TANDEM DIABETES CARE, INC. (a Delaware corporation) 3,508,770 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 3rd, 2018 • Tandem Diabetes Care Inc • Surgical & medical instruments & apparatus • New York
Tandem Diabetes Care, Inc., a Delaware corporation (the "Company"), confirms its agreement with Oppenheimer & Co. Inc. ("Oppenheimer") 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 Oppenheimer is acting as representative (in such capacity, the "Representative"), 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 526,315 additional shares of Common Stock. The aforesaid 3,508,770 shares of Common Stock (the "Initial Securities") to be purchased by the Under
ContractCredit Agreement • August 3rd, 2022 • Tandem Diabetes Care Inc • Surgical & medical instruments & apparatus • New York
CREDIT AGREEMENT Dated as of May 18, 2022 among TANDEM DIABETES CARE, INC., as the Borrower,THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, and The Other Lenders Party Hereto
TANDEM DIABETES CARE, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 8, 2024 1.50% Convertible Senior Notes due 2029Indenture • March 11th, 2024 • Tandem Diabetes Care Inc • Surgical & medical instruments & apparatus • New York
INDENTURE dated as of March 8, 2024 between TANDEM DIABETES CARE, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
ContractTandem Diabetes Care Inc • October 7th, 2013 • 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.
FORM OF SERIES A WARRANTTandem Diabetes Care Inc • October 13th, 2017 • Surgical & medical instruments & apparatus • New York
Tandem Diabetes Care, Inc., a company organized under the laws of Delaware (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after October [ ], 2017 (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________)1 fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Series A Warrant to Purchase Common Stock (including any Series A Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this "Warrant")
LEASE AGREEMENTLease Agreement • July 28th, 2016 • Tandem Diabetes Care Inc • Surgical & medical instruments & apparatus
THIS LEASE AGREEMENT (this “Lease”) is made this 30th day of June, 2016, between ARE-SD REGION NO. 36, LLC, a Delaware limited liability company (“Landlord”), and TANDEM DIABETES CARE, INC., a Delaware corporation (“Tenant”).
TANDEM DIABETES CARE, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of May 15, 2020 1.50% Convertible Senior Notes due 2025Tandem Diabetes Care Inc • May 15th, 2020 • Surgical & medical instruments & apparatus • New York
INDENTURE dated as of May 15, 2020 between TANDEM DIABETES CARE, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
LEASE BETWEEN ONE DEL MAR LLC AND TANDEM DIABETES CARE, INC.Lease • February 22nd, 2022 • Tandem Diabetes Care Inc • Surgical & medical instruments & apparatus • California
liability company, hereafter called “Landlord,” and TANDEM DIABETES CARE, INC., a Delaware corporation, hereafter called “Tenant.”
INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE – GROSS MODIFIED DATED FEBRUARY 19, 2019 BY AND BETWEEN TANDEM DIABETES CARE, INC., A DELAWARE CORPORATION AND R. E. HAZARD CONTRACTING COMPANY, A CALIFORNIA CORPORATIONTandem Diabetes Care Inc • April 30th, 2019 • Surgical & medical instruments & apparatus
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • September 30th, 2013 • Tandem Diabetes Care Inc • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement (this “Agreement”), dated , is by and between Tandem Diabetes Care, Inc., a Delaware corporation (the “Company”), and [NAME] (“Indemnitee”).
AMENDED AND RESTATED EMPLOYMENT SEVERANCE AGREEMENTEmployment Severance Agreement • January 16th, 2018 • Tandem Diabetes Care Inc • Surgical & medical instruments & apparatus • California
This Amended and Restated Employment Severance Agreement (the “Agreement”) is made and entered into effective as of August 2, 2017 (the “Effective Date”), by and between Leigh Vosseller (the “Employee”) and Tandem Diabetes Care, Inc. (the “Company”). The parties previously entered into an Employment Severance Agreement, dated November 4, 2013 (the “Previous Agreement”), and now desire to amend and restate the Previous Agreement in its entirety as set forth herein. The parties hereby agree as follows:
OFFICE LEASE by and between TREA PACIFIC PLAZA, LLC, a Delaware limited liability company (“Landlord”) andOffice Lease • April 30th, 2019 • Tandem Diabetes Care Inc • Surgical & medical instruments & apparatus • California
This OFFICE LEASE (this “Lease”) is made between TREA PACIFIC PLAZA, LLC, a Delaware limited liability company (“Landlord”), and the Tenant described in Item 1 of the Basic Lease Provisions.
