11,000,000 Shares Unilife Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • February 2nd, 2015 • Unilife Corp • Surgical & medical instruments & apparatus • New York
Introductory. Unilife Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 11,000,000 shares of its common stock, par value $0.01 per share (the “Shares”). The 11,000,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 1,650,000 Shares as provided in Section 2. The additional 1,650,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”) and Piper Jaffray & Co. (“Piper”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent t
UNILIFE CORPORATION Shares of Common Stock (par value $0.01 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • July 30th, 2015 • Unilife Corp • Surgical & medical instruments & apparatus • New York
Unilife Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
PURCHASE AGREEMENTPurchase Agreement • July 30th, 2015 • Unilife Corp • Surgical & medical instruments & apparatus • Illinois
PURCHASE AGREEMENT (the “Agreement”), dated as of July 29, 2015, by and between UNILIFE CORPORATION, a Delaware corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 9th, 2015 • Unilife Corp • Surgical & medical instruments & apparatus
This Stock Purchase Agreement (“Agreement”) is made and entered into on November 9, 2015 (“Effective Date”), by and between Unilife Corporation, a Delaware corporation (“Company”), and the investor whose name appears on the signature page hereto (“Investor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 11th, 2013 • Unilife Corp • Surgical & medical instruments & apparatus • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 11, 2013, is by and among Unilife Corporation, a Delaware corporation with offices located at 250 Cross Farm Lane, York, Pennsylvania 17406 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”) (provided that if only one Buyer is listed on the Schedule of Buyers, then all references to “Buyers” hereunder shall be treated as if a reference to a single “Buyer” hereunder).
MASTER LEASE AGREEMENTMaster Lease Agreement • November 9th, 2011 • Unilife Corp • Surgical & medical instruments & apparatus • Michigan
MASTER LEASE AGREEMENT (“Master Agreement”) made as of August 15, 2011, between VARILEASE FINANCE, INC., a Michigan corporation, having its chief executive offices at 6340 South 3000 East, Suite 400, Salt Lake City, UT 84121 (“Lessor”) and UNILIFE MEDICAL SOLUTIONS, INC., a Delaware corporation, having its chief executive offices at 250 Cross Farm Lane, York, PA 17406 (“Lessee”).
TERM NOTETerm Note • October 26th, 2010 • Unilife Corp • Surgical & medical instruments & apparatus • Pennsylvania
FOR VALUE RECEIVED, UNILIFE CROSS FARM LLC (the “Borrower”), promises to pay to the order of METRO BANK (“Lender”) at its address at 3801 Paxton Street, Harrisburg, PA 17111 or at such other place as Lender may from time to time designate in writing, the principal sum of Three Million Seven Hundred Fifty Thousand and 00/100 Dollars ($3,750,000.00) or, if less, such amount as may be the aggregate unpaid principal amount of all loans or advances made by Lender to Borrower pursuant hereto with interest, on the terms and conditions described below.
Date 1 September 2009 1 Parties 1 Background 1 Operative provisions 2 Conditions precedent to implementation of the Option Scheme 3 Reasonable endeavours 3 Waiver of conditions 3 Failure of condition 3 Notice of changes 4 Share Scheme 4 Share Scheme...Merger Implementation Agreement • January 6th, 2010 • Unilife Corp • Surgical & medical instruments & apparatus • New South Wales
Unilife Corporation a company incorporated in Delaware, United States of America, of 633 Lowther Road, Lewisberry, Pennsylvania 17339, United States of America (Unilife Corporation)
This instrument was prepared by and upon recording, return to: Stefanie L. Brennan, Esquire Pepper Hamilton LLPOpen-End Commercial Mortgage and Security Agreement • May 12th, 2014 • Unilife Corp • Surgical & medical instruments & apparatus
CREDIT AGREEMENT dated as of March 12, 2014 by and between UNILIFE MEDICAL SOLUTIONS, INC., as the Borrower, and ROS ACQUISITION OFFSHORE LP, as the LenderCredit Agreement • September 29th, 2014 • Unilife Corp • Surgical & medical instruments & apparatus • New York
THIS CREDIT AGREEMENT dated as of March 12, 2014 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between UNILIFE MEDICAL SOLUTIONS, INC., a Delaware corporation (the “Borrower”) and ROS ACQUISITION OFFSHORE LP, a Cayman Islands exempted limited partnership (together with its Affiliates, successors, transferees and assignees, the “Lender”). The Borrower and the Lender are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
SUPPLY AGREEMENTSupply Agreement • February 1st, 2010 • Unilife Corp • Surgical & medical instruments & apparatus • Pennsylvania
THIS SUPPLY AGREEMENT (the “Agreement”) dated as of September 15 2003, by and between B. BRAUN MEDICAL INC., a Pennsylvania corporation having offices at 824 Twelfth Avenue, Bethlehem, Pennsylvania 18018 (“B. Braun”) and Integrated Biosciences, Inc., having offices at 3721 TecPort Drive Suite 150, Harrisburg, PA 17111 (“Company”).
