UNDERWRITING AGREEMENTUnderwriting Agreement • March 8th, 2016 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • New York
22,727,273 Shares of Common Stock Senseonics Holdings, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • July 22nd, 2019 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • New York
Introductory. Senseonics Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Jefferies LLC (the “Underwriter”) an aggregate of 22,727,273 shares of its common stock, par value $0.001 per share (the “Shares”). The 22,727,273 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriter an option to purchase up to an additional 3,409,090 Shares as provided in Section 2. The additional 3,409,090 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.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 10th, 2015 • Senseonics Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [DATE] between Senseonics Holdings, Inc., a Delaware corporation (the “Company”), and [NAME OF DIRECTOR/OFFICER] (“Indemnitee”).
ANDIndenture • January 30th, 2018 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • New York
INDENTURE, dated as of January 30, 2018, among SENSEONICS HOLDINGS, INC., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”):
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 19th, 2021 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 17, 2021, between Senseonics Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
FORM OF COMMON STOCK WARRANT AGREEMENTCommon Stock Warrant Agreement • March 30th, 2018 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [ ] between SENSEONICS HOLDINGS, INC., a Delaware corporation (the “Company”) and [ ], a [corporation] [national banking association] organized and existing under the laws of [ ] and having a corporate trust office in [ ], as warrant agent (the “Warrant Agent”).
FORM OF DEBT SECURITIES WARRANT AGREEMENTWarrant Agreement • March 30th, 2018 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [ ] between SENSEONICS HOLDINGS, INC., a Delaware corporation (the “Company”) and [ ] , a [corporation] [national banking association] organized and existing under the laws of [ ] and having a corporate trust office in [ ], as warrant agent (the “Warrant Agent”).
SENSEONICS HOLDINGS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • March 30th, 2018 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • New York
Senseonics Holdings, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
FORM OF PREFERRED STOCK WARRANT AGREEMENTPreferred Stock Warrant Agreement • March 30th, 2018 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • New York
PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [ ] between SENSEONICS HOLDINGS, INC., a Delaware corporation (the “Company”) and [ ], a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 9th, 2016 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of June 30, 2016 (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 and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and SENSEONICS, INCORPORATED with an office located at 20451 Seneca Meadows Parkway, Germantown, Maryland 20876 and SENSEONICS HOLDINGS, INC., a Delaware corporation (formerly ASN TECHNOLOGIES, INC., a Nevada corporation) with offices located at 20451 Seneca Mead
AS WARRANT AGENTDebt Securities Warrant Agreement • April 3rd, 2017 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between SENSEONICS HOLDINGS, INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
STRICTLY CONFIDENTIAL Senseonics Holdings, Inc. 20451 Seneca Meadows Parkway Germantown, MD 20876-7005 Attn: Timothy T. Goodnow, Chief Executive OfficerLetter Agreement • January 19th, 2021 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • New York
This letter agreement (this “Agreement”) constitutes the agreement between Senseonics Holdings, Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), that Wainwright shall serve as the exclusive agent, advisor or underwriter in any offering (each, an “Offering”) of securities of the Company (the “Securities”) during the Term (as hereinafter defined) of this Agreement. The terms of each Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Wainwright and nothing herein implies that Wainwright would have the power or authority to bind the Company and nothing herein implies that the Company shall have an obligation to issue any Securities. It is understood that Wainwright’s assistance in an Offering will be subject to the satisfactory completion of such investigation and inquiry into the affairs of the Company as Wainwright deems appropriate under the circumstances and to the receipt of all internal approvals of Wainwrigh
OPEN MARKET SALE AGREEMENTSMOpen Market Sale • November 27th, 2019 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • New York
Senseonics Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.001 per share (the “Common Shares”), having an aggregate offering price of up to $50,000,000 on the terms set forth in this agreement (this “Agreement”).