AMENDED AND RESTATED TERM LOAN AGREEMENT dated as of April 4, 2014 between TANDEM DIABETES CARE, INC. as Borrower, The SUBSIDIARY GUARANTORS from Time to Time Party Hereto, and The LENDERS from Time to Time Party Hereto, U.S. $30,000,000Loan Agreement • May 6th, 2014 • Tandem Diabetes Care Inc • Surgical & medical instruments & apparatus • New York
AMENDED AND RESTATED TERM LOAN AGREEMENT, dated as of April 4, 2014, among TANDEM DIABETES CARE, INC., a Delaware corporation (“Borrower”), the SUBSIDIARY GUARANTORS from time to time party hereto and the Lenders from time to time party hereto.
DEVELOPMENT AGREEMENTDevelopment Agreement • November 9th, 2018 • Tandem Diabetes Care Inc • Surgical & medical instruments & apparatus • Delaware
This Development Agreement (this “Agreement”) is made and entered into on June 4, 2015 (the “Effective Date”) by and between Tandem Diabetes Care, Inc., a Delaware corporation, having a principal place of business at 11045 Roselle St., San Diego, CA 92121 (“Tandem”) and DexCom, Inc., a Delaware corporation, having a principal place of business at 6340 Sequence Drive, San Diego, CA 92121 (“DexCom”).
FORM OF WARRANT TO PURCHASE STOCKTandem Diabetes Care Inc • March 8th, 2017 • Surgical & medical instruments & apparatus • California
This Warrant to Purchase Stock (“Warrant”) is issued in connection with that certain Waiver and Amendment No. 4 to that certain Amended and Restated Term Loan Agreement, dated as of April 4, 2014, as previously amended by (i) that certain Consent and Amendment Agreement, dated as of June 20, 2014, (ii) that certain Omnibus Amendment Agreement No. 2, dated as of February 23, 2015, and (iii) that certain Amendment No. 3 to Term Loan Agreement, dated as of January 8, 2016 between the Company, as borrower, and Capital Royalty Partners II – Parallel Fund “A” L.P., Capital Royalty Partners II L.P., Capital Royalty Partners II (Cayman) L.P. and Capital Royalty Partners II – Parallel Fund “B” (Cayman) L.P. as lenders (the “Term Loan Agreement”).
TANDEM DIABETES CARE, INC. STOCK OPTION AGREEMENTStock Option Agreement • October 7th, 2013 • Tandem Diabetes Care Inc • Surgical & medical instruments & apparatus • California
This Stock Option Agreement (the “Agreement”) is entered into as of , by and between Tandem Diabetes Care, Inc., a Colorado corporation (the “Company”), and (the “Optionee”) pursuant to the Company’s 2006 Stock Incentive Plan (the “Plan”). Any capitalized term not defined herein shall have the same meaning ascribed to it in the Plan.
SECOND AMENDMENT TO LEASELease • November 5th, 2020 • Tandem Diabetes Care Inc • Surgical & medical instruments & apparatus
THIS SECOND AMENDMENT TO LEASE (this "Amendment") is made as of September 2, 2020, by and between ARE-11025/11075 ROSELLE STREET, LLC, a Delaware limited liability company ("Landlord"), and TANDEM DIABETES CARE, INC., a Delaware corporation ("Tenant").
TERM LOAN AGREEMENT dated as of December 24, 2012 between TANDEM DIABETES CARE, INC. as Borrower, The SUBSIDIARY GUARANTORS from Time to Time Party Hereto, and Capital Royalty Partners II L.P. and Capital Royalty Partners II – Parallel Fund “A” L.P....Loan and Security Agreement • October 7th, 2013 • Tandem Diabetes Care Inc • Surgical & medical instruments & apparatus • New York
TERM LOAN AGREEMENT, dated as of December 24, 2012 (this “Agreement”), among TANDEM DIABETES CARE, INC., a Delaware corporation (“Borrower”), the SUBSIDIARY GUARANTORS from time to time party hereto and the Lenders from time to time party hereto.
TANDEM DIABETES CARE, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT August 30, 2012Investors’ Rights Agreement • October 7th, 2013 • Tandem Diabetes Care Inc • Surgical & medical instruments & apparatus • Delaware
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 30th day of August, 2012, by and among Tandem Diabetes Care, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”).
WAIVER AND AMENDMENT NO. 4 TO TERM LOAN AGREEMENTTerm Loan Agreement • March 8th, 2017 • Tandem Diabetes Care Inc • Surgical & medical instruments & apparatus • New York
THIS WAIVER AND AMENDMENT NO. 4 TO TERM LOAN AGREEMENT (this “Amendment”), dated as of March 7, 2017, is made among TANDEM DIABETES CARE, INC., a Delaware corporation (the “Borrower”) and the financial institutions listed on the signature pages hereof under the heading “EXISTING TERM LOAN LENDERS” (each a “Lender” and, collectively, the “Lenders”).
