SONENDO, INC. (a Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 2021 • Sonendo, Inc. • Dental equipment & supplies • New York
Sonendo, Inc., a Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”), Goldman Sachs & Co. LLC (“Goldman Sachs”), Piper Sandler & Co. (“Piper Sandler”) and each of the other underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA, Goldman Sachs and Piper Sandler are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of common stock, par value $0.001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [●] additional shares of Common Stock. The aforesaid [●
ContractWarrant Agreement • October 8th, 2021 • Sonendo, Inc. • Dental equipment & 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.
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification Agreement • October 25th, 2021 • Sonendo, Inc. • Dental equipment & supplies • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of [●], 2021 by and between Sonendo, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/an officer/an employee] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
ContractWarrant Agreement • October 8th, 2021 • Sonendo, Inc. • Dental equipment & supplies • 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 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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 23rd, 2022 • Sonendo, Inc. • Dental equipment & supplies • New York
This Securities Purchase Agreement (this “Agreement”) is made as of September 22, 2022 (the “Effective Date”) by and between Sonendo, Inc, a Delaware corporation (the “Company”), and each of the several purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser”).
ContractWarrant Agreement • August 10th, 2022 • Sonendo, Inc. • Dental equipment & supplies • New York
THIS WARRANT TO PURCHASE STOCK 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.
SONENDO, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 8th, 2021 • Sonendo, Inc. • Dental equipment & supplies • Delaware
This THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of October 26, 2018, by and among Sonendo, Inc., a Delaware corporation (the “Company”), and each of the persons listed on the attached Schedule A who become signatories to this Agreement (collectively, the “Investors”).
CREDIT AGREEMENT AND GUARANTY dated as of June 23, 2017 between SONENDO, INC. as the Borrower, The Subsidiary Guarantors from Time to Time Party Hereto, and PERCEPTIVE CREDIT HOLDINGS, LP, as the Lender and the Collateral Agent U.S. $20,000,000Credit Agreement • October 8th, 2021 • Sonendo, Inc. • Dental equipment & supplies • New York
Credit Agreement and Guaranty, dated as of June 23, 2017 (this “Agreement”), among Sonendo, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors from time to time parties hereto, and Perceptive Credit Holdings, LP, a Delaware limited partnership, in both its capacity as a Lender (defined below) hereunder and as the collateral agent for the Secured Parties (defined below) (in such capacity, together with its successors and assigns, the “Collateral Agent”).
ASSET PURCHASE AGREEMENT BY AND AMONG SONENDO, INC., as Purchaser BIOLASE, INC., as Biolase BL ACQUISITION CORP., BL ACQUISITION II, INC., AND MODEL DENTAL OFFICE, LLC, collectively, as the Sellers Dated as of September 30, 2024Asset Purchase Agreement • October 2nd, 2024 • Sonendo, Inc. • Dental equipment & supplies • Delaware
THIS ASSET PURCHASE AGREEMENT, dated as of September 30, 2024 (the “Agreement”), is entered into by and among Sonendo, Inc., a Delaware corporation (“Purchaser”), Biolase, Inc., a Delaware corporation (“Biolase”), BL Acquisition Corp., a Delaware corporation (“BL Acquisition”), BL Acquisition II, Inc., a Delaware corporation (“BL Acquisition II”), and Model Dental Office, LLC, a Delaware limited liability company (“MDO” and together with Biolase, BL Acquisition and BL Acquisition II, each a “Seller” and collectively, the “Sellers”). Purchaser and Sellers collectively are referred to herein as the “Parties” and each, a “Party”.
ASSIGNMENT, ASSUMPTION AND AMENDMENT NO. 5 TO CREDIT AGREEMENT AND GUARANTYCredit Agreement and Guaranty • September 17th, 2021 • Sonendo, Inc. • Dental equipment & supplies • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT NO. 5 TO CREDIT AGREEMENT AND GUARANTY, dated as of August 23, 2021 (this “Agreement”), is made by and among the Borrower, the Subsidiary Guarantors, the Original Lender, the Original Collateral Agent, Perceptive Credit Holdings III, LP, a Delaware limited partnership (the “New Lender”) and Perceptive Credit Holdings III, LP, a Delaware limited partnership (in such capacity, together with its successors and assigns, the “New Collateral Agent”).
