Minerva Surgical, Inc. [ ● ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • October 15th, 2021 • Minerva Surgical Inc • Surgical & medical instruments & apparatus • New York
Minerva Surgical, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC, Piper Sandler & Co., UBS Securities LLC and SVB Leerink LLC are acting as representatives (the “Representatives”), an aggregate of [●] shares of common stock, par value $[ ● ] per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [ ● ] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
MINERVA SURGICAL, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 27th, 2021 • Minerva Surgical Inc • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Minerva Surgical, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
ContractWarrant Agreement • October 15th, 2021 • Minerva Surgical 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 THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
MINERVA SURGICAL, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • October 15th, 2021 • Minerva Surgical Inc • Surgical & medical instruments & apparatus • California
This Change in Control and Severance Agreement (the “Agreement”) is made between Minerva Surgical, Inc. (the “Company”) and [____________] (the “Executive”), effective as of the date of the first sale of common equity securities of the Company to the general public upon the closing of an underwritten public offering (1) pursuant to an effective registration statement filed pursuant to Section 12(b) of the U.S. Securities Exchange Act of 1934, as amended, and (2) immediately after which such securities are registered on a national securities exchange (as defined under then-applicable United States federal securities laws and regulations) (the “Effective Date”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 9th, 2023 • Minerva Surgical Inc • Surgical & medical instruments & apparatus • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of February 9, 2023 by and among Minerva Surgical, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the undersigned purchasers (each, a “Purchaser” and collectively, the “Purchasers”).
MINERVA SURGICAL, INC. Confirmatory Employment Letter [Date]Confirmatory Employment Letter • October 15th, 2021 • Minerva Surgical Inc • Surgical & medical instruments & apparatus • California
This letter agreement (the “Agreement”) is entered into between Minerva Surgical, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the date signed below (the “Effective Date”). The purpose of this Agreement is to confirm the current terms and conditions of your employment.
ASSET PURCHASE AGREEMENT dated as of April 28, 2020 by and among BOSTON SCIENTIFIC CORPORATION, THE AFFILIATES OF PARENT IDENTIFIED HEREIN, and MINERVA SURGICAL, INC.Asset Purchase Agreement • September 27th, 2021 • Minerva Surgical Inc • Surgical & medical instruments & apparatus • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of April 28, 2020, is made by and among (i) BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (“Parent”), (ii) those Affiliates of Parent that hold Purchased Assets, as identified on Annex A (the “Sellers”), on the one hand, and (iii) MINERVA SURGICAL, INC., a Delaware corporation (“Buyer”), on the other hand.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 15th, 2021 • Minerva Surgical Inc • Surgical & medical instruments & apparatus • New York
This LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of October 8, 2021 (the “Closing Date”) is entered into among CANADIAN IMPERIAL BANK OF COMMERCE (“Bank”), MINERVA SURGICAL, INC., a Delaware corporation (“Borrower Representative”, and together with each Person party hereto as a borrower from time to time, collectively, “Borrowers”, and each, a “Borrower”) and each other Borrower from time to time party hereto.
MINERVA SURGICAL, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT December 19, 2012Investors’ Rights Agreement • September 8th, 2021 • Minerva Surgical Inc • Surgical & medical instruments & apparatus • California
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of December 19, 2012, by and among Minerva Surgical, Inc., a Delaware corporation (the “Company”), and the persons and entities (each, an “Investor” and collectively, the “Investors”) listed on Exhibit A hereto. Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • September 8th, 2021 • Minerva Surgical Inc • Surgical & medical instruments & apparatus • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as May 11, 2020, between Boston Scientific Corporation, a Delaware corporation, on behalf of itself and the other Sellers (as defined in the Purchase Agreement) (collectively, “Seller”), and Minerva Surgical, Inc., a Delaware corporation, on behalf of itself and its Affiliates (“Buyer”).
NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • September 8th, 2021 • Minerva Surgical Inc • Surgical & medical instruments & apparatus • Delaware
This NON-EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is dated as of the 11th day of May, 2020 (the “Effective Date”), by and between MINERVA SURGICAL, INC., a Delaware corporation (“Licensor”), and BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (“Licensee”).
CREDIT AGREEMENT by and among MINERVA SURGICAL, INC., as Borrower, Certain Subsidiaries thereof, as Guarantors, The Lenders from Time to Time Party Hereto, and ARES CAPITAL CORPORATION, as Administrative Agent, Dated as of December 30, 2019Credit Agreement • September 8th, 2021 • Minerva Surgical Inc • Surgical & medical instruments & apparatus • New York
THIS CREDIT AGREEMENT, dated as of December 30, 2019, is among MINERVA SURGICAL, INC., a Delaware corporation (the “Borrower”), the lenders from time to time party hereto (each a “Lender” and, collectively, the “Lenders”), and ARES CAPITAL CORPORATION, a Maryland corporation (“Ares”), as administrative agent and collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).
LICENSE AGREEMENTLicense Agreement • September 8th, 2021 • Minerva Surgical Inc • Surgical & medical instruments & apparatus • California
This License Agreement (“Agreement”) is made and entered into effective October 31, 2008 (“Effective Date”), by and between Hermes, LLC, a Delaware limited liability company (hereinafter “Licensor”) and Minerva Surgical, Inc., a Delaware corporation having an address at (hereinafter “Licensee”). Each of the Licensor and Licensee are each hereinafter referred to individually as a “Party” and collectively as the “Parties.”
CONSULTING AGREEMENT MINERVA SURGICAL, INC. CONSULTING AGREEMENTConsulting Agreement • December 28th, 2022 • Minerva Surgical Inc • Surgical & medical instruments & apparatus • California
This Consulting Agreement (this “Agreement”) is made and entered into on December 27, 2022 and is effective as of January 2, 2023 (the “Effective Date”) by and between Minerva Surgical, Inc., a Delaware corporation with its principal place of business at 4255 Burton Drive, Santa Clara, CA, 95054 (the “Company”), and David Clapper, an individual (“Consultant”) (each herein referred to individually as a “Party” or collectively as the “Parties”).
SUBLEASESublease • September 8th, 2021 • Minerva Surgical Inc • Surgical & medical instruments & apparatus • California
THIS SUBLEASE (“Sublease”) dated June 5, 2019 for purposes of reference, is entered into by and between PNEUMRX, INC., a Delaware corporation (“Sublandlord”), and MINERVA SURGICAL, INC., a Delaware corporation (“Subtenant”)
SEPARATION AGREEMENT AND RELEASESeparation Agreement • December 28th, 2022 • Minerva Surgical Inc • Surgical & medical instruments & apparatus • California
This Separation Agreement and Release (“Agreement”) is made by and between David Clapper (“Employee”) and Minerva Surgical, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
SHARE PURCHASE AGREEMENT BY AND BETWEEN MINERVA SURGICAL, INC., AND EACH OF THE PURCHASERS AS SET FORTH HEREIN DECEMBER 27, 2022Share Purchase Agreement • December 28th, 2022 • Minerva Surgical Inc • Surgical & medical instruments & apparatus • Delaware
This SHARE PURCHASE AGREEMENT (this “Agreement”) is dated as of December 27, 2022, by and among Minerva Surgical, Inc., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, a “Purchaser” and together, the “Purchasers”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 8th, 2021 • Minerva Surgical Inc • Surgical & medical instruments & apparatus • Delaware
This EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is dated as of the 11th day of May, 2020 (the “Effective Date”), by and between BOSTON SCIENTIFIC CORPORATION, a Delaware corporation, on behalf of itself and its affiliates (“Licensor”), and Minerva Surgical, Inc., a Delaware corporation (“Licensee”).
Re: Side Letter and Voting AgreementVoting Agreement • December 28th, 2022 • Minerva Surgical Inc • Surgical & medical instruments & apparatus
Minerva Surgical, Inc.Confirmatory Employment Letter • May 1st, 2023 • Minerva Surgical Inc • Surgical & medical instruments & apparatus
This letter agreement (the “Agreement”) is entered into between Minerva Surgical, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the date signed below (the “Effective Date”). The purpose of this Agreement is to confirm the current terms and conditions of your employment.
SUPPLY AGREEMENTSupply Agreement • September 8th, 2021 • Minerva Surgical Inc • Surgical & medical instruments & apparatus • Delaware
This SUPPLY AGREEMENT (this “Agreement”) is entered into as of May 11, 2020 (the “Effective Date”) by and between MINERVA SURGICAL, INC., a Delaware corporation (“Buyer”), and BOSTON SCIENTIFIC CORPORATION (“Seller”).
MISSION PARK BY AND BETWEEN WASHCOP I LIMITED PARTNERSHIP, a Delaware limited partnership AND MINERVA SURGICAL, INC., a Delaware corporationLease • March 22nd, 2023 • Minerva Surgical Inc • Surgical & medical instruments & apparatus
SHARE PURCHASE AGREEMENT BY AND BETWEEN MINERVA SURGICAL, INC., AND ACCELMED PARTNERS II L.P. SEPTEMBER 28, 2023Share Purchase Agreement • September 28th, 2023 • Minerva Surgical Inc • Surgical & medical instruments & apparatus • Delaware
This SHARE PURCHASE AGREEMENT (this “Agreement”) is dated as of September 28, 2023, by and among Minerva Surgical, Inc., a Delaware corporation (the “Company”), and Accelmed Partners II L.P. (the “Purchaser”).