CONFIDENTIAL INTELLECTUAL PROPERTY AGREEMENTConfidential Intellectual Property Agreement • November 8th, 2013 • Tandem Diabetes Care Inc • Surgical & medical instruments & apparatus • Delaware
This Intellectual Property Agreement is by and between TANDEM DIABETES CARE, INC., a Delaware corporation whose address and principal place of business is at 11045 Roselle Street, Suite 200, San Diego, California 92121, U.S.A. (“Tandem”) and SMITHS MEDICAL ASD, INC., a Delaware corporation with an address and a principal place of business at 1265 Grey Fox Road, Saint Paul, Minnesota 55112, U.S.A. (“Smiths Medical”).
and Series A Warrants to Purchase up to 4,630,000 Shares of Common Stock Series B Warrants to Purchase up to 4,630,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 13th, 2017 • Tandem Diabetes Care Inc • Surgical & medical instruments & apparatus • New York
Tandem Diabetes Care, Inc., a Delaware corporation (the "Company"), confirms its agreement with Oppenheimer & Co. Inc. ("Oppenheimer") 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 Oppenheimer is acting as representative (in such capacity, the "Representative"), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of (x) shares (the "Shares") of Common Stock, par value $0.001 per share, of the Company ("Common Stock") set forth in Schedule A hereto, (y) Series A warrants to purchase up to an aggregate of 4,630,000 shares of Common Stock (the "Series A Warrants") and (z) Series B warrants to purchase up to an aggregate of 4,630,000 shares of Common Stock (the "Series B Warrants" and together with the Series A Warrants, the "Warrants") set fo
COMMERCIALIZATION AGREEMENTCommercialization Agreement • February 24th, 2021 • Tandem Diabetes Care Inc • Surgical & medical instruments & apparatus • California
This Commercialization Agreement (this “Agreement”) is made and entered into on November 20, 2020 (the “Effective Date”) by and between Tandem Diabetes Care, Inc, having a principal place of business at 11075 Roselle St., San Diego, CA 92121 (“Tandem”) and DexCom, Inc., a Delaware corporation having a principal place of business at 6340 Sequence Drive, San Diego, CA 92121 (“DexCom”). Tandem and DexCom may be referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT SEVERANCE AGREEMENTEmployment Severance Agreement • April 30th, 2019 • Tandem Diabetes Care Inc • Surgical & medical instruments & apparatus
This First Amendment (the “First Amendment”) to Amended and Restated Employment Severance Agreement, dated November 4, 2013 (the “Agreement”), is made and entered into effective as of February 25, 2019 (the “Effective Date”), by and between John F. Sheridan (the “Employee”) and Tandem Diabetes Care, Inc. (the “Company”).
AMENDED AND RESTATED DEVELOPMENT AGREEMENTDevelopment Agreement • August 1st, 2024 • Tandem Diabetes Care Inc • Surgical & medical instruments & apparatus • California
This Amended and Restated Development Agreement (this “Agreement”) is made and entered into effective as of May 21, 2024 (“Effective Date”) by and between Tandem Diabetes Care, Inc, having a principal place of business at 12400 High Bluff Drive, San Diego, CA 92130 (“Tandem”) and DexCom, Inc., a Delaware corporation having a principal place of business at 6340 Sequence Drive, San Diego, CA 92121 (“DexCom”). Tandem and DexCom may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • July 27th, 2017 • Tandem Diabetes Care Inc • Surgical & medical instruments & apparatus • New York
Tandem Diabetes Care, Inc., a company organized under the laws of the State of Delaware (the “Company”), proposes to issue and sell from time to time through Piper Jaffray & Co. (the “Agent”), as sales agent and/or principal, the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $15,000,000 (the “Shares”) on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 2 on the number of shares of Shares issued and sold under this Equity Distribution Agreement (this “Agreement”) shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.
SECOND AMENDMENT TO OFFICE LEASEOffice Lease • May 5th, 2021 • Tandem Diabetes Care Inc • Surgical & medical instruments & apparatus
This SECOND AMENDMENT TO OFFICE LEASE (“Amendment”) is made as of March 11, 2021 (“Effective Date”), by and between TREA PACIFIC PLAZA, LLC, a Delaware limited liability company (“Landlord”), and TANDEM DIABETES CARE, INC., a Delaware corporation (“Tenant”).
