ASANTE SOLUTIONS, INC. (a Delaware corporation) [—] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 19th, 2014 • Asante Solutions, Inc. • Surgical & medical instruments & apparatus • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 19th, 2014 • Asante Solutions, Inc. • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Asante Solutions, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
ASANTE SOLUTIONS, INC. and M2 MEDICAL, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 19th, 2014 • Asante Solutions, Inc. • Surgical & medical instruments & apparatus • North Carolina
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of November 14, 2014, by and among Square 1 Bank (“Square 1”), in its capacity as administrative and collateral agent (together with its successors and assigns in such capacity, “Agent”) for the lenders hereto as of the date hereof and other financial institutions who hereafter become parties to this Agreement as lenders (each individually a “Lender” and, collectively, the “Lenders”), the Lenders set forth on Schedule 1 hereto and Asante Solutions, Inc. and M2 Medical, Inc. (each “Borrower” and, collectively, “Borrowers”).
AMENDMENT TO LEASELease Agreement • December 19th, 2014 • Asante Solutions, Inc. • Surgical & medical instruments & apparatus
BY THIS AMENDMENT TO LEASE (this “Amendment”) made and entered into as of May 27, 2014, Asante Solutions, Inc., a Delaware corporation (“Lessee”) and Bel Arbor Investment Company, L.P., a California limited partnership (“Lessor”), RECITE AND AGREE as follows:
LEASE AGREEMENTLease Agreement • December 19th, 2014 • Asante Solutions, Inc. • Surgical & medical instruments & apparatus • California
For and in consideration of the rentals, covenants, and conditions hereafter set forth, Lessor hereby leases to Lessee, and Lessee hereby rents from Lessor, the herein described Premises for the term, at the rental and subject to and upon all of the terms, covenants and agreements set forth in this lease (“Lease”):
ContractWarrant Agreement • December 19th, 2014 • Asante Solutions, Inc. • Surgical & medical instruments & apparatus • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
ASANTE SOLUTIONS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT September 3, 2014Investors’ Rights Agreement • December 19th, 2014 • Asante Solutions, Inc. • Surgical & medical instruments & apparatus • Delaware
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of September 3, 2014 by and among Asante Solutions, Inc. f/k/a M2 Group Holdings, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A hereto (each an “Investor” and collectively, the “Investors”) and the persons and entities listed on Exhibit B attached hereto (each a “Common Holder,” and collectively, the “Common Holders”).
EXECUTIVE AGREEMENTExecutive Agreement • January 23rd, 2015 • Asante Solutions, Inc. • Surgical & medical instruments & apparatus • California
This Executive Agreement (“Agreement”) is made as of the [ ] day of [ ], 2015, and effective as of the day of the Company’s initial public offering (the “Effective Date”), between Asante Solutions, Inc., a Delaware corporation (the “Company”), and [ ] (the “Executive”), and replaces in its entirety the offer letter between the Company and the Executive dated as of [ ].
ASANTE SOLUTIONS, INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • January 23rd, 2015 • Asante Solutions, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of January 21, 2015, by and among Asante Solutions, Inc., a Delaware corporation (the “Company”) and the investors listed on Schedule A hereto (each an “Investor” and together, the “Investors”).
ContractWarrant Agreement • December 19th, 2014 • Asante Solutions, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
ASANTE SOLUTIONS, INC. AMENDMENT TO THE AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • January 23rd, 2015 • Asante Solutions, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AMENDMENT TO THE AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Amendment”) is made by and among Asante Solutions, Inc., a Delaware corporation (the “Company”), and the undersigned stockholders of the Company (the “Existing Stockholders”), as of January 21, 2015.
ContractWarrant Agreement • December 19th, 2014 • Asante Solutions, 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 AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
