Inari Medical, Inc. Sample Contracts

INARI MEDICAL, INC. (a Delaware corporation) 2,000,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • March 15th, 2022 • Inari Medical, Inc. • Surgical & medical instruments & apparatus • New York
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INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 19th, 2019 • Inari Medical, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ], 2019 between Inari Medical, Inc., a Delaware corporation (the “Company”), and [name] (“Indemnitee”).

Contract
Warrant Agreement • February 21st, 2020 • Inari Medical, 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 FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 5th, 2020 • Inari Medical, Inc. • Surgical & medical instruments & apparatus • Delaware

This Indemnification Agreement (“Agreement”) is made as of ________ __, 20__ by and between Inari Medical, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

INARI MEDICAL INC.
Stock Option Agreement • February 21st, 2020 • Inari Medical, Inc. • Surgical & medical instruments & apparatus • Delaware

Unless otherwise defined herein, the terms defined in the 2011 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).

LEASE BETWEEN OAK CANYON CREEK LLC AND INARI MEDICAL, INC.
Lease • November 12th, 2020 • Inari Medical, Inc. • Surgical & medical instruments & apparatus • California

limited liability company, hereafter called “Landlord,” and INARI MEDICAL, INC., a Delaware corporation, hereafter called “Tenant.”

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 27th, 2023 • Inari Medical, Inc. • Surgical & medical instruments & apparatus • California

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), effective as of January 1, 2023, is entered into by and between Inari Medical, Inc., a Delaware corporation (the “Company”) and Andrew Hykes (the “Executive”), and amends and restates that certain Employment Agreement entered into between the Company and the Executive, dated March 5, 2020 (the “Prior Agreement”).

EMPLOYMENT AGREEMENT
Employment Agreement • October 28th, 2024 • Inari Medical, Inc. • Surgical & medical instruments & apparatus • California

THIS EMPLOYMENT AGREEMENT (this “Agreement”), effective as of October 1, 2024, is entered into by and between Inari Medical, Inc., a Delaware corporation (the “Company”) and Kevin Strange (the “Executive”).

LOAN, GUARANTY AND SECURITY AGREEMENT
Loan Agreement • September 11th, 2020 • Inari Medical, Inc. • Surgical & medical instruments & apparatus • New York

THIS LOAN, GUARANTY AND SECURITY AGREEMENT is dated as of September 4, 2020, by and among INARI MEDICAL, INC., a Delaware corporation (“Inari”; and together with any other party joined hereto as a Borrower, each, a “Borrower” and collectively, the “Borrowers”), INARI MEDICAL INTERNATIONAL, INC., a Delaware corporation (“Inari International”; and together with any other party joined hereto as a Guarantor, each, a “Guarantor” and collectively, the “Guarantors”), the financial institutions party to this Agreement from time to time as Lenders, and BANK OF AMERICA, N.A., a national banking association (“Bank of America”), as agent for the Lenders (in such capacity, “Agent”).

EMPLOYMENT AGREEMENT
Employment Agreement • May 5th, 2020 • Inari Medical, Inc. • Surgical & medical instruments & apparatus • California

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of March 5, 2020, is entered into by and between Inari Medical, Inc., a Delaware corporation (the “Company”) and Andrew Hykes (the “Executive”).

INARI MEDICAL, INC. 9272 Jeronimo Road, Suite 124 Irvine, California 92618 SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT March 29, 2018
Investors’ Rights Agreement • February 21st, 2020 • Inari Medical, Inc. • Surgical & medical instruments & apparatus • Delaware

This Second Amended and Restated Investors’ Rights Agreement (as amended from time to time, this “Agreement”), dated March 29, 2018 (the “Effective Date”), is executed by and among Inari Medical, Inc., a Delaware corporation (the “Company”), and the persons identified on Exhibit A (each, an “Investor” and, collectively, the “Investors”). The Company and the Investors are each individually referred to in this Agreement as a “Party,” and are collectively referred to in this Agreement as the “Parties.” Otherwise undefined capitalized terms used in this Agreement are defined in Section 4.1.

