UNDERWRITING AGREEMENT between Samsara Vision, Inc. and THINKEQUITY, LLC SAMSARA VISION, INC.Underwriting Agreement • November 3rd, 2021 • Samsara Vision, Inc • Surgical & medical instruments & apparatus • New York
The undersigned, Samsara Vision, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being a subsidiary or affiliate of Samsara Vision, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 3rd, 2021 • Samsara Vision, Inc • Surgical & medical instruments & apparatus • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ________ between Samsara Vision, Inc., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • November 3rd, 2021 • Samsara Vision, Inc • Surgical & medical instruments & apparatus
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______1 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from SAMSARA VISION INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
CONVERTIBLE PROMISSORY NOTