwriters an option to purchase up to 420,000 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement (this “Agreement”) are herein collectively called the “Securities.”
ContractWarrant Agreement • April 17th, 2015 • Invuity, Inc. • Surgical & medical instruments & apparatus • 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 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.
6,200,000 Shares Invuity, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 16th, 2018 • Invuity, Inc. • Surgical & medical instruments & apparatus • New York
Invuity, Inc., a Delaware corporation (the “Company”) proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 6,200,000 shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company, all of which are authorized but unissued shares of Common Stock. The Company has also granted to the several Underwriters an option to purchase up to 600,000 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement (this “Agreement”) are herein collectively called the “Securities.”
CREDIT AND SECURITY AGREEMENT (TERM LOAN) dated as of March 10, 2017 by and among INVUITY, INC, and any additional borrower that hereafter becomes party hereto, each as Borrower, and collectively as Borrowers, and MIDCAP FINANCIAL TRUST, as Agent and...Credit and Security Agreement (Term Loan) • March 16th, 2017 • Invuity, Inc. • Surgical & medical instruments & apparatus • New York
THIS CREDIT AND SECURITY AGREEMENT (TERM LOAN) (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of March 10, 2017 by and among INVUITY, INC. a Delaware corporation (“Invuity”), and any additional borrower that may hereafter be added to this Agreement (individually as a “Borrower”, and collectively with any entities that become party hereto as Borrower and each of their successors and permitted assigns, the “Borrowers”), MIDCAP FINANCIAL TRUST, a Delaware statutory trust, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.
ContractPreferred Stock Purchase Warrant • April 17th, 2015 • Invuity, Inc. • Surgical & medical instruments & apparatus • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.
INVUITY, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 1st, 2015 • Invuity, Inc. • Surgical & medical instruments & apparatus • California
This Employment Agreement (the “Agreement”) is entered into by and between Invuity, Inc. (the “Company”), and Douglas Heigel (“Executive”) as of the date the Company and Executive have each executed this Agreement, as set forth below. The terms of this Agreement will become effective on the effective date of the first registration statement that is filed by the Company and declared effective pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended, with respect to any class of the Company’s securities (the “Effective Date”).
AGREEMENT AND PLAN OF MERGER by and amongMerger Agreement • September 11th, 2018 • Invuity, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS Agreement and Plan of Merger (this “Agreement”), dated as of September 10, 2018, is by and among Stryker Corporation, a Michigan corporation (“Parent”), Accipiter Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Invuity, Inc. (the “Company”), a Delaware corporation.
INVUITY, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 1st, 2015 • Invuity, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of by and between Invuity, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
INVUITY, INC. EXECUTIVE CHANGE OF CONTROL AGREEMENTExecutive Change of Control Agreement • September 24th, 2018 • Invuity, Inc. • Surgical & medical instruments & apparatus • California
This Executive Change of Control Agreement (the “Agreement”) is entered into by and between Invuity, Inc. (the “Company”), and Steve Annen (“Executive”) as of the date set forth on the signature page below (the “Effective Date”).
INVUITY, INC. EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • September 24th, 2018 • Invuity, Inc. • Surgical & medical instruments & apparatus • California
This Executive Severance Agreement (the “Agreement”) is entered into by and between Invuity, Inc. (the “Company”), and Hisham Shiblaq (“Executive”) as of May 1, 2018 (the “Effective Date”).
CREDIT AND SECURITY AGREEMENT (REVOLVING LOAN) dated as of March 10, 2017 by and among INVUITY, INC, and any additional borrower that hereafter becomes party hereto, each as Borrower, and collectively as Borrowers, and MIDCAP FINANCIAL TRUST, as Agent...Credit and Security Agreement (Revolving Loan) • March 16th, 2017 • Invuity, Inc. • Surgical & medical instruments & apparatus • New York
THIS CREDIT AND SECURITY AGREEMENT (REVOLVING LOAN) (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of March 10, 2017 by and among INVUITY, INC. a Delaware corporation (“Invuity”), and any additional borrower that may hereafter be added to this Agreement (individually as a “Borrower”, and collectively with any entities that become party hereto as Borrower and each of their successors and permitted assigns, the “Borrowers”), MIDCAP FINANCIAL TRUST, a Delaware statutory trust, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.
ContractWarrant Agreement • September 27th, 2017 • Invuity, 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 SECTION 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 SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION CAN BE MADE IN COMPLIANCE WITH RULE 144 OF THE ACT, OR IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
LOAN AGREEMENT Dated as of February 28, 2014 among HEALTHCARE ROYALTY PARTNERS II, L.P., as Lender, INVUITY, INC., as Borrower and the Guarantors from time to time party hereto, as GuarantorsLoan Agreement • June 5th, 2015 • Invuity, Inc. • Surgical & medical instruments & apparatus • New York
This LOAN AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of February 28, 2014, is entered into by and among HEALTHCARE ROYALTY PARTNERS II, L.P., a Delaware limited partnership, as lender, INVUITY, INC., a California corporation, as borrower (the “Borrower”) and the Guarantors (as defined below) from time to time party hereto.
