ECPM Holdings, LLC Sample Contracts

ECPM Holdings, LLC [●] Shares of Common Stock, par value $0.001 per share Underwriting Agreement
Underwriting Agreement • May 26th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus • New York
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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 26th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus • Georgia

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 9, 2013 (the “Effective Date”) between (i) SILICON VALLEY BANK, a California corporation (“Bank”), (ii) ECPM HOLDINGS, LLC, a Delaware limited liability company (“Holdings”) and (iii) ENDOCHOICE, INC., a Delaware corporation (“EndoChoice”), ENDOCHOICE INTERNATIONAL, LLC, a Georgia limited liability company” (“International”) and ROBERT S. SMITH, M.D., INC., a Georgia corporation (“Smith”, and together with EndoChoice and International, individually and collectively, jointly and severally, the “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

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CREDIT AND SECURITY AGREEMENT (REVOLVING LOAN) dated as of June 30, 2015 by and among ENDOCHOICE HOLDINGS, INC. ENDOCHOICE, INC. ROBERT S. SMITH, M.D., INC. and any additional borrower that hereafter becomes party hereto, each as Borrower, and...
Credit and Security Agreement • July 2nd, 2015 • EndoChoice Holdings, Inc. • Surgical & medical instruments & apparatus • Maryland
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AGREEMENT AND PLAN OF MERGER by and among BOSTON SCIENTIFIC CORPORATION, FALCON MERGER CORP. and ENDOCHOICE HOLDINGS, INC. Dated as of September 27, 2016
Merger Agreement • September 27th, 2016 • EndoChoice Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of September 27, 2016 (this “Agreement”), by and among BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (“Parent”), FALCON MERGER CORP., a Delaware corporation and a wholly-owned Subsidiary of Parent (the “Purchaser”), and ENDOCHOICE HOLDINGS, INC., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.

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FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 5th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus • Delaware

This INDEMNIFICATION AGREEMENT, dated as of [ ], 2015 (this “Agreement”), is made by and between ECPM Holdings, LLC, a Delaware limited liability company (the “Company”) and (“Indemnitee”).

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FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 5th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus • Delaware

This INDEMNIFICATION AGREEMENT is made and executed effective as of this day of , 2015, by and between ENDOCHOICE HOLDINGS, INC., a Delaware corporation (the “Company”), and , an individual resident of the State of (the “Indemnitee”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 21st, 2016 • EndoChoice Holdings, Inc. • Surgical & medical instruments & apparatus • Georgia

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made by and amongst ENDOCHOICE HOLDINGS, INC. (formerly known as ECPM Holdings, LLC) (together with its subsidiaries and affiliates, the “Company”), having its principal offices at 11810 Wills Road, Alpharetta, GA 30005 USA, and David N. Gill (the “Executive”), effective as of March 3, 2016.

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ECPM HOLDINGS, LLC
Incentive Unit Award Agreement • May 26th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus • Delaware

THIS INCENTIVE UNIT AWARD AGREEMENT (the “Agreement”), made effective as of the day of , 20 (the “Grant Date”), between ECPM HOLDINGS, LLC, a Delaware limited liability company (the “Company”), and , an Employee or Director of the Company or an Affiliate (the “Participant”);

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Stock Option Agreement
Stock Option Agreement • May 26th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus • Delaware

THIS AGREEMENT (together with Schedule A attached hereto, this “Agreement”), made effective as of the day of , 200 (the “Grant Date”), by and between Endochoice, Inc., a Delaware corporation (the “Corporation”), and , a Director of the Corporation or an Affiliate (the “Participant”).

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THIRD LOAN MODIFICATION AND WAIVER AGREEMENT
Loan Modification Agreement • May 26th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus

This Third Loan Modification and Waiver Agreement (this “Loan Modification Agreement”) is entered into as of December 31, 2014 by and between (i) SILICON VALLEY BANK, a California corporation (“Bank”), (ii) ECPM HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), (iii) ENDOCHOICE, INC., a Delaware corporation (“EndoChoice”), and (iv) ROBERT S. SMITH, M.D., INC., a Georgia corporation (“Smith”, and together with EndoChoice, individually and collectively, jointly and severally, the “Borrower”).