Re: General ReleaseGeneral Release • March 14th, 2016 • Unilife Corp • Surgical & medical instruments & apparatus • Pennsylvania
Please note that some provisions of this Agreement apply whether or not you sign this Agreement whereas other provisions apply only if you sign. Throughout this Agreement, we have tried to make this distinction clear.
RESTRICTED STOCK AGREEMENT UNDER THE UNILIFE CORPORATION AMENDED AND RESTATED GRANTEE: NO. OF SHARES:Restricted Stock Agreement • February 9th, 2015 • Unilife Corp • Surgical & medical instruments & apparatus • Delaware
This Agreement (the “Agreement”) evidences the award of [ ] restricted shares (each, an “Award Share,” and collectively, the “Award Shares”) of the common stock of Unilife Corporation, a Delaware corporation (the “Company”), granted to you, [ ], effective as of [ 201 ] (the “Grant Date”), pursuant to the Unilife Corporation Amended and Restated 2009 Stock Incentive Plan (the “Plan”) and conditioned upon your agreement to the terms described below. All of the provisions of the Plan are expressly incorporated into this Agreement.
Share Purchase Agreement Unilife Medical Solutions Limited The persons listed in Part 1 of Schedule 1Share Purchase Agreement • January 6th, 2010 • Unilife Corp • Surgical & medical instruments & apparatus • New South Wales
A The Company has an issued share capital made up of 10,333 shares, which are fully paid up and legally and beneficially owned by the Vendors and the Minority Shareholders as set out in Schedule 1.
GUARANTY AND SURETYSHIP AGREEMENTGuaranty and Suretyship Agreement • October 26th, 2010 • Unilife Corp • Surgical & medical instruments & apparatus • Pennsylvania
THIS GUARANTY AND SURETYSHIP AGREEMENT (hereafter, the “Guaranty”) is made as of October 20, 2010, by UNILIFE MEDICAL SOLUTIONS, INC., a Delaware corporation (hereafter the “Guarantor”) to and for the benefit of METRO BANK, a Pennsylvania banking corporation, with offices at 3801 Paxton Street, Harrisburg, Pennsylvania 17111-0999 (hereafter the “Lender”), with respect to the obligations of UNILIFE CROSS FARM LLC, a Delaware Limited Liability Company, (the “Borrower”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 15th, 2012 • Unilife Corp • Surgical & medical instruments & apparatus • Pennsylvania
THIS EMPLOYMENT AGREEMENT is made and entered into as of this 1st day of July 2012, by and between Unilife Corporation (“Unilife”) and Ramin Mojdehbakhsh, Ph.D. (“Mojdeh”). The term “Unilife” shall include its subsidiaries, affiliates, assigns and successors in interest under Sections 7, 8, and 13.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2015 • Unilife Corp • Surgical & medical instruments & apparatus
THIS AMENDMENT (this “Amendment”), dated and effective as of October 13, 2015, is made by and between UNILIFE CORPORATION (“Unilife”), and JOHN C. RYAN (“Ryan”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • May 12th, 2014 • Unilife Corp • Surgical & medical instruments & apparatus • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of March 12, 2014 (as amended, supplemented or otherwise modified from time to time, this “Security Agreement”), is made by UNILIFE MEDICAL SOLUTIONS, INC., a Delaware corporation (the “Borrower”), UNILIFE CORPORATION, a Delaware corporation (“Holdings”), Unilife Cross Farm LLC, a Delaware limited liability company (“Cross Farm”), UNILIFE MEDICAL SOLUTIONS PTY LIMITED, a company registered in South Australia with ACN 008 071 403 (“Solutions”) and UNITRACT SYRINGE PTY LTD, a company registered in Western Australia with ACN 101 059 723 (“Syringe”; and together with the Borrower, Holdings, Cross Farm and Solutions, and any other entity that may become a party hereto as provided herein, each a “Grantor” and, collectively, the “Grantors”) in favor of ROS ACQUISITION OFFSHORE LP, a Cayman Islands exempted limited partnership (together with its successors, transferees and assignees, the “Lender”), for itself and as agent for ROYALTY OPPORTUNITIES S