LOAN AND SECURITY AGREEMENTLoan Agreement • March 13th, 2015 • Invuity, Inc. • Surgical & medical instruments & apparatus • California
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of February 11, 2015 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and INVUITY, INC., a California corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
INVUITY, INC. FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT February 6, 2015Investor Rights Agreement • April 17th, 2015 • Invuity, Inc. • Surgical & medical instruments & apparatus • California
THIS FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of February 6, 2015, by and among INVUITY, INC., a California corporation (the “Company”), the investors listed on Schedule A hereto, referred to hereafter as the “Investors” and each individually as an “Investor” and the other shareholders of the Company listed on Schedule B hereto, referred to hereafter as the “Key Holders” and each individually as a “Key Holder,” Lighthouse and SVB.
OFFICE LEASE AGREEMENT Between 444 DE HARO - VEF VI, LLC, a Delaware limited liability company (“Landlord”) And INVUITY, INC. a California corporation (“Tenant”)Office Lease Agreement • March 13th, 2015 • Invuity, Inc. • Surgical & medical instruments & apparatus • California
THIS OFFICE LEASE AGREEMENT (hereinafter called the “Lease”) is made and entered into as of the date appearing in the Basic Lease Provisions by and between the Landlord and Tenant identified above. The Basic Lease Provisions are incorporated herein by this reference.
INVUITY, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 20th, 2016 • Invuity, Inc. • Surgical & medical instruments & apparatus • California
This Employment Agreement (the “Agreement”) is entered into by and between Invuity, Inc. (the “Company”), and Philip Sawyer (“Executive”) as of the date set forth on the signature page below (the “Effective Date”). This Agreement, together with the Executive Severance Agreement and Executive Change of Control Agreement, each dated as of even date herewith, by and between the Company and Executive (respectively, the “Executive Severance Agreement” and “Executive Change of Control Agreement”) replaces and supersedes the Executive Employment Agreement between the Company and Executive that became effective June 15, 2015, which, as of the Effective Date, has no further effect.
AMENDMENT TO EXECUTIVE CHANGE OF CONTROL AGREEMENTExecutive Change of Control Agreement • September 24th, 2018 • Invuity, Inc. • Surgical & medical instruments & apparatus
THIS AMENDMENT TO EXECUTIVE CHANGE OF CONTROL AGREEMENT (this “Amendment”), is made and entered into this 8th day of August, 2018, by and between Hisham Shiblaq (hereafter “Executive”) and Invuity, Inc., having a place of business at 444 De Haro Street, San Francisco, CA 94107 (hereafter “Company”). This agreement amends the Executive Change of Control Agreement (the “Agreement”) between the parties dated May 1, 2018.
amendment No. 3 to CREDIT AND SECURITY AGREEMENT (REVOLVING LOAN)Credit and Security Agreement (Revolving Loan) • August 3rd, 2018 • Invuity, Inc. • Surgical & medical instruments & apparatus • New York
This AMENDMENT NO. 3 TO CREDIT AND SECURITY AGREEMENT (REVOLVING LOAN) (this “Agreement”) is made as of this 31st day of July, 2018, by and among INVUITY, INC., a Delaware corporation (“Invuity”), MidCap Funding IV Trust, as successor Agent to MidCap Financial Trust (in such capacity, together with its successors and assigns, “Agent”) and the other financial institutions party hereto, each as a Lender.
ContractPreferred Stock Purchase Warrant • April 17th, 2015 • Invuity, Inc. • Surgical & medical instruments & apparatus • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE OR TRANSFER IS IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT THERETO.
AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT (REVOLVING LOAN)Credit and Security Agreement (Revolving Loan) • September 27th, 2017 • Invuity, Inc. • Surgical & medical instruments & apparatus • New York
This AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT (REVOLVING LOAN) (this “Agreement”) is made as of this 26th day of September, 2017, by and among INVUITY, INC., a Delaware corporation (“Invuity”), MidCap Funding IV Trust, as successor Agent to MidCap Financial Trust (in such capacity, together with its successors and assigns, “Agent”) and the other financial institutions party hereto, each as a Lender.
September 24, 2018Merger Agreement • September 24th, 2018 • Invuity, Inc. • Surgical & medical instruments & apparatus
On behalf of the board of directors of Invuity, Inc., I am pleased to inform you that on September 10, 2018, Invuity agreed to be acquired by Stryker Corporation (“Stryker”), pursuant to the terms of an Agreement and Plan of Merger (the “Merger Agreement”) by and among Invuity, Stryker and Accipiter Corp., a wholly owned subsidiary of Stryker (“Purchaser”). Purchaser has today commenced a tender offer to purchase all outstanding shares of common stock of Invuity at a price of $7.40 per share, in cash, without interest (the “Offer Price”), subject to any applicable withholding and upon the terms and subject to the conditions of the Merger Agreement.
September 7, 2018Letter Agreement • September 24th, 2018 • Invuity, Inc. • Surgical & medical instruments & apparatus
ContractWarrant Agreement • September 27th, 2017 • Invuity, 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 SECTION 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 SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION CAN BE MADE IN COMPLIANCE WITH RULE 144 OF THE ACT, OR IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT (TERM LOAN)Credit and Security Agreement (Term Loan) • May 4th, 2018 • Invuity, Inc. • Surgical & medical instruments & apparatus • New York
This AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT (TERM LOAN) (this “Agreement”) is made as of this 30th day of April, 2018, by and among INVUITY, INC., a Delaware corporation (“Invuity”), MIDCAP FINANCIAL TRUST, as Agent (in such capacity, together with its successors and assigns, “Agent”), and the other financial institutions party hereto, each as a Lender.
TENDER AGREEMENT PREAMBLETender Agreement • September 11th, 2018 • Invuity, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS Tender Agreement (this “Agreement”), dated September 10, 2018, is by and between Stryker Corporation, a Delaware corporation (“Parent”), Accipiter Corp., a Delaware corporation and direct or indirect wholly owned Subsidiary of Parent (“Sub”), and (“Stockholder”), with respect to (a) the shares of common stock, par value $0.001 per share (the “Shares”), of Invuity, Inc., a Delaware corporation (the “Company”), (b) all securities exchangeable, exercisable or convertible into Shares and (c) any securities issued or exchanged with respect to such Shares, and upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up or combination of the securities of the Company or upon any other change in the Company’s capital structure, in each case, whether now owned or hereafter acquired by the Stockholder (the “Securities”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement • March 6th, 2018 • Invuity, Inc. • Surgical & medical instruments & apparatus • California
This Separation Agreement and Release (“Agreement”) is made by and between Philip Sawyer (“Employee”) and Invuity, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
INVUITY, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 25th, 2016 • Invuity, Inc. • Surgical & medical instruments & apparatus • California
This Employment Agreement (the “Agreement”) is entered into by and between Invuity, Inc. (the “Company”), and James Mackaness (“Executive”) as of the date the Company and Executive have each executed this Agreement, as set forth below. The terms of this Agreement will become effective on the Executive’s first day of employment, August 24, 2015 (the “Effective Date”).
AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT (TERM LOAN)Credit and Security Agreement (Term Loan) • September 27th, 2017 • Invuity, Inc. • Surgical & medical instruments & apparatus • New York
This AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT (TERM LOAN) (this “Agreement”) is made as of this 26th day of September, 2017, by and among INVUITY, INC., a Delaware corporation (“Invuity”), MidCap Financial Trust, as Agent (in such capacity, together with its successors and assigns, “Agent”), and the other financial institutions party hereto, each as a Lender.
INVUITY, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 6th, 2018 • Invuity, Inc. • Surgical & medical instruments & apparatus • California
This Employment Agreement (the “Agreement”) is entered into by and between Invuity, Inc. (the “Company”), and Scott Flora (“Executive”) as of the date the Company and Executive have each executed this Agreement, as set forth below. The terms of this Agreement will become effective on March 1, 2018 (the “Effective Date”).
August 8, 2018Letter Agreement • September 24th, 2018 • Invuity, Inc. • Surgical & medical instruments & apparatus • Delaware
AMENDMENT NO. 3 TO CREDIT AND SECURITY AGREEMENT (TERM LOAN)Credit and Security Agreement (Term Loan) • August 3rd, 2018 • Invuity, Inc. • Surgical & medical instruments & apparatus • New York
This AMENDMENT NO. 3 TO CREDIT AND SECURITY AGREEMENT (TERM LOAN) (this “Agreement”) is made as of this 31st day of July, 2018, by and among INVUITY, INC., a Delaware corporation (“Invuity”), MIDCAP FINANCIAL TRUST, as Agent (in such capacity, together with its successors and assigns, “Agent”), and the other financial institutions party hereto, each as a Lender.
AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT (REVOLVING LOAN)Credit and Security Agreement (Revolving Loan) • May 4th, 2018 • Invuity, Inc. • Surgical & medical instruments & apparatus • New York
This AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT (REVOLVING LOAN) (this “Agreement”) is made as of this 30th day of April, 2018, by and among INVUITY, INC., a Delaware corporation (“Invuity”), MidCap Funding IV Trust, as successor Agent to MidCap Financial Trust (in such capacity, together with its successors and assigns, “Agent”) and the other financial institutions party hereto, each as a Lender.