51,948,052 SHARES of Common Stock SENSEONICS HOLDINGS, INC. AMENDED AND RESTATED UNDERWRITING AGREEMENTUnderwriting Agreement • January 26th, 2021 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • New York
The undersigned, Senseonics Holdings, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Senseonics Holdings, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein. This Amended and Restated Underwriting Agreement amends, restates and supersedes in i
Common Stock ($0.001 par value) Having an Aggregate Offering Price of up to Equity Distribution AgreementTerms Agreement • August 10th, 2023 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 28th, 2024 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 24, 2024, between Senseonics Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ContractSenseonics Holdings, Inc. • December 10th, 2015 • Services-computer programming, data processing, etc. • 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 SAID ACT AND 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.
ContractWarrant Agreement • September 11th, 2023 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • California
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 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, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 16th, 2023 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • Delaware
This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 12th day of August, 2017 (“Effective Date”), by and between MUKUL JAIN (“Executive”) and SENSEONICS, INCORPORATED (“Company”).
RESALE REGISTRATION RIGHTS AGREEMENTResale Registration Rights Agreement • March 15th, 2023 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • New York
THIS RESALE REGISTRATION RIGHTS AGREEMENT, dated as of March 13, 2023 (this “Agreement”), has been entered into by and between SENSEONICS HOLDINGS, INC., a Delaware corporation (the “Company”) and PHC Holdings Corporation (the “Purchaser”).
RESALE REGISTRATION RIGHTS AGREEMENTResale Registration Rights Agreement • April 28th, 2020 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • New York
This Resale Registration Rights Agreement, dated as of April 21, 2020 (this “Agreement”), has been entered into by and among Senseonics Holdings, Inc., a Delaware corporation (the “Company” or “Senseonics”) and the Purchasers (as defined below).
COMMON STOCK REPURCHASE AGREEMENTCommon Stock Repurchase Agreement • December 10th, 2015 • Senseonics Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
This COMMON STOCK REPURCHASE AGREEMENT (this “Agreement”) is made as of December 4, 2015, by and between ASN Technologies, Inc., a Nevada corporation (“Parent”), and the undersigned shareholder, Laura Magrone, a Florida resident (the “Shareholder”).
ContractSenseonics Holdings, Inc. • August 9th, 2016 • Industrial instruments for measurement, display, and control • 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 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 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.
AND [TRUSTEE], TrusteeIndenture • March 30th, 2018 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • New York
INDENTURE, dated as of [·], 20 , among SENSEONICS HOLDINGS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
SENSEONICS HOLDINGS, INC. as Issuer SENSEONICS, INCORPORATED as Subsidiary Guarantor AND U.S. Bank National Association as Trustee INDENTURE Dated as of July 25, 2019 5.25% Convertible Senior Notes due 2025Indenture • July 29th, 2019 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • New York
INDENTURE, dated as of July 25, 2019, among SENSEONICS HOLDINGS, INC., a Delaware corporation (the “Company”), SENSEONICS, INCORPORATED, a Delaware corporation, and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”):
SENSEONICS HOLDINGS, INC. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • August 18th, 2017 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • New York
Senseonics Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule V hereto (the “Underwriters”), for whom National Securities Corporation is acting as representative (the “Representative”), an aggregate of 11,637,500 authorized but unissued shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), and, at the election of the Underwriters, upon the terms and conditions stated herein, up to 1,745,625 additional shares (the “Additional Shares”) of Common Stock solely to cover over-allotments, if any (the Firm Shares and the Additional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof being collectively called the “Securities”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2022 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • Maryland
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 1st day of September, 2022 (“Effective Date”), by and between RICK SULLIVAN (“Employee”) and SENSEONICS, INCORPORATED (“Company”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 11th, 2023 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of September 8, 2023 and is entered into by and among SENSEONICS HOLDINGS, INC., a Delaware corporation (“Company”), SENSEONICS, INCORPORATED, a Delaware corporation (“Senseonics Inc”) and each other Person that has delivered a Joinder Agreement pursuant to Section 7.13 from time to time party hereto as borrower (together with Company and Senseonics Inc, individually or collectively, as the context may require, “Borrower”), the several banks and other financial institutions or entities from time to time party hereto (each, a “Lender”, and collectively referred to as “Lenders”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and Lenders (in such capacity, including any successors or assigns, “Agent”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG ASN TECHNOLOGIES, INC., SMSI MERGER SUB, INC. AND SENSEONICS, INCORPORATED Dated as of December 4, 2015Agreement and Plan of Merger and Reorganization • December 10th, 2015 • Senseonics Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, is made and entered into as of December 3, 2015 (this “Agreement”), by and among ASN TECHNOLOGIES, INC. a Nevada corporation (“Parent”), SMSI MERGER SUB, INC., a Delaware corporation (“Merger Sub”) and wholly owned subsidiary of Parent, and SENSEONICS, INCORPORATED, a Delaware corporation (“Company”). Parent, Merger Sub and Company are each a “Party” and referred to collectively herein as the “Parties.” Certain capitalized terms used in this Agreement are defined in Exhibit A.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 16th, 2019 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • New York
THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of July 16, 2019 (the “Effective Date”) among Solar Capital Ltd., a Maryland corporation with an office located at 500 Park Avenue, 3rd Floor, New York, NY 10022 (“Solar”), 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 hereof or otherwise a party hereto from time to time including Solar in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and Senseonics, Incorporated, a Delaware corporation, with offices located at 20451 Seneca Meadows Parkway, Germantown, MD 20876 and Senseonics Holdings, Inc., a Delaware corporation with offices located at 20451 Seneca Meadows Parkway, Germantown, MD 20876 (individually and collectively, jointly and severally, “Borrower”), provides the terms on which the Lenders shall lend
NOTE PURCHASE AGREEMENT BY AND AMONG SENSEONICS HOLDINGS, INC., PHC HOLDINGS CORPORATION, THE GUARANTORS, AND ALTER DOMUS (US) LLC as Collateral Agent Dated as of August 9, 2020Note Purchase Agreement • August 31st, 2020 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • New York
THIS NOTE PURCHASE AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”), dated as of August 9, 2020 (the “Effective Date”) is entered into by and among, PHC Holdings Corporation (“PHC Holdings”) and any other persons otherwise a party hereto from time to time (each a “Purchaser”), Senseonics Holdings, Inc., a Delaware corporation with offices located at 20451 Seneca Meadows Parkway, Germantown, MD 20876 (“Issuer”), the Guarantors from time to time party hereto and Alter Domus (US) LLC (“Alter Domus”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), provides the terms on which the Purchasers on the date hereof shall purchase the Notes and the Shares (each as defined below) as set forth herein. The parties agree as follows:
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 31st, 2020 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • New York
This Stock Purchase Agreement (this “Agreement”) is dated as of August 9, 2020, between Senseonics Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
DISTRIBUTION AGREEMENT between Senseonics Incorporated 20451 Seneca Meadows Parkway Germantown, MD 20876-7005 USA “SENSEONICS” and Roche Diagnostics International AG Basel Branch Diabetes Care Peter Merian-Weg 4 4052 Basel Switzerland and Roche...Distribution Agreement • August 9th, 2016 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control
WHEREAS, SENSEONICS and ROCHE (the “Parties”, or individually a “Party”) desire to have SENSEONICS manufacture and supply to ROCHE a continuous glucose monitoring product and to have ROCHE exclusively distribute and sell the continuous glucose monitoring product in the Territory under the terms and conditions stated herein.
SENSEONICS HOLDINGS, INC., Issuer AND FIRST SUPPLEMENTAL INDENTURE Dated as of January 30, 2018 to INDENTURE Dated as of January 30, 2018First Supplemental Indenture • January 30th, 2018 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • New York
June 20, 2016 To: Mr. Stephen P. DeFalco Re: Transaction Bonus Settlement Stephen:Senseonics Holdings, Inc. • June 21st, 2016 • Industrial instruments for measurement, display, and control
You previously entered into a Transaction Bonus Agreement, dated December 4, 2015 by and between yourself and Senseonics, Incorporated (the "Company ") (the "Bonus Agreement "). This Settlement Letter sets forth our agreement in satisfaction of the Company's obligation under Section 4.2 of the Bonus Agreement. Defined terms not explicitly defined in this Settlement Letter shall have the definition used in the Bonus Agreement.
