—] Shares Lombard Medical, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • March 31st, 2014 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus • New York
The undersigned is either an owner of ordinary shares (“Shares”) of Lombard Medical, Inc. (the “Company”), of ordinary shares of Lombard Medical Technologies plc (“Lombard Shares”) or of securities convertible into or exchangeable or exercisable for Shares or Lombard Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which Jefferies LLC and Barclays Capital Inc. will act as the representatives of the underwriters (in such capacity, the “Representatives”). The undersigned recognizes that the Offering will benefit each of the Company and the undersigned. The undersigned acknowledges that the underwriters are relying on the representations and agreements of the undersigned contained in this letter agreement in conducting the Offering and, at a subsequent date, in entering into an underwriting agreement in connection with the Offering (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Offering.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 13th, 2016 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of April 24, 2015 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and Lombard Medical Technologies Inc., a Delaware corporation with an office located at 15420 Laguna Canyon Road, Suite 260, Irvine CA 92618 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
LEASE BETWEEN THE IRVINE COMPANY LLC AND LOMBARD MEDICAL TECHNOLOGIES, INC.Lease • April 30th, 2015 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus • California
THIS LEASE is made as of February 9, 2015, by and between THE IRVINE COMPANY LLC, a Delaware limited liability company, hereafter called “Landlord,” and LOMBARD MEDICAL TECHNOLOGIES, INC., a California corporation, hereafter called “Tenant.”
ContractWarrant Agreement • April 30th, 2015 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus • New York
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 SECTION 5.3 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER THE ACT AND SUCH LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
GUARANTEE AND INDEMNITYGuarantee and Indemnity • January 13th, 2016 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus
DATED 11 April 2001 ANSON MEDICAL LIMITED - and - PETER PHILIPS SERVICE AGREEMENTService Agreement • March 31st, 2014 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus • England
PATENT LICENSE AGREEMENTPatent License Agreement • March 10th, 2014 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus • Minnesota
THIS PATENT LICENSE AGREEMENT (this “Agreement”) is made and entered into as of October , 2013, (“Effective Date”) by and between Lombard Medical, Ltd., a company incorporated under the laws of England and Wales (Registered number 02998639) with its registered office address at Lombard Medical House, 4 Trident Park, Didcot, Oxfordshire OX11 7HJ (as defined in the definitions section below, “Lombard”) and Medtronic, Inc., a Minnesota corporation with an address at an address at 710 Medtronic Parkway NE, Minneapolis, MN 55432-5604.
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 7th, 2018 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus • New York
THIS FIFTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of February 28, 2018 (the “Fifth Amendment Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (in its individual capacity, “Oxford”; and in its capacity as Collateral Agent, “Collateral Agent”), the Lenders listed on Schedule 1.1 thereof from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and Lombard Medical Technologies Inc., a Delaware corporation with an address for its registered agent at 1209 N Orange St, Wilmington, DE 19801 (“Lombard Medical”) and ALTURA MEDICAL, INC., a Delaware corporation with an address for its registered agent at 1209 N Orange St, Wilmington, DE 19801 (“Altura” and together with Lombard Medical, individually and collectively, jointly and severally, “Borrower”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • October 19th, 2017 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus
This Intellectual Property Security Agreement is entered into as October 13, 2017, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as such term is defined below, each a “Lender” and collectively, the “Lenders”), and and Lombard Medical Technologies Inc., a Delaware corporation with an office located at 15420 Laguna Canyon Road, Suite 260, Irvine CA 92618 (“Lombard Medical”) and ALTURA MEDICAL, INC., a Delaware corporation with offices located at 923 Hamilton Ave., Menlo Park, CA 94025 (“Altura” and together with Lombard Medical, individually and collectively, jointly and severally, “Borrower”).
