OUTSET MEDICAL, INC. (a Delaware corporation) 5,944,859 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 13th, 2021 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus • New York
OUTSET MEDICAL, Inc. AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • February 21st, 2024 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus • California
This Amended and Restated Change in Control and Severance Agreement (the “Agreement”) is made between Outset Medical, Inc. (the “Company”) and [ ] (the “Executive”), effective as of [_______], 2024 (the “Effective Date”).
WARRANT TO PURCHASE SHARES OF SERIES B PREFERRED STOCK of OUTSET MEDICAL, INC. Dated as of June 5, 2015 Void after the date specified in Section 8Outset Medical, Inc. • August 10th, 2020 • Electromedical & electrotherapeutic apparatus • Delaware
THIS CERTIFIES THAT, for value received, , or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Outset Medical, Inc., a Delaware corporation (the “Company”), shares of the Company’s Series B Preferred Stock, $0.001 par value per share (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Term Loan Agreement, dated as of June 5, 2015, by and among the Company, CRG Partners III L.P., CRG Partners III - Parallel Fund “B” (Cayman) L.P. and CRG Partners III (Cayman) L.P.
ContractWarrant Agreement • August 10th, 2020 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus • California
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • September 9th, 2020 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [ ], 2020, by and between Outset Medical, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
WARRANT TO PURCHASE SHARES OF SERIES B PREFERRED STOCK of OUTSET MEDICAL, INC. Dated as of June 14, 2016 Void after the date specified in Section 8Outset Medical, Inc. • August 21st, 2020 • Electromedical & electrotherapeutic apparatus • Delaware
THIS CERTIFIES THAT, for value received, , or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Outset Medical, Inc., a Delaware corporation (the “Company”), shares of the Company’s Series B Preferred Stock, $0.001 par value per share (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Term Loan Agreement, dated as of June 5, 2015, by and among the Company, CRG Partners III L.P., CRG Partners III – Parallel Fund “B” (Cayman) L.P. and CRG Partners III (Cayman) L.P., as amended by that certain Amendment No. 1 to Term Loan Agreement, dated as of June 14, 2016.
EMPLOYMENT AGREEMENTEmployment Agreement • August 21st, 2020 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 23th day of February 2015, by and between Outset Medical, Inc. a Delaware corporation (the “Company”), and Leslie Trigg (the “Employee”).
AUTHORIZED RESELLER AGREEMENTAuthorized Reseller Agreement • August 10th, 2020 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus • California
THIS AUTHORIZED RESELLER AGREEMENT (“Agreement”) is made this 14th day of October, 2019 (the “Effective Date”) by and between Outset Medical (“Outset”), and SDV Office Systems, LLC dba SDV Medical (“Reseller”). Outset and Reseller are referred to herein individually as a “Party” or collectively as the “Parties.”
AMENDMENT 1 To the Authorized Reseller AgreementOutset Medical, Inc. • August 21st, 2020 • Electromedical & electrotherapeutic apparatus
This amendment 1 (“Amendment”) to the Authorized Reseller Agreement is entered into on date by and between Outset Medical, Inc., hereinafter “Outset Medical” and SDV Office Systems, LLC, dba SDV Medical, hereinafter “Reseller”, collectively together the “Parties”.
AMENDMENT TO CONTRACT MANUFACTURER AGREEMENTServices Agreement • August 10th, 2020 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus
This Amendment to Manufacturing Services Agreement (this “Amendment”) is effective as of January 26, 2018 by and between Paramit Corporation. (“Paramit”), and Outset Medical, Inc. (referred to in this agreement as “Customer”). All capitalized terms not specifically defined in this Amendment shall have the same meanings ascribed to such terms in the Manufacturing Services Agreement (as defined below).
MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • August 21st, 2020 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus
THIS MANUFACTURING SERVICES AGREEMENT (“Agreement”) is entered into this 15th day of January 2020, by and between TACNA Services, Inc., a California Corporation, hereafter referred to as “TACNA” and Outset Medical, Inc. a Delaware Corporation, hereafter referred to as “Client”.
PURCHASING AGREEMENT ProductsPurchasing Agreement • August 21st, 2020 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus • Tennessee
This Purchasing Agreement is entered into by HCA Management Services, L.P., a Delaware limited partnership, having its principal place of business at 1100 Dr. Martin L. King Jr. Blvd., Suite 1100, Nashville, TN 37203 (“HMS”), and Outset Medical, Inc., a Delaware Corporation, with a place of business at 1830 Bering Drive, San Jose, CA 95112, (“Vendor”), for the primary purpose of establishing the terms and conditions pursuant to which Facilities (as hereinafter defined) may purchase certain products and services from Vendor.
ContractOutset Medical, Inc. • August 10th, 2020 • Electromedical & electrotherapeutic apparatus
*Portions of this exhibit have been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.
ContractService Agreement • May 9th, 2024 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus
*Portions of this exhibit have been excluded because it is both (i) not material and (ii) the type of information that the Registrant both customarily and actually treats as private and confidential.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG OUTSET MEDICAL, INC. AND THE PARTIES HERETO Dated as of January 27, 2020Registration Rights Agreement • August 21st, 2020 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made, entered into and effective as of January 27, 2020, by and among the Institutional Investors (as defined herein) set forth on SCHEDULE A hereto, the Holders (as defined herein) set forth on SCHEDULE B hereto, Outset Medical, Inc., a Delaware corporation (including any of its successors by merger, acquisition, reorganization, conversion or otherwise, the “Company”) and any other Person (as defined herein) who becomes a party hereto from time to time in accordance with this Agreement.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 21st, 2020 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of July 2, 2020 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and OUTSET MEDICAL, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • August 10th, 2020 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus • California
This AGREEMENT is entered into by Paramit Corporation, a California corporation (referred to in this agreement as “Paramit”), and the following party: Outset Medical, Inc. (referred to in this agreement as “Customer”).
Portions of this exhibit have been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.Supply Agreement • March 22nd, 2021 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus • California
This SUPPLY AGREEMENT, the “Agreement”) is entered into as of January 12, 2021 (the “Effective Date”) by and between Carlisle Interconnect Technologies, Inc, headquartered at 100 Tensolite Drive, St. Augustine FL 32092 with manufacturing locations at Providien Device Assembly LLC, 6740 Nancy Ridge Drive, San Diego, CA 92121 , (“Supplier”), and Outset Medical, Inc., a Delaware corporation with offices at 3052 Orchard Drive, San Jose CA 95134 (“OUTSET”). Each of OUTSET and Supplier may be referred to in this Agreement as a “Party” and together as the “Parties”.
OUTSET MEDICAL, INC. AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Dated as of January 27, 2020Stockholders Agreement • August 21st, 2020 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Amended and Restated Stockholders Agreement (this “Agreement”) is dated as of this 27th day of January, 2020 and entered into by and among the institutional investors listed on Schedule I hereto (the “Institutional Investors”); the individuals whose names and addresses appear from time to time on Schedule II hereto (the “Other Investors”); the individuals whose names and addresses appear from time to time on Schedule IV hereto (the “Key Common Holders”); and OUTSET MEDICAL, INC., a Delaware corporation (the “Company”). The Institutional Investors and the Other Investors are hereinafter each referred to as an “Investor” and collectively referred to as the “Investors”.
WARRANT TO PURCHASE SHARES OF SERIES C PREFERRED STOCK of OUTSET MEDICAL, INC. Dated as of Void afterCredit Agreement • August 10th, 2020 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
THIS CERTIFIES THAT, for value received, Perceptive Credit Holdings, LP, or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Outset Medical, Inc., a Delaware corporation (the “Company”), shares of the Company’s Series C Preferred Stock, $0.001 par value per share (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with that certain Credit Agreement and Guaranty, dated as of June 30, 2017 (the “Credit Agreement”), among the Company, certain subsidiaries of the Company, certain parties acting as lenders thereunder and Perceptive Credit Holdings, LP, as the Administrative Agent and the Collateral Agent for such lenders thereunder.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 21st, 2024 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December 11, 2023 (the “Amendment Effective Date”), is made among SLR Investment Corp., a Maryland corporation with an office located at 500 Park Avenue, 3rd Floor, New York, NY 10022 (“SLR”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and the Lenders listed on Schedule 1.1 (as amended herein) of the Loan and Security Agreement (as defined below) or otherwise a party hereto from time to time including SLR in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and Outset Medical, Inc., a Delaware corporation with an office located at 3052 Orchard Drive, San Jose, CA 95134 (“Borrower”).
ContractOutset Medical, Inc. • August 21st, 2020 • Electromedical & electrotherapeutic apparatus
*Portions of this exhibit have been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.
OUTSET MEDICAL, INC. (a Delaware corporation) [ ● ] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 30th, 2020 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus • New York
GUARANTYOutset Medical, Inc. • August 10th, 2020 • Electromedical & electrotherapeutic apparatus • California
This Guaranty is entered into between INMOBILIARIA IAMSA, S.A., de C.V. (hereinafter “IAMSA” or “Landlord”) and Outset Medical Inc. (hereinafter “Guarantor”) regarding the following:
AMENDMENT 2 To the Authorized Reseller AgreementOutset Medical, Inc. • August 21st, 2020 • Electromedical & electrotherapeutic apparatus
This amendment 2 (“Amendment”) to the Authorized Reseller Agreement is entered into on May 6, 2020 by and between Outset Medical, Inc., hereinafter “Outset Medical” and SDV Office System, LLC, dba SDV Medical, hereinafter “Reseller”, collectively together the “Parties”.