ROS Acquisition Offshore LP Attn: Neil Gray C/O Walkers Corporate Services Limited Walker House, 87 Mary Street George Town, Grand Cayman KY 1-9005 Cayman Islands OrbiMed Advisors LLC Attn: Matthew RizzoWaiver Agreement • October 24th, 2016 • Unilife Corp • Surgical & medical instruments & apparatus • New York
ContractWarrant Agreement • December 10th, 2010 • Unilife Corp • Surgical & medical instruments & apparatus • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER SUCH ACT OR LAWS.
AMENDMENT TO LETTER AGREEMENTLetter Agreement • October 24th, 2016 • Unilife Corp • Surgical & medical instruments & apparatus
THIS AMENDMENT (this “Amendment”), dated and effective as of October 13, 2015, is made by and between UNILIFE CORPORATION (“Unilife”), and MICHAEL C. RATIGAN (“Ratigan”).
DEVELOPMENT AGREEMENTDevelopment Agreement • February 1st, 2010 • Unilife Corp • Surgical & medical instruments & apparatus • Pennsylvania
This DEVELOPMENT AGREEMENT (the “Agreement”), dated as of this 14 day of December, 2009 is made by and between Unilife Cross Farm, LLC, a Delaware limited liability company (the “Owner”), and Keystone Redevelopment Group, LLC, a Pennsylvania limited liability company (“Developer”).
AGREEMENT OF LEASE BETWEEN AMC DELANCEY HEARTLAND PARTNERS, L.P. (LANDLORD) AND INTEGRATED BIOSCIENCES, INC. (TENANT) DATED AUGUST 17, 2005Lease Agreement • November 12th, 2009 • Unilife Corp • Pennsylvania
THIS AGREEMENT OF LEASE (“Lease”) is made this 17th day of August, 2005 by and between AMC DELANCEY HEARTLAND PARTNERS, L.P., a Pennsylvania limited partnership (“Landlord”) and INTEGRATED BIOSCIENCES, INC., a Delaware corporation (“Tenant”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2009 • Unilife Corp • Pennsylvania
This employment agreement is made and entered into as of this 10th day of November, 2009, by and between Unilife Medical Solutions, Inc. (“Unilife”) and Stephen Allan (“Allan”) The term “Unilife” shall include its subsidiaries, affiliates, assigns and successors in interest under Sections 7, 8, and 14.
DEVELOPMENT AGREEMENTDevelopment Agreement • January 6th, 2010 • Unilife Corp • Surgical & medical instruments & apparatus • Pennsylvania
This DEVELOPMENT AGREEMENT (the “Agreement”), dated as of this 14 day of December, 2009 is made by and between Unilife Cross Farm, LLC, a Delaware limited liability company (the “Owner”), and Keystone Redevelopment Group, LLC, a Pennsylvania limited liability company (“Developer”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2011 • Unilife Corp • Surgical & medical instruments & apparatus • Pennsylvania
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of this 30th day of September 2011, by and between Unilife Corporation (“Unilife”) and Alan D. Shortall (“Shortall”). The term “Unilife” shall include its subsidiaries, affiliates, assigns and successors in interest under Sections 7, 8, and 13.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 16th, 2015 • Unilife Corp • Surgical & medical instruments & apparatus • New York
This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of October 13, 2015 by and among UNILIFE MEDICAL SOLUTIONS, INC., a Delaware corporation (the “Borrower”), the other Creditor Obligors party hereto and ROS ACQUISITION OFFSHORE LP, a Cayman Islands exempted limited partnership (in its capacity as Lender and Collateral Agent, the “Lender”).