DATEDJULY 30, 2015Consent and Amendment Deed • January 13th, 2016 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus
PLEDGE AGREEMENTPledge Agreement • January 13th, 2016 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus • New York
This PLEDGE AGREEMENT, dated as of April 24, 2015 (together with all amendments, if any, from time to time hereto, this “Pledge Agreement”), by and among Lombard Medical Technologies Limited, an English private company limited by shares (the “Pledgor”), and OXFORD FINANCE LLC, a Delaware limited liability company, in its capacity as collateral agent (in such capacity and together with any successors, endorsees and assigns,
October 13, 2017Success Fee Letter • October 19th, 2017 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus
TECHNOLOGY LICENSING AND MANUFACTURING AGREEMENTTechnology Licensing and Manufacturing Agreement • May 1st, 2017 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus • Hong Kong
This Technology Licensing and Manufacturing Agreement (“Agreement”) is made and entered into as of April 3, 2017 (the “Effective Date”) by and between:
COMPONENT MANUFACTURING AGREEMENTComponent Manufacturing Agreement • May 1st, 2017 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus • Hong Kong
This Component Manufacturing Agreement (the “Agreement”) is made and entered into as of April 3, 2017 (the “Effective Date”) by and between:
LOAN AGREEMENTLoan Agreement • March 31st, 2014 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus
Form of AMENDED AND RESTATED SECURED PROMISSORY NOTE (Term A Loan)Secured Promissory Note • January 13th, 2016 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus
FOR VALUE RECEIVED, the undersigned, LOMBARD MEDICAL TECHNOLOGIES INC., a Delaware corporation with offices located at 15420 Laguna Canyon Road, Suite 260, Irvine CA 92618, and ALTURA MEDICAL, INC., a Delaware corporation with offices located at 923 Hamilton Ave., Menlo Park, CA 94025 (individually, collectively, jointly and severally “Borrower”) HEREBY PROMISES TO PAY to the order of OXFORD FINANCE LLC (“Lender”) the principal amount of ____________________________________ or such lesser amount as shall equal the outstanding principal balance of the Term A Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of such Term A Loan, at the rates and in accordance with the terms of the Loan and Security Agreement dated __________________by and among Borrower, Lender, Oxford Finance LLC, as Collateral Agent, and the other Lenders from time to time party thereto, as amended by that certain First Amendment dated as of the date hereof (as amended, restated, s
DATED 13 OCTOBER 2017 THE COMPANIES IDENTIFIED IN SCHEDULE 1 AS CHARGORS AND OXFORD FINANCE LLC AS COLLATERAL AGENT IP SECURITY AGREEMENT GREENBERG TRAURIG, LLP THE SHARD, LEVEL 8 32 LONDON BRIDGE STREET LONDON SE1 9SGIp Security Agreement • October 19th, 2017 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 29th, 2016 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus • California
This executive employment agreement (this “Agreement”) is effective as of December 10, 2015 by and between Lombard Medical, Inc. (and/or subsidiaries), a Cayman Islands Corporation (“Company”), and William J. Kullback (“Executive”).
INVESTMENT AGREEMENTInvestment Agreement • December 19th, 2016 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), is made as of the 18th day of December 2016 by and between Lombard Medical, Inc., a Cayman Islands exempted company with limited liability (the “Company”), and the investors listed on Exhibit A attached to this Agreement as of the date hereof (each a “Purchaser” and together the “Purchasers”).
ContractWarrant Agreement • January 13th, 2016 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus • New York
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 SECTION 5.3 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER THE ACT AND SUCH LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
AMENDED & RESTATED PLEDGE AGREEMENTPledge Agreement • January 13th, 2016 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus • New York
This AMENDED & RESTATED PLEDGE AGREEMENT, dated as of July 30, 2015 (together with all amendments, if any, from time to time hereto, this “Pledge Agreement”), by and among Lombard Medical Technologies Limited, an English private company limited by shares, Lombard Medical, Inc., a Cayman Islands exempted company with limited liability (collectively, the “Pledgor”), and OXFORD FINANCE LLC, a Delaware limited liability company, in its capacity as collateral agent (in such capacity and together with any successors, endorsees and assigns, ‘‘Agent”) for itself and the lenders from time to time party to the Loan Agreement hereinafter defined (collectively, the “Lenders”).
SUBORDINATION AGREEMENTSubordination Agreement • December 19th, 2016 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus • California
This Subordination Agreement (the “Agreement”) is made as of December 18, 2016, by and between MICROPORT NEUROTECH CHINA CORP. LIMITED, a corporation formed under the laws of Hong Kong with an office located at Level 54, Hopewell Center, 183 Queen’s Road East, Hong Kong (“Creditor”), and OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314, in its capacity as Collateral Agent (as hereinafter defined) for the Lenders (as hereinafter defined).
AGREEMENT AND PLAN OF MERGERMerger Agreement • January 13th, 2016 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus • Delaware
Now Therefore, in consideration of the respective covenants, agreements, representations and warranties set forth herein, the parties to this Agreement, intending to be legally bound, agree as follows:
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 19th, 2017 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus • New York
THIS SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of May 31, 2017 (the “Second Amendment Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (in its individual capacity, “Oxford”; and in its capacity as Collateral Agent, “Collateral Agent”), the Lenders listed on Schedule 1.1 thereof from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and Lombard Medical Technologies Inc., a Delaware corporation with an office located at 15420 Laguna Canyon Road, Suite 260, Irvine CA 92618 (“Lombard Medical”) and ALTURA MEDICAL, INC., a Delaware corporation with offices located at 923 Hamilton Ave., Menlo Park, CA 94025 (“Altura” and together with Lombard Medical, individually and collectively, jointly and severally, “Borrower”).
CHINA REGISTRATION AND DISTRIBUTION AGREEMENTRegistration and Distribution Agreement • May 1st, 2017 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus
This Registration and Distribution Agreement (this “Agreement”) is made and entered into as of April 3, 2017 (the “Effective Date”) by and between:
ContractDistribution Agreement • January 22nd, 2014 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus
Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. Double Asterisks denotes omissions.
BRAZIL REGISTRATION AND DISTRIBUTION AGREEMENTDistribution Agreement • May 1st, 2017 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus • Hong Kong
This Registration and Distribution Agreement (this “Agreement”) is made and entered into as of April 3, 2017 (the “Effective Date”) by and between:
Form of SECURED PROMISSORY NOTE 1Secured Promissory Note • January 13th, 2016 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus
FOR VALUE RECEIVED, the undersigned, LOMBARD MEDICAL TECHNOLOGIES INC., a Delaware corporation with offices located at 15420 Laguna Canyon Road, Suite 260, Irvine CA 92618 (“Borrower”) HEREBY PROMISES TO PAY to the order of OXFORD FINANCE LLC (“Lender”) the principal amount of _______________________ or such lesser amount as shall equal the outstanding principal balance of the Term A Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of such Term A Loan, at the rates and in accordance with the terms of the Loan and Security Agreement dated ______________ by and among Borrower, Lender, Oxford Finance LLC, as Collateral Agent, and the other Lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). If not sooner paid, the entire principal amount and all accrued and unpaid interest hereunder shall be due and payable on the Maturity Date as set forth in the Loan Agreement.
CONSENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 13th, 2016 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus • New York
THIS CONSENT AND FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of July 30, 2015 (the “Amendment Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (in its individual capacity, “Oxford”; and in its capacity as Collateral Agent, “Collateral Agent”), the Lenders listed on Schedule 1.1 thereof from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), Lombard Medical Technologies Inc., a Delaware corporation with an office located at 15420 Laguna Canyon Road, Suite 260, Irvine CA 92618 (“Existing Borrower”) and ALTURA MEDICAL, INC., a Delaware corporation with offices located at 923 Hamilton Ave., Menlo Park, CA 94025 (“New Borrower” and together with Existing Borrower, individually and collectively, jointly and severally, “Borrower”).
PLEDGE AGREEMENTPledge Agreement • April 30th, 2015 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus • New York
This PLEDGE AGREEMENT, dated as of April 24, 2015 (together with all amendments, if any, from time to time hereto, this “Pledge Agreement”), by and among Lombard Medical Technologies Limited, an English private company limited by shares (the “Pledgor”), and OXFORD FINANCE LLC, a Delaware limited liability company, in its capacity as collateral agent (in such capacity and together with any successors, endorsees and assigns, “Agent”) for itself and the lenders from time to time party to the Loan Agreement hereinafter defined (collectively, the “Lenders”).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 19th, 2017 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus • New York
THIS THIRD AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of October 13, 2017 (the “Third Amendment Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (in its individual capacity, “Oxford”; and in its capacity as Collateral Agent, “Collateral Agent”), the Lenders listed on Schedule 1.1 thereof from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and Lombard Medical Technologies Inc., a Delaware corporation with an office located at 15420 Laguna Canyon Road, Suite 260, Irvine CA 92618 (“Lombard Medical”) and ALTURA MEDICAL, INC., a Delaware corporation with offices located at 923 Hamilton Ave., Menlo Park, CA 94025 (“Altura” and together with Lombard Medical, individually and collectively, jointly and severally, “Borrower”) and agreed and acknowledged by the following: LOMBARD MEDICAL, INC.