SONENDO, INC. FIFTH AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • October 8th, 2021 • Sonendo, Inc. • Dental equipment & supplies • Delaware
THIS FIFTH AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) is made as of December 10, 2019, by and among Sonendo, Inc., a Delaware corporation (the “Company”), the stockholders of the Company listed on Exhibit A, together with any subsequent stockholders who become parties hereto pursuant to Section 7(b) (collectively, the “Stockholders”), and the holders of shares of Preferred Stock (as defined below) listed on Exhibit B (collectively, the “Investors” and individually, the “Investor”). The Stockholders and the Investors are referred herein collectively as “Voting Parties.”
Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. ASSET PURCHASE AGREEMENT by and among Valsoft...Asset Purchase Agreement • March 5th, 2024 • Sonendo, Inc. • Dental equipment & supplies • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective March 1, 2024 by and among TDO Software, Inc., a California corporation, with its registered office in the State of California (the “Seller”), on one hand, and Valsoft Corporation Inc., a Quebec Corporation (the “Canadian Purchaser”), Aspire USA LLC, a Delaware limited liability company (the “U.S. Purchaser” and, together with the Canadian Purchaser, each, a “Purchaser” and, collectively, the “Purchasers”), on the other hand. Seller and Purchasers are sometimes referred to individually as a “Party” and collectively as the “Parties”.
SECURITIES PURCHASE AGREEMENT FOR RETAIL INVESTORSSecurities Purchase Agreement • September 23rd, 2022 • Sonendo, Inc. • Dental equipment & supplies • New York
This Securities Purchase Agreement (this “Agreement”) is made as of September 22, 2022 (the “Effective Date”) by and between Sonendo, Inc, a Delaware corporation (the “Company”), and each of the several Retail Investors identified on the signature pages hereto (each, including its successors and assigns, a “Retail Investor”).
AMENDMENT NO. 3 AND WAIVER TO CREDIT AGREEMENT AND GUARANTYCredit Agreement and Guaranty • September 17th, 2021 • Sonendo, Inc. • Dental equipment & supplies • New York
This AMENDMENT NO. 3 AND WAIVER TO CREDIT AGREEMENT AND GUARANTY, dated as of May 15, 2020 (this “Amendment”), is among Sonendo, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors party hereto, the Lenders party hereto and Perceptive Credit Holdings, LP, a Delaware limited partnership, as the collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”). Reference is made to the Credit Agreement and Guaranty, dated as of June 23, 2017 (as amended by Amendment No. 1 to Credit Agreement and Guaranty, dated as of October 3, 2018 and Amendment No. 2 to Credit Agreement and Guaranty, dated as of October 7, 2019 and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Collateral Agent. Capitalized terms used herein without definition shall have the same meanings as set
AMENDMENT NO. 4 TO CREDIT AGREEMENT AND GUARANTYCredit Agreement and Guaranty • September 17th, 2021 • Sonendo, Inc. • Dental equipment & supplies • New York
This AMENDMENT NO. 4 TO CREDIT AGREEMENT AND GUARANTY, dated as of October 13, 2020 (this “Amendment”), is among Sonendo, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors party hereto, the Lenders party hereto and Perceptive Credit Holdings, LP, a Delaware limited partnership, as the collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”). Reference is made to the Credit Agreement and Guaranty, dated as of June 23, 2017 (as amended by Amendment No. 1 to Credit Agreement and Guaranty, dated as of October 3, 2018, Amendment No. 2 to Credit Agreement and Guaranty, dated as of October 7, 2019, and Amendment No. 3 to Credit Agreement and Guaranty, dated as of May 15, 2020, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Collateral Agent. Capitalized t
AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT AND GUARANTYCredit Agreement • March 5th, 2024 • Sonendo, Inc. • Dental equipment & supplies • New York
This AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT AND GUARANTY, dated as of March 1, 2024 (this “Amendment”), is among Sonendo, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors party hereto, the Lenders party hereto and Perceptive Credit Holdings III, LP, a Delaware limited partnership, as the collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”). Reference is made to the Amended and Restated Credit Agreement and Guaranty, dated as of August 23, 2021 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Collateral Agent. Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement, as amended hereby.
AMENDMENT NO. 2 TO CREDIT AGREEMENT AND GUARANTYCredit Agreement and Guaranty • September 17th, 2021 • Sonendo, Inc. • Dental equipment & supplies • New York
This AMENDMENT NO. 2 TO CREDIT AGREEMENT AND GUARANTY, dated as of October 7, 2019 (this “Amendment”), is among Sonendo, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors party hereto, the Lenders party hereto (the “Lenders”) and Perceptive Credit Holdings, LP, a Delaware limited partnership, as the collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”). Reference is made to the Credit Agreement and Guaranty, dated as of June 23, 2017 (as amended or otherwise modified, the “Credit Agreement”), among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Collateral Agent. Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement, as amended hereby.
