BIOCARDIA, INC. [●] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • July 6th, 2015 • BioCardia, Inc. • Biological products, (no disgnostic substances) • New York
BioCardia, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 3,846,154 shares of common stock, par value $0.001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 576,923 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
BIOCARDIA, INC. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • July 6th, 2015 • BioCardia, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of (the “Effective Date”), and is between BioCardia, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
LEASE AGREEMENTLease Agreement • June 16th, 2015 • BioCardia, Inc. • Biological products, (no disgnostic substances)
THIS LEASE AGREEMENT (this “Lease”) is made this 29th day of September, 2008, between ARE-SAN FRANCISCO NO. 29, LLC, a Delaware limited liability company (“Landlord”), and BIOCARDIA, INC., a Delaware corporation (“Tenant”).
WARRANT TO PURCHASE SHARES OF SERIES F PREFERRED STOCK of BIOCARDIA, INC. Dated as of «Date» Void after the date specified in Section 8Warrant Agreement • June 16th, 2015 • BioCardia, Inc. • Biological products, (no disgnostic substances) • California
THIS CERTIFIES THAT, for value received, «Warrant_Holder», or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from BioCardia, Inc., a Delaware corporation (the “Company”), shares of the Company’s Series F Preferred Stock, $0.001 par value per share (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Series F Preferred Stock and Warrant Purchase Agreement, dated as of April 24, 2013, by and among the Company and the purchasers described therein (the “Purchase Agreement”). The holder of this Warrant is subject to certain restrictions set forth in the Purchase Agreement and the Investor Rights Agreement, dated as of June 6, 2011, by an
BIOCARDIA, INC. WARRANT TO PURCHASE SHARESWarrant Agreement • June 16th, 2015 • BioCardia, Inc. • Biological products, (no disgnostic substances) • California
This Warrant is issued to by BioCardia, Inc., a Delaware corporation (the “Company”), in connection with the Company’s issuance to the holder of this Warrant of a Convertible Promissory Note (the “Note”).
LICENSE AND DISTRIBUTION AGREEMENTLicense and Distribution Agreement • June 16th, 2015 • BioCardia, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS LICENSE AND DISTRIBUTION AGREEMENT (the “Agreement”) is effective as of October 30, 2012 (the “Effective Date”) by and between BIOMET BIOLOGICS, LLC, a corporation organized and existing under the laws of the State of Indiana, having a place of business at 56 East Bell Drive, Warsaw, Indiana 46582 (“Biomet”) and BIOCARDIA, INC., a Delaware corporation with its principal place of business at 125 Shoreway Road, Suite B, San Carlos, CA 94070 (“BioCardia”). BioCardia and Biomet may be referred to individually as a “Party” or collectively as the “Parties.”
BIOCARDIA, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT June 6, 2011Investors’ Rights Agreement • June 16th, 2015 • BioCardia, Inc. • Biological products, (no disgnostic substances) • California
THIS AGREEMENT is made as of June 6, 2011 among BioCardia, Inc., a Delaware corporation (the “Company”) and the undersigned holders of the Company’s Series A Preferred Stock (the “Series A Preferred”), Series B Preferred Stock (the “Series B Preferred”), Series C Preferred Stock (the “Series C Preferred”), Series D Preferred Stock (the “Series D Preferred”), Series E Preferred Stock (the “Series E Preferred”) and the Series F Preferred Stock (the “Series F Preferred”) listed on Exhibit A hereto (each an “Investor”, and collectively, the “Investors”).
FORM OF WARRANTWarrant Agreement • June 16th, 2015 • BioCardia, Inc. • Biological products, (no disgnostic substances) • California
THESE SECURITIES 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 AS TO THE SECURITIES UNDER SAID ACT OR, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
FIRST AMENDMENT TO LEASELease Agreement • June 16th, 2015 • BioCardia, Inc. • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made as of May 31, 2010, by and between ARE-SAN FRANCISCO NO. 29, LLC, a Delaware limited liability company (“Landlord”), and BIOCARDIA, INC., a Delaware corporation (“Tenant”).