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Nonqualified Stock Option Agreement
Nonqualified Stock Option Agreement • May 4th, 2016 • EndoChoice Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware

This Nonqualified Stock Option Agreement (this “Agreement”) is made and entered into as of _______________ and between EndoChoice Holdings, Inc., a Delaware corporation (the “Company”) and ______________ (the “Participant”).

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EMPLOYMENT AGREEMENT
Employment Agreement • May 5th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus • Georgia

EndoChoice, Inc., a Delaware corporation (together with its subsidiaries and affiliates, the “Company”), hereby enters into this Employment Agreement (the “Agreement”) with you, Kevin Rubey (“you” or “Executive”), effective as of February 18, 2013 (the “Effective Date”).

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PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENT
Growth Capital Loan and Security Agreement • May 26th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus • California

This is a PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENT dated as of February 18, 2014 by and between ENDOCHOICE, INC., a Delaware corporation (“EC INC”), ECPM HOLDINGS, LLC, a Delaware limited liability company (“HOLDINGS”), ENDOCHOICE INTERNATIONAL, LLC, a Georgia limited liability company (“EC INT’L”), ROBERT S. SMITH, M.D., INC., a Georgia corporation (“SMITH”), ENDOCHOICE SCOPE SERVICES, LLC, a Georgia limited liability company (“EC SCOPE”), PATHOPTIONS, LLC, a Georgia limited liability Company (“PATH”), collectively as borrowers, and TRIPLEPOINT CAPITAL LLC, a Delaware limited liability company, as lender.

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ECPM HOLDINGS, LLC Incentive Unit Award Agreement
Incentive Unit Award Agreement • May 26th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus • Delaware

THIS INCENTIVE UNIT AWARD AGREEMENT (the “Agreement”), made effective as of the day of , 20 (the “Grant Date”), between ECPM HOLDINGS, LLC, a Delaware limited liability company (the “Company”), and , an Employee, Director or Consultant of the Company or an Affiliate (the “Participant”);

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SECOND LOAN MODIFICATION AND WAIVER AGREEMENT
Loan Modification Agreement • May 26th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus

This Second Loan Modification and Waiver Agreement (this “Loan Modification Agreement”) is entered into as of July 24, 2014 by and between (i) SILICON VALLEY BANK, a California corporation (“Bank”), (ii) ECPM HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), (iii) ENDOCHOICE, INC., a Delaware corporation (“EndoChoice”), and (iv) ROBERT S. SMITH, M.D., INC., a Georgia corporation (“Smith”, and together with EndoChoice, individually and collectively, jointly and severally, the “Borrower”).

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SECOND AMENDMENT TO REGISTRATION AGREEMENT
Registration Agreement • May 26th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus • Delaware

This Second Amendment to Registration Agreement (this “Amendment”), is made and entered into effective as of March 4, 2015 (the “Effective Date”), and amends that certain Registration Agreement, dated as of January 4, 2013, by and among ECPM Holdings, LLC, a Delaware limited liability company (the “Company”), and the other parties thereto, as amended by that certain First Amendment to Registration Agreement, effective as of October 30, 2014 (the “Registration Agreement”). All capitalized terms used in this Amendment and not defined herein shall have the meanings set forth in the Registration Agreement.

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INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • May 26th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus • Delaware

THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of January 4, 2013, by and among ECPM Holdings, LLC, a Delaware limited liability company (the “Company”), Avraham Levy (“Levy”) and the Persons listed on the Schedule of Major Members attached hereto (each, a “Major Member” and collectively, the “Major Members”).

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FIRST AMENDMENT TO REGISTRATION AGREEMENT
Registration Agreement • May 26th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus • Delaware

This First Amendment to Registration Agreement (this “Amendment”), is made and entered into effective as of October 30, 2014 (the “Effective Date”), and amends that certain Registration Agreement, dated as of January 4, 2013, by and among ECPM Holdings, LLC, a Delaware limited liability company (the “Company”), and the other parties thereto (the “Registration Agreement”). All capitalized terms used in this Amendment and not defined herein shall have the meanings set forth in the Registration Agreement.

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REGISTRATION AGREEMENT
Registration Agreement • May 26th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus • Delaware

THIS REGISTRATION AGREEMENT (this “Agreement”) is made as of January 4, 2013, by and among ECPM Holdings, LLC, a Delaware corporation (the “Company”), the Persons listed on the Schedule of Investors attached hereto (each, an “Investor” and collectively, the “Investors” and the Persons listed on the Schedule of Other Holders attached hereto (each, an “Other Holder” and collectively, the “Other Holders”).

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ECPM HOLDINGS, LLC A Delaware Limited Liability Company SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of March 4, 2015
Limited Liability Company Agreement • May 26th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus • Delaware

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of ECPM Holdings, LLC, a Delaware limited liability company, dated and effective as of March 4, 2015, is adopted, executed and entered into by and among Holdings LLC and the current Members and each other Person who becomes a Member in accordance with the terms of this Agreement.

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VOTING AGREEMENT
Voting Agreement • May 26th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus • Delaware

THIS VOTING AGREEMENT is made and entered into as of this 4th day of January, 2013, by and among ECPM Holdings, LLC, a Delaware limited liability company (the “Company”), Council Capital II, LP, Envest III, LLC, River Cities Capital Fund IV, L.P., and River Cities Capital Fund IV (N.Q.P.), L.P. (each a “Class B Holder” and together with any subsequent transferees, who become parties hereto as a “Class B Holder” pursuant to Subsection 4.1 below, the “Class B Holders”).

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FIRST LOAN MODIFICATION AND WAIVER AGREEMENT
Loan Modification Agreement • May 26th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus

This First Loan Modification and Waiver Agreement (this “Loan Modification Agreement”) is entered into as of March 25, 2014 by and between (i) SILICON VALLEY BANK, a California corporation (“Bank”), (ii) ECPM HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), (iii) ENDOCHOICE, INC., a Delaware corporation (“EndoChoice”), (iv) ENDOCHOICE INTERNATIONAL, LLC, a Georgia limited liability company” (“International”) and (v) ROBERT S. SMITH, M.D., INC., a Georgia corporation (“Smith”, and together with EndoChoice and International, individually and collectively, jointly and severally, the “Borrower”).

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ENDOCHOICE HOLDINGS, INC. 2015 OMNIBUS EQUITY INCENTIVE PLAN Effective as of May 22, 2015
2015 Omnibus Equity Incentive Plan • June 12th, 2015 • EndoChoice Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
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AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT (REVOLVING LOAN)
Credit and Security Agreement (Revolving Loan) • November 7th, 2016 • EndoChoice Holdings, Inc. • Surgical & medical instruments & apparatus

This AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT (REVOLVING LOAN) (this “Agreement”) is made as of this 2nd day of August, 2016, by and among ENDOCHOICE HOLDINGS, INC. (“Holdings”), ENDOCHOICE, INC. (“Endochoice”), ROBERT S. SMITH, M.D., INC. (together with Holdings and Endochoice, collectively in the singular, “Borrower”), MidCap Funding IV Trust (as successor by assignment to MidCap Financial Trust), individually as a Lender and as Agent (in such capacity, together with its successors and assigns, “Agent”) and the other financial institutions party hereto, each as a Lender.

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ENDOCHOICE HOLDINGS, INC. Form of Restricted Stock Award Agreement
Restricted Stock Award Agreement • May 5th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus • Delaware

This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of [DATE] (the “Grant Date”) by and between EndoChoice Holdings, Inc., a Delaware corporation (the “Company”) and [EMPLOYEE NAME] (the “Grantee”).

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TENDER AND SUPPORT AGREEMENT
Tender and Support Agreement • September 27th, 2016 • EndoChoice Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware

This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of September 27, 2016, is entered into by and among [ l ] (“Stockholder”), BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (“Parent”), and FALCON MERGER CORP., a Delaware corporation and a subsidiary of Parent (“Purchaser”).

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ENDOCHOICE HOLDINGS, INC. Restricted Stock Unit Agreement
Restricted Stock Unit Agreement • May 4th, 2016 • EndoChoice Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware

This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of ___________(the “Grant Date”) by and between EndoChoice Holdings, Inc., a Delaware corporation (the “Company”) and ________________ (the “Grantee”).

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Restricted Stock Unit Agreement
Restricted Stock Unit Agreement • May 4th, 2016 • EndoChoice Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware

This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of ________________ (the “Grant Date”) by and between EndoChoice Holdings, Inc., a Delaware corporation (the “Company”) and ________________ (the “Grantee”).

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CREDIT AND SECURITY AGREEMENT (TERM LOAN) dated as of June 30, 2015 by and among ENDOCHOICE HOLDINGS, INC. ENDOCHOICE, INC. ROBERT S. SMITH, M.D., INC. and any additional borrower that hereafter becomes party hereto, each as Borrower, and collectively...
Credit and Security Agreement (Term Loan) • July 2nd, 2015 • EndoChoice Holdings, Inc. • Surgical & medical instruments & apparatus • Maryland
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FORM OF EMPLOYMENT COVENANTS AGREEMENT
Employment Covenants Agreement • May 5th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus • Georgia

This EMPLOYMENT COVENANTS AGREEMENT (the “Agreement”) is made this day of , 201 , (the “Effective Date”), between EndoChoice, Inc. (which together with its subsidiaries, its parent company, ECPM Holdings, LLC, and all ECPM Holdings, LLC direct and indirect subsidiaries, is hereinafter referred to as the “Company”) and (“You” or “Your”)(collectively, the “Parties”).1 For and in consideration of the Company’s agreement to employ or continue to employ You, and in consideration of the Company’s agreement to provide you with training and Confidential Information, You agree to the following terms:

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ENDOCHOICE HOLDINGS, INC.
Nonqualified Stock Option Agreement • May 4th, 2016 • EndoChoice Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware

This Nonqualified Stock Option Agreement (this “Agreement”) is made and entered into as of ________________ and between EndoChoice Holdings, Inc., a Delaware corporation (the “Company”) and _______________ (the “Participant”).

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ENDOCHOICE HOLDINGS, INC.
Restricted Stock Unit Agreement • May 4th, 2016 • EndoChoice Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware

This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of ___________ (the “Grant Date”) by and between EndoChoice Holdings, Inc., a Delaware corporation (the “Company”) and ________________ (the “Grantee”).

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AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT (TERM LOAN)
Credit and Security Agreement (Term Loan) • November 7th, 2016 • EndoChoice Holdings, Inc. • Surgical & medical instruments & apparatus

This AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT (TERM LOAN) (this “Agreement”) is made as of this 2nd day of August, 2016, by and among ENDOCHOICE HOLDINGS, INC. (“Holdings”), ENDOCHOICE, INC. (“Endochoice”), ROBERT S. SMITH, M.D., INC. (together with Holdings and Endochoice, collectively in the singular, “Borrower”), MidCap Financial Trust, as Agent (in such capacity, together with its successors and assigns, “Agent”) and the other financial institutions party hereto, each as a Lender.

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Nonqualified Stock Option Agreement
Nonqualified Stock Option Agreement • May 4th, 2016 • EndoChoice Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware

This Nonqualified Stock Option Agreement (this “Agreement”) is made and entered into as of ________________ and between EndoChoice Holdings, Inc., a Delaware corporation (the “Company”) and ________________ (the “Participant”).

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ENDOCHOICE HOLDINGS, INC. Form of Incentive Stock Option Agreement
Incentive Stock Option Agreement • May 5th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus • Delaware

This Incentive Stock Option Agreement (this “Agreement”) is made and entered into as of [DATE] (the “Grant Date”) by and between EndoChoice Holdings, Inc., a Delaware corporation (the “Company”) and [EMPLOYEE NAME] (the “Participant”).

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