AMENDED AND RESTATED CREDIT AGREEMENT AND GUARANTY dated as of August 23, 2021 between SONENDO, INC. as the Borrower, The Subsidiary Guarantors from Time to Time Party Hereto, and PERCEPTIVE CREDIT HOLDINGS III, LP, as the Lender and the Collateral...Credit Agreement • September 17th, 2021 • Sonendo, Inc. • Dental equipment & supplies • New York
This Amended and Restated Credit Agreement and Guaranty, dated as of August 23, 2021 (this “Agreement”), among Sonendo, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors from time to time parties hereto, and Perceptive Credit Holdings III, LP, a Delaware limited partnership, in both its capacity as a Lender (defined below) hereunder and as the collateral agent for the Secured Parties (defined below) (in such capacity, together with its successors and assigns, the “Collateral Agent”).
AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT AND GUARANTYCredit Agreement • January 17th, 2023 • Sonendo, Inc. • Dental equipment & supplies • New York
This AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT AND GUARANTY, dated as of January 13, 2023 (this “Amendment”), is by and among SONENDO, INC., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors party hereto, the Lenders party hereto, and Perceptive Credit Holdings III, LP, a Delaware limited partnership, as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”). Reference is made to the Amended and Restated Credit Agreement and Guaranty, dated as of August 23, 2021 (as amended, supplemented or otherwise modified and in effect prior to the date hereof, the “Existing Credit Agreement”, and as further amended by this Amendment, the “Credit Agreement”), by and among the Borrower, certain subsidiaries of the Borrower from time to time party thereto, the Lenders (as defined therein) from time to time party thereto and the Collateral Agent. Capitalized terms used herein without definition shall
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT AND GUARANTYCredit Agreement • April 7th, 2022 • Sonendo, Inc. • Dental equipment & supplies • New York
AND GUARANTY, dated as of April 6, 2022 (this “Amendment”), is among Sonendo, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors party hereto, the Lenders party hereto and Perceptive Credit Holdings III, LP, a Delaware limited partnership, as the collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, the “Collateral Agent”). Reference is made to the Amended and Restated Credit Agreement and Guaranty, dated as of August 23, 2021 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Collateral Agent. Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement, as amended hereby.
TO: Mehrzad Khakpour RE: Executive Severance AgreementExecutive Severance Agreement • October 8th, 2021 • Sonendo, Inc. • Dental equipment & supplies
If your employment with the Company is terminated by the Company without Cause (as defined below), then, subject to your executing and not revoking a general release of claims against the Company and its affiliates within sixty (60) days of such termination, you will be entitled to receive six (6) months of your base salary as in effect immediately prior to such termination payable in substantially equal installments in accordance with the Company’s standard payroll practices with such installments to commence as soon as administratively practicable after the release becomes no longer subject to revocation. Notwithstanding the foregoing, in the event that such severance constitutes “nonqualified deferred compensation” within the meaning of Section 409A, then such severance shall not commence payment until the sixtieth (60th) day following your “separation from service” within the meaning of Section 409A (with the first installment to include any installments that would otherwise have b
AMENDMENT NO. 1 TO CREDIT AGREEMENT AND GUARANTYCredit Agreement and Guaranty • September 17th, 2021 • Sonendo, Inc. • Dental equipment & supplies • New York
This AMENDMENT NO. 1 TO CREDIT AGREEMENT AND GUARANTY, dated as of October 3, 2018 (this “Amendment”), is among Sonendo, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto (the “Lenders”), Perceptive Credit Holdings, LP, a Delaware limited partnership, as the collateral agent for the Secured Parties (in such capacity, together with its successors and assigns, “Collateral Agent”). Reference is made to the Credit Agreement and Guaranty, dated as of June 23, 2017 (as amended or otherwise modified, the “Credit Agreement”), among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Collateral Agent. Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement, as amended hereby.
STANDARD BUSINESS PARK LEASE - MULTI-TENANT Tenant Specific TermsStandard Business Park Lease • September 17th, 2021 • Sonendo, Inc. • Dental equipment & supplies
THIS LEASE is entered into by and between LANDLORD and TENANT, and is dated for reference purposes only as provided in the following Basic Lease Information. The General Terms of this LEASE, and any exhibits or addenda thereto, are hereby incorporated by this reference and made a material part of this agreement. LANDLORD and TENANT agree as follows:
