INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 14th, 2021 • MedicaMetrix, Inc/De • Surgical & medical instruments & apparatus • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 25th day of January, 2021, by and among MedicaMetrix, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • September 14th, 2021 • MedicaMetrix, Inc/De • Surgical & medical instruments & apparatus • Delaware
THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of January 25, 2021 by and among MedicaMetrix, Inc., a Delaware corporation (the “Company”), the Investors (as defined below) listed on Schedule A and the Key Holders (as defined below) listed on Schedule B.
SUBSCRIPTION AGREEMENTSubscription Agreement • October 7th, 2021 • MedicaMetrix, Inc/De • Surgical & medical instruments & apparatus • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
VOTING AGREEMENTVoting Agreement • September 14th, 2021 • MedicaMetrix, Inc/De • Surgical & medical instruments & apparatus • Delaware
THIS VOTING AGREEMENT (this “Agreement”), is made and entered into as of this 25th day of January, 2021, by and among MedicaMetrix, Inc., a Delaware corporation (the “Company”), each holder of the Series A Preferred Stock, $0.0001 par value per share, of the Company (“Series A Preferred Stock”), and Series B Preferred Stock, $0.0001 par value per share (“Series B Preferred Stock”, and together with the Series A Preferred Stock, the “Preferred Stock”) listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Subsections 7.1(a) or 7.2 below, the “Investors”), and those certain stockholders of the Company and holders of options to acquire shares of the capital stock of the Company listed on Schedule B (together with any subsequent stockholders or option holders, or any transferees, who become parties hereto as “Key Holders” pursuant to Subsections 7.1(b) or 7.2 below, the “Key Holders,” and together collectively with
certain identified information has been excluded from the exhibit because it is both not material and is the type that the COMPANY treats as private or confidentialSide Letter • September 14th, 2021 • MedicaMetrix, Inc/De • Surgical & medical instruments & apparatus
Reference is hereby made to that certain Series B Preferred Stock Purchase Agreement, dated as of the date of this letter agreement (the “Purchase Agreement”), by and among MedicalMetrix, Inc. (the “Company”) and the Purchasers (as defined therein) thereunder. This letter agreement (this “Side Letter”) is being delivered in connection with the separate purchase by Janus Henderson Research Fund, (together with its (x) permitted transferees and (y) other entities under management by Janus Capital Management LLC, as defined below, the “Janus Investor”) of the Company’s Series B Preferred Stock (the “Purchased Shares”) (the Purchase Agreement, with all exhibits and schedules thereto (including without limitation the Investors’ Rights Agreement (the “Rights Agreement”), the Voting Agreement (the “Voting Agreement”) and the Right of First Refusal and Co-Sale Agreement (the “ROFR Agreement”), each as entered into pursuant to the Purchase Agreement, and as amended thereafter ), are collectivel
Explanatory Note INDEX TO EXHIBITSBroker-Dealer Agreement • October 19th, 2021 • MedicaMetrix, Inc/De • Surgical & medical instruments & apparatus
January 25, 2021 Janus Henderson Research Fund c/o Janus Capital Management LLC, Denver, CO 80206 Attn: Matt Peron Attn: Angela Morton Email:Series B Preferred Stock Purchase Agreement • June 22nd, 2021 • MedicaMetrix, Inc/De • Surgical & medical instruments & apparatus
Reference is hereby made to that certain Series B Preferred Stock Purchase Agreement, dated as of the date of this letter agreement (the “Purchase Agreement”), by and among MedicalMetrix, Inc. (the “Company”) and the Purchasers (as defined therein) thereunder. This letter agreement (this “Side Letter”) is being delivered in connection with the separate purchase by Janus Henderson Research Fund, (together with its (x) permitted transferees and (y) other entities under management by Janus Capital Management LLC, as defined below, the “Janus Investor”) of the Company’s Series B Preferred Stock (the “Purchased Shares”) (the Purchase Agreement, with all exhibits and schedules thereto (including without limitation the Investors’ Rights Agreement (the “Rights Agreement”), the Voting Agreement (the “Voting Agreement”) and the Right of First Refusal and Co-Sale Agreement (the “ROFR Agreement”), each as entered into pursuant to the Purchase Agreement, and as amended thereafter ), are collectivel
MEDICAMETRIX, LLCEmployment Agreement • January 20th, 2021 • MedicaMetrix, LLC • Surgical & medical instruments & apparatus • Delaware
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • May 2nd, 2022 • MedicaMetrix, Inc/De • Surgical & medical instruments & apparatus • Delaware
This Convertible Note Purchase Agreement (this “Agreement”), dated as of [DATE], is entered into among MedicaMetrix, Inc., a Delaware corporation (the “Company”), and the persons and entities (each individually a “Purchaser,” and collectively, the “Purchasers”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 2nd, 2022 • MedicaMetrix, Inc/De • Surgical & medical instruments & apparatus • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of January 15, 2022, is entered into between Daniel Larkin (“Seller”), and MedicaMetrix, Inc., a Delaware corporation (“Buyer”). Capitalized terms used in this Agreement have the meanings given to such terms herein.