INARI MEDICAL, INC. COMMON STOCK WARRANT
Common Stock Warrant • February 21st, 2020 • Inari Medical, Inc. • Surgical & medical instruments & apparatus • California

This Common Stock Warrant (this “Warrant”) is issued as of February 19, 2015 (the “Issuance Date”) by Inari Medical, Inc., a Delaware corporation (the “Company”), to Croton Partners, LLC (the “Holder”).

FOURTH AMENDMENT AND JOINDER TO LOAN, GUARANTY AND SECURITY AGREEMENT
Loan, Guaranty and Security Agreement • February 27th, 2023 • Inari Medical, Inc. • Surgical & medical instruments & apparatus • New York

This FOURTH AMENDMENT AND JOINDER TO LOAN, GUARANTY AND SECURITY AGREEMENT (this “Amendment”), dated as of December 16, 2022, is by and among INARI MEDICAL, INC., a Delaware corporation (the “Borrower”), INARI MEDICAL INTERNATIONAL, INC., a Delaware corporation (the “IMI”), INARI MEDICAL LATIN AMERICA, INC., a Delaware corporation (“IMLA” or “New Guarantor”; and together with IMI, each, a “Guarantor” and collectively, the “Guarantors”), each of the lenders signatory hereto (the “Lenders”), and BANK OF AMERICA, N.A., as agent for the Lenders (in such capacity, the “Agent”). Capitalized terms used herein and not otherwise defined shall have the meaning assigned such term in the Loan Agreement (as defined below).

INARI MEDICAL, INC. SIGNATURE BANK LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 21st, 2020 • Inari Medical, Inc. • Surgical & medical instruments & apparatus • New York

This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of December 11, 2019, by and between SIGNATURE BANK (“Bank”) and INARI MEDICAL, INC. (“Borrower”).

AMENDED AND RESTATED TECHNOLOGY AGREEMENT
Technology Agreement • February 21st, 2020 • Inari Medical, Inc. • Surgical & medical instruments & apparatus • California

THIS AMENDED AND RESTATED TECHNOLOGY AGREEMENT (together with the exhibits hereto, as may be amended or restated from time to time, this “Agreement”) dated as of March 2, 2018 (the “Restatement Date”), is entered into between INCEPTUS MEDICAL, LLC, a Delaware limited liability company (“Inceptus”), with a place of business at 8 Argonaut, Suite 100, Aliso Viejo, California 92656, and INARI MEDICAL, INC., a Delaware corporation (“Inari”), with a place of business at 9272 Jeronimo Road, Suite 124, Irvine, California 92618.

SUBLICENSE AGREEMENT
Sublicense Agreement • February 21st, 2020 • Inari Medical, Inc. • Surgical & medical instruments & apparatus • Pennsylvania

THIS SUBLICENSE AGREEMENT (this “Agreement”) dated as of August 1, 2019 (the “Effective Date”), is entered into between Inceptus Medical, LLC, a Delaware limited liability company (“Inceptus”), having a place of business at 8 Argonaut, Suite 100, Aliso Viejo, CA 92656, and Inari Medical, Inc., a Delaware corporation (“Inari”), having a place of business at 9272 Jeronimo Rd. #124, Irvine, CA 92618. The parties hereby agree as follows:

AMENDED AND RESTATED SERVICES AGREEMENT
Services Agreement • February 21st, 2020 • Inari Medical, Inc. • Surgical & medical instruments & apparatus • California

THIS AMENDED AND RESTATED SERVICES AGREEMENT (together with the exhibits hereto, as may be amended or restated from time to time, this “Agreement”) dated as of February 1, 2018 (the “Restatement Date”), is entered into between INCEPTUS MEDICAL, LLC, a Delaware limited liability company (“Inceptus”), with a place of business at 8 Argonaut, Suite 100, Aliso Viejo, California 92656, and INARI MEDICAL, INC., a Delaware corporation (“Inari”), with a place of business at 9272 Jeronimo Road, Suite 124, Irvine, California 92618.

FIRST AMENDMENT TO LEASE TERMINATION AGREEMENT
Lease Termination Agreement • March 9th, 2021 • Inari Medical, Inc. • Surgical & medical instruments & apparatus
LEASE TERMINATION AGREEMENT
Lease Termination Agreement • November 12th, 2020 • Inari Medical, Inc. • Surgical & medical instruments & apparatus
FIFTH AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENT
Loan, Guaranty and Security Agreement • February 27th, 2023 • Inari Medical, Inc. • Surgical & medical instruments & apparatus • New York

This FIFTH AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENT (this “Amendment”), dated as of February 6, 2023, is by and among INARI MEDICAL, INC., a Delaware corporation (the “Borrower”), INARI MEDICAL INTERNATIONAL, INC., a Delaware corporation (the “IMI”), INARI MEDICAL LATIN AMERICA, INC., a Delaware corporation (“IMLA” and together with IMI, each, a “Guarantor” and collectively, the “Guarantors”), each of the lenders signatory hereto (the “Lenders”), and BANK OF AMERICA, N.A., as agent for the Lenders (in such capacity, the “Agent”). Capitalized terms used herein and not otherwise defined shall have the meaning assigned such term in the Loan Agreement (as defined below).

SHARE PURCHASE AGREEMENT by and among LimFlow S.A., the Sellers, Shareholder Representative Services LLC, solely in its capacity as the Seller Representative, Inari Medical, Inc., solely for the purposes of Section 13.16, and Lombardi Sub, LLC DATED...
Share Purchase Agreement • November 2nd, 2023 • Inari Medical, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS SHARE PURCHASE AGREEMENT is entered into as of October 31, 2023 (this “Agreement”), by and among (a) LimFlow S.A., a French limited company (société anonyme), having its registered office at 15, rue Traversière – 75012 Paris, identified under number 820 710 267 R.C.S. Paris (the “Company”), (b) the Persons listed on Schedule A attached hereto together with those Persons, other than the Purchaser, who hold Equity Interests of the Company (as defined below), those Persons who hold Virtual Shares (as defined below) and those Persons who hold Cancelled Company Options (as defined below) and have agreed or will agree to adhere to this Agreement prior to Closing pursuant to the terms hereof (each a “Seller”, and collectively, the “Sellers”), (c) Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Sellers’ representative, agent and attorney-in-fact (together with any successor appointed in accordance with Section 7.9, the “Seller R

FIRST AMENDMENT TO LEASE
Lease • March 9th, 2021 • Inari Medical, Inc. • Surgical & medical instruments & apparatus
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FIRST AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENT
Loan, Guaranty and Security Agreement • March 31st, 2021 • Inari Medical, Inc. • Surgical & medical instruments & apparatus • New York

This FIRST AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENT (this “Amendment”), dated as of March 30, 2021, is by and among INARI MEDICAL, INC., a Delaware corporation (the “Borrower”), INARI MEDICAL INTERNATIONAL, INC., a Delaware corporation (the “Guarantor”), each of the lenders signatory hereto (the “Lenders”), and BANK OF AMERICA, N.A., as agent for the Lenders (in such capacity, the “Agent”). Capitalized terms used herein and not otherwise defined shall have the meaning assigned such term in the Loan Agreement (as defined below).