Fifth AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 24th, 2016 • Unilife Corp • Surgical & medical instruments & apparatus • New York
This Fifth AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of January 31, 2016 by and among Unilife Medical Solutions, Inc., a Delaware corporation (the “Borrower”), the other Creditor Obligors party hereto and ROS Acquisition Offshore LP, a Cayman Islands exempted limited partnership (in its capacity as Lender and Collateral Agent, the “Lender”).
CONSULTING AGREEMENTConsulting Agreement • March 14th, 2016 • Unilife Corp • Surgical & medical instruments & apparatus • Pennsylvania
THIS CONSULTING AGREEMENT (the “Agreement”) is made as of the 11th day of March, 2016 (the “Effective Date”) by and between Alan D. Shortall (the “Consultant”) and Unilife Corporation (the “Company”).
RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 28th, 2016 • Unilife Corp • Surgical & medical instruments & apparatus • Pennsylvania
THIS RESTATED EMPLOYMENT AGREEMENT is made and entered into on this 28th day of July 2016, by and between Unilife Corporation (“Unilife”) and John C. Ryan (“Ryan”). The term “Unilife” shall include its subsidiaries, affiliates, assigns and successors in interest under Sections 7, 8, and 13.
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • February 1st, 2010 • Unilife Corp • Surgical & medical instruments & apparatus • Pennsylvania
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”) is entered into as of this 14 day of December, 2009, by and between UNILIFE CROSS FARM LLC, a Delaware limited liability company (“Unilife Cross Farm” or “Seller”) and CROSS FARM, LLC, a Pennsylvania limited liability company (“Keystone Cross Farm” or “Buyer”). Each of Unilife Cross Farm and Buyer are individually referred to in this Agreement as a “Parry,” and collectively as the “Parties.”
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2015 • Unilife Corp • Surgical & medical instruments & apparatus
THIS AMENDMENT (this “Amendment”), dated and effective as of October 13, 2015, is made by and between UNILIFE CORPORATION (“Unilife”), and ALAN D. SHORTALL (“SHORTALL”).
SECURITIES PURCHASE AGREEMENT AMONG UNILIFE CORPORATION, UNILIFE MEDICAL SOLUTIONS, INC. AND AMGEN INC. DATED AS OF FEBRUARY 22, 2016Securities Purchase Agreement • October 24th, 2016 • Unilife Corp • Surgical & medical instruments & apparatus • New York
This SECURITIES PURCHASE AGREEMENT (as amended from time to time, this “Agreement”) is made and entered into as of February 22, 2016, among Unilife Corporation, a Delaware corporation (the “Company”), Unilife Medical Solutions, Inc., a Delaware corporation (“Unilife Medical” and, together with the Company, the “Company Parties”), and Amgen Inc., a Delaware corporation (the “Purchaser”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 9 hereof.
Re: Amendment of Exclusivity Letter Ladies and Gentlemen:Exclusivity Letter • October 24th, 2016 • Unilife Corp • Surgical & medical instruments & apparatus
Unilife Corporation (“Unilife”) and Amgen Inc. (“Amgen” and, together with Unilife, the “Parties”) have entered into an exclusivity letter agreement dated December 31, 2015 (the “Exclusivity Letter”). Capitalized terms used but not defined in this letter shall have the meanings assigned to such terms in the Exclusivity Letter.
ContractLease Agreement • January 6th, 2014 • Unilife Corp • Surgical & medical instruments & apparatus
Unilife Medical Solutions Inc. and Unilife Corp. (collectively “Unilife”) and Varilease Finance Inc. and CCA Financial LLC (“collectively VL”) agree as follows:
