Number of Shares] PRESBIA PLC UNDERWRITING AGREEMENTUnderwriting Agreement • January 15th, 2015 • Presbia PLC • Surgical & medical instruments & apparatus • New York
INDEMNITY AGREEMENTIndemnity Agreement • October 9th, 2014 • Presbia PLC • Surgical & medical instruments & apparatus • Delaware
This Indemnity Agreement, dated as of , 2014, is made by and between Presbia USA, Inc., a Delaware corporation (the “Company”), and , a director, officer or key employee of the Company and/or one or more of the Company’s Subsidiaries (defined below) or Affiliates (defined below) or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2015 • Presbia PLC • Surgical & medical instruments & apparatus • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), made and entered into as of this 28th day of January, 2015 (and effective as set forth in Section 4.11 of this Agreement), by and between Presbia PLC, an Irish incorporated public limited company (the “Company”), and Presbia Holdings, LLC, a Cayman Islands exempted company with limited liability company (“Holdings”),
DATED JANUARY 14, 2015 PRESBIA HOLDINGS and PRESBIA PLC SHARE EXCHANGE DEED for the acquisition of share capital of PRESBIA IRELAND, LIMITED ARTHUR COX DUBLINShare Exchange Deed • January 23rd, 2015 • Presbia PLC • Surgical & medical instruments & apparatus
WARRANT TO PURCHASE ORDINARY SHARES PRESBIA PLCWarrant Agreement • December 12th, 2018 • Presbia PLC • Surgical & medical instruments & apparatus • California
THIS WARRANT TO PURCHASE ORDINARY SHARES (the “Warrant”) certifies that, for value received, Richard S. Ressler, an individual (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business (Eastern Time) on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Presbia PLC, an Irish public limited company (the “Company”), up to 14,731,667 ordinary shares with a nominal value of US$0.001 each (the “Warrant Shares”). The purchase price of one ordinary share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PRESBIA PLCDeed of Indemnification • October 9th, 2014 • Presbia PLC • Surgical & medical instruments & apparatus
This Deed of Indemnification (“Deed”), dated as of 2014, is made by and between Presbia PLC, a public limited company incorporated in Ireland (registered number 539137) and having its registered office at Arthur Cox Building, Earlsfort Centre, Earlsfort Terrace, Dublin 2 (the “Company”), and (“Indemnitee”).
PLEDGE AGREEMENTPledge Agreement • December 12th, 2018 • Presbia PLC • Surgical & medical instruments & apparatus • California
THIS PLEDGE AGREEMENT (as amended, restated, modified or supplemented and in effect from time to time, this “Agreement”) is executed as of December 10, 2018 (the “Closing Date”), by and between PRESBIA PLC, a company incorporated in Ireland (registered no. 539137 ), whose registered office is at Riverside One, Sir John Rogerson’s Quay, Dublin 2, Ireland (“Pledgor”), and RICHARD RESSLER, as the lender (together with any successors, “Lender”).
GUARANTYGuaranty • December 12th, 2018 • Presbia PLC • Surgical & medical instruments & apparatus
THIS GUARANTY (this “Guaranty”) is dated for reference purposes and executed as of December 10, 2018, by the guarantor identified above (“Guarantor”), with reference to the following facts:
SECURITIES PURCHASE & EXCHANGE AGREEMENTSecurities Purchase & Exchange Agreement • December 12th, 2018 • Presbia PLC • Surgical & medical instruments & apparatus • California
This SECURITIES PURCHASE & EXCHANGE AGREEMENT (this “Agreement”) is entered into as of December 10, 2018 between Richard S. Ressler, an individual or his assignee (“Buyer”), Presbia USA, Inc., a Delaware corporation (“Presbia USA”), and Presbia PLC, an Irish incorporated public limited company (“Presbia PLC” and with Presbia USA, the “Companies” and individually, a “Company” and, together with Buyer, the “Parties” and individually, a “Party”).
GUARANTYGuaranty • December 12th, 2018 • Presbia PLC • Surgical & medical instruments & apparatus • California
THIS GUARANTY (this “Guaranty”) is dated for reference purposes and executed as of December 10, 2018, by the guarantor identified above (“Guarantor”), with reference to the following facts:
CONSULTING AGREEMENTConsulting Agreement • October 2nd, 2015 • Presbia PLC • Surgical & medical instruments & apparatus • California
This Consulting Agreement (the “Agreement”), dated as of October 1, 2015, is by and between Presbia PLC, an Irish incorporated public limited company (the “Company”), and Zohar Loshitzer (the “Consultant”).
Re: Separation and General Release AgreementSeparation and General Release Agreement • March 30th, 2018 • Presbia PLC • Surgical & medical instruments & apparatus • California
This will confirm your resignation from employment and all positions that you hold with Presbia PLC (the “Company”) and its subsidiaries (collectively, the “Presbia Group”), including as a member of the board of directors of the Company (the “Board”), effective as of December 10, 2017 (the “Separation Date”). This Separation and General Release Agreement (the “Agreement”) confirms the terms of the separation of your employment and service as a member of the Board, including the benefits described in paragraph 3 below that you will receive if you sign and return this Agreement to the Company no later than 21 days from today and do not revoke this Agreement during the 7-day revocation period described below in paragraph 6.
GUARANTYGuaranty • April 13th, 2018 • Presbia PLC • Surgical & medical instruments & apparatus
THIS GUARANTY (this "Guaranty") is dated for reference purposes and executed as of April 12, 2018, by the guarantor identified above ("Guarantor"), with reference to the following facts:
Irvine, CA 92618Separation and General Release Agreement • January 18th, 2017 • Presbia PLC • Surgical & medical instruments & apparatus • California
Further to our on-going discussions of a potential transition from an executive officer role to a more limited consulting role, while continuing to serve on the board of directors of Presbia PLC, we mutually agree that your employment with PresbiBio, LLC, a subsidiary of Presbia PLC (hereafter “Company”) ended effective as of January 13, 2017. This Separation and General Release Agreement (the “Agreement”) confirms the terms of the separation of your employment, including the payment and consulting opportunity described in paragraph 3 below that you will receive if you sign and return this Agreement to the Company no later than 21 days from today and do not revoke this Agreement during the 7-day revocation period described below in paragraph 6.
SUBLEASE Between Trustwave Holdings, Inc. And PresbiBio, LLC DATED: 5/6/2014Sublease • November 12th, 2014 • Presbia PLC • Surgical & medical instruments & apparatus • California
THIS SUBLEASE is made and entered into this 25th day of April, 2014 by and between Trustwave Holdings, Inc. (“Landlord”) and PresbiBio, LLC (“Tenant”).
SERVICES AGREEMENT dated as of December 14, 2017 by and between PRESBIA PLC as Company and OCV MANAGEMENT, LLC as Service ProviderServices Agreement • December 14th, 2017 • Presbia PLC • Surgical & medical instruments & apparatus • New York
Presbia Consulting AgreementConsulting Agreement • February 1st, 2019 • Presbia PLC • Surgical & medical instruments & apparatus • California
THIS CONSULTING AGREEMENT ("Agreement") is made effective as of February 1, 2019, by and between PRESBIA PLC hereafter referred to as “Presbia”, a company organized under the laws of Ireland with a principal place of business at Sandyford Office Centre, Suite 7, 17 Corrig Road, Sandyford Dublin 18, D18 N6K8, Ireland and mailing address at 8845 Irvine Center Drive, Suite 100, Irvine, CA 92618 USA, and_Richard T. Fogarty, hereafter referred to as "Consultant", an individual having an address at 3 Minikahda Dove Canyon CA 92679.
Presbia Consulting AgreementConsulting Agreement • January 24th, 2018 • Presbia PLC • Surgical & medical instruments & apparatus • California
THIS CONSULTING AGREEMENT (“Agreement”) is made effective as of January 15, 2018, by and between PRESBIBIO, LLC hereafter referred to as “Presbia”, a California Limited Liability Company with a principal place of business at 8845 Irvine Center Drive, Suite 100, Irvine, CA 92618 USA, and Vladimir Feingold, hereafter referred to as “Consultant”, an individual having an address at Riedgutschstrasse 23, Wollerau, 8832, Switzerland.
SECOND AMENDMENT TO LEASELease • May 12th, 2017 • Presbia PLC • Surgical & medical instruments & apparatus
THIS SECOND AMENDMENT TO LEASE (this "Second Amendment") is made as of the _____ day of July, 2016, by and between 4th GENERATION PROPERTIES, INC., a British Columbia corporation ("Lessor"). and PRESBIBIO, LLC, a California limited liability company ("Lessee").
INDEPENDENT CONTRACTOR SERVICES AGREEMENTIndependent Contractor Services Agreement • January 18th, 2017 • Presbia PLC • Surgical & medical instruments & apparatus • California
THIS CONSULTING AGREEMENT (the “Consulting Agreement”) is made by Presbia PLC, an Irish public limited company, together with its affiliates (the “Company”) and Vladimir Feingold (“Consultant”) as of January 13, 2017 (the “Effective Date”). In consideration of the mutual obligations specified in this Consulting Agreement and the Monthly Fee set forth on Exhibit A, to be paid as compensation to Consultant for his services, the receipt and sufficiency of which is hereby acknowledged, and as good and valuable consideration for the terms and conditions of the Separation and General Release Agreement between Consultant and PresbiBio, LLC, the parties agree to the following:
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • December 12th, 2018 • Presbia PLC • Surgical & medical instruments & apparatus • California
THIS SECURITY AND PLEDGE AGREEMENT (as amended, restated, modified or supplemented and in effect from time to time, this “Agreement”) is entered into as of December 10, 2018, by and between PRESBIA USA, INC., a Delaware corporation (“Debtor”), and RICHARD RESSLER (together with any successors, “Secured Party”).
DATED10 December 2018 PRESBIA USA, INC. (as Chargor)Charge of Shares • December 12th, 2018 • Presbia PLC • Surgical & medical instruments & apparatus
FIRST AMENDMENT TO SUBLEASESublease • November 12th, 2014 • Presbia PLC • Surgical & medical instruments & apparatus
This First Amendment to Sublease (“Amendment”) is made and entered Into this 16th day of July, 2014, by and between Trustwave Holdings, Inc. (hereinafter referred to as “ Landlord”) and PresbiBio, LLC. (hereinafter referred to as “Tenant”).
Re: Separation and General Release AgreementSeparation and General Release Agreement • March 30th, 2018 • Presbia PLC • Surgical & medical instruments & apparatus • California
This will confirm your resignation from employment and all positions that you hold with Presbia PLC (the “Company”) and its subsidiaries (collectively, the “Presbia Group”), including as a member of the board of directors of the Company (the “Board”), effective as of December 10, 2017 (the “Separation Date”). This Separation and General Release Agreement (the “Agreement”) confirms the terms of the separation of your employment and service as a member of the Board, including the payments and benefits described in paragraph 3 below that you will receive if you sign and return this Agreement to the Company no later than 21 days from today and do not revoke this Agreement during the 7-day revocation period described below in paragraph 6.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 13th, 2018 • Presbia PLC • Surgical & medical instruments & apparatus • California
SECOND: The address of the Corporation's registered office in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.
SERVICES AGREEMENT dated as of January 1, 2011 by and between PRESBIBIO, LLC as Company and ORCHARD CAPITAL CORPORATION as Service ProviderServices Agreement • January 24th, 2014 • Presbia Ireland, LTD • Surgical & medical instruments & apparatus • New York
This SERVICES AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”), dated as of January 1, 2011, is entered into by and between PRESBIBIO, LLC, a California limited liability company with offices located at 6922 Hollywood Blvd., 3rd Floor, Los Angeles, CA 90028 as the company (together with its successors and assigns permitted hereunder, the “Company”), and ORCHARD CAPITAL CORPORATION, a California corporation, with offices located at 6922 Hollywood Boulevard, Suite 900, Los Angeles, California 90028, as service provider (together with its successors and assigns permitted hereunder, “Service Provider”).