SECOND AMENDMENT AND LIMITED WAIVER TO LOAN, GUARANTY AND SECURITY AGREEMENT
Loan, Guaranty and Security Agreement • February 23rd, 2022 • Inari Medical, Inc. • Surgical & medical instruments & apparatus • New York

This SECOND AMENDMENT AND LIMITED WAIVER TO LOAN, GUARANTY AND SECURITY AGREEMENT (this “Amendment”), dated as of November 8, 2021, is by and among INARI MEDICAL, INC., a Delaware corporation (the “Borrower”), INARI MEDICAL INTERNATIONAL, INC., a Delaware corporation (the “Guarantor”), each of the lenders signatory hereto (the “Lenders”), and BANK OF AMERICA, N.A., as agent for the Lenders (in such capacity, the “Agent”). Capitalized terms used herein and not otherwise defined shall have the meaning assigned such term in the Loan Agreement (as defined below).

SIXTH AMENDMENT AND LIMITED CONSENT TO LOAN, GUARANTY AND SECURITY AGREEMENT
Loan, Guaranty and Security Agreement • November 2nd, 2023 • Inari Medical, Inc. • Surgical & medical instruments & apparatus • New York

This SIXTH AMENDMENT AND LIMITED CONSENT TO LOAN, GUARANTY AND SECURITY AGREEMENT (this “Amendment”), dated as of November 1, 2023, is by and among INARI MEDICAL, INC., a Delaware corporation (the “Borrower”), INARI MEDICAL INTERNATIONAL, INC., a Delaware corporation (the “IMI”), INARI MEDICAL LATIN AMERICA, INC., a Delaware corporation (“IMLA”; together with IMI, each a “Guarantor” and collectively, the “Guarantors”), each of the lenders signatory hereto (the “Lenders”), and BANK OF AMERICA, N.A., as the agent for the Lenders (in such capacity, the “Agent”). Capitalized terms used herein and not otherwise defined shall have the meaning assigned such term in the Loan Agreement (as defined below).

THIRD AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENT
Loan, Guaranty and Security Agreement • August 3rd, 2022 • Inari Medical, Inc. • Surgical & medical instruments & apparatus • New York

This THIRD AMENDMENT TO LOAN, GUARANTY AND SECURITY AGREEMENT (this “Amendment”), dated as of July 21, 2022, is by and among INARI MEDICAL, INC., a Delaware corporation (the “Borrower”), INARI MEDICAL INTERNATIONAL, INC., a Delaware corporation (the “Guarantor”), each of the lenders signatory hereto (the “Lenders”), and BANK OF AMERICA, N.A., as agent for the Lenders (in such capacity, the “Agent”). Capitalized terms used herein and not otherwise defined shall have the meaning assigned such term in the Loan Agreement (as defined below).

Contract
Lease • May 3rd, 2023 • Inari Medical, Inc. • Surgical & medical instruments & apparatus

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. (***) INDICATES THAT INFORMATION HAS BEEN REDACTED.

SECOND AMENDMENT TO LEASE
Lease • February 29th, 2024 • Inari Medical, Inc. • Surgical & medical instruments & apparatus
SEVENTH AMENDMENT AND JOINDER TO LOAN, GUARANTY AND SECURITY AGREEMENT
Loan, Guaranty and Security Agreement • February 29th, 2024 • Inari Medical, Inc. • Surgical & medical instruments & apparatus • New York

This SEVENTH AMENDMENT AND JOINDER TO LOAN, GUARANTY AND SECURITY AGREEMENT (this “Amendment”), dated as of January 24, 2024, is by and among INARI MEDICAL, INC., a Delaware corporation (the “Borrower”), INARI MEDICAL INTERNATIONAL, INC., a Delaware corporation (the “IMI”), INARI MEDICAL LATIN AMERICA, INC., a Delaware corporation (“IMLA”), LIMFLOW INC., a Delaware corporation (“LimFlow” or “New Guarantor”; and together with IMI and IMLA, each, a “Guarantor” and collectively, the “Guarantors”), each of the lenders signatory hereto (the “Lenders”), and BANK OF AMERICA, N.A., as agent for the Lenders (in such capacity, the “Agent”). Capitalized terms used herein and not otherwise defined shall have the meaning assigned such term in the Loan Agreement (as defined below).

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