TANDEM DIABETES CARE, INC. RESTRICTED STOCK PURCHASE AGREEMENT UNDER THERestricted Stock Purchase Agreement • August 12th, 2013 • Tandem Diabetes Care Inc • Surgical & medical instruments & apparatus • California
THIS RESTRICTED STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of , 200 by and between (hereinafter referred to as “Purchaser”), Tandem Diabetes Care, Inc., a Colorado corporation (hereinafter referred to as the “Company”), pursuant to the Company’s 2006 Stock Incentive Plan (the “Plan”). Any capitalized term not defined herein shall have the same meaning ascribed to it in the Plan.
DISTRIBUTOR AGREEMENT [***]: Certain confidential portions of this exhibit were omitted by means of marking such portions with asterisks because the identified confidential portions (i) are not material, and (ii) would be competitively harmful if...Distributor Agreement • February 22nd, 2022 • Tandem Diabetes Care Inc • Surgical & medical instruments & apparatus
This Distributor Agreement (the “Agreement”) is entered into effective as of January 14, 2022 (“Effective Date”), by and between Unomedical A/S, a Danish corporation having its principal place of business at Aaholmvej 1-3, Osted, 4320 Lejre, Denmark (“Company”), and Tandem Diabetes Care, Inc., a Delaware corporation having its principal place of business at 11075 Roselle Street, Suite 200, San Diego, California, 92121, USA (“Distributor”).
FIRST AMENDMENT TO OFFICE LEASEOffice Lease • August 1st, 2019 • Tandem Diabetes Care Inc • Surgical & medical instruments & apparatus • Delaware
This FIRST AMENDMENT TO OFFICE LEASE ("Amendment'') is made as of May 15, 2019 ("Effective Date"), by and between TRBA PACIFIC PLAZA, LLC, a Delaware limited liability company ("Landlord''), and TANDEM DIABETES CARE, INC., a Delaware corporation ("Tenant'').
11045 Roselle Street • San Diego, CA 92121 858/366-6900 main • 858/202-6718 fax June 28, 2013 David. B. Berger Dear David: Tandem Diabetes Care, Inc. (the “Company”) is pleased to offer you employment on the terms set forth below.Tandem Diabetes Care Inc • October 7th, 2013 • Surgical & medical instruments & apparatus
LICENSE AGREEMENTLicense Agreement • April 30th, 2020 • Tandem Diabetes Care Inc • Surgical & medical instruments & apparatus
THIS LICENSE AGREEMENT (this “Agreement”) dated as of July 14, 2016 (the “Effective Date”), is entered into between TypeZero Technologies LLC, a Delaware corporation (“TypeZero”), having a place of business at 212 East Main Street, Suite 202, Charlottesville, VA 22902, and Tandem Diabetes Care, Inc., a Delaware corporation (“Tandem”), having a place of business at 11045 Roselle Street, San Diego, CA 92121.
DEVELOPMENT AGREEMENTDevelopment Agreement • February 24th, 2021 • Tandem Diabetes Care Inc • Surgical & medical instruments & apparatus • California
This Development Agreement (this “Agreement”) is made and entered into on November 20, 2020 (the “Effective Date”) by and between Tandem Diabetes Care, Inc, having a principal place of business at 11075 Roselle St., San Diego, CA 92121 (“Tandem”) and DexCom, Inc., a Delaware corporation having a principal place of business at 6340 Sequence Drive, San Diego, CA 92121 (“DexCom”). Tandem and DexCom may be referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
Re: Transition and Consulting Agreement (“Agreement”)Tandem Diabetes Care Inc • December 11th, 2023 • Surgical & medical instruments & apparatus
This letter sets forth the substance of the transition and consulting agreement (the “Agreement”) that Tandem Diabetes Care, Inc. (the “Company”) is offering to you to aid in your employment transition:
OMNIBUS AMENDMENT AGREEMENT NO. 2Omnibus Amendment Agreement • April 30th, 2015 • Tandem Diabetes Care Inc • Surgical & medical instruments & apparatus • New York
THIS OMNIBUS AMENDMENT AGREEMENT NO. 2 (this “Amendment”), dated as of February 23, 2015, is made among TANDEM DIABETES CARE, INC., a Delaware corporation (the “Borrower”), (i) the financial institutions listed on the signature pages hereof under the heading “EXISTING TERM LOAN LENDERS” (each an “Existing Term Loan Lender” and, collectively, the “Existing Term Loan Lenders”) and (ii) the financial institutions listed on the signature pages hereof under the heading “NEW TRANCHE TERM LOAN LENDERS” (each an “New Tranche Term Loan Lender” and, collectively, the “New Tranche Term Loan Lenders”, and together with the Existing Term Loan Lenders, the “Term Loan Lenders”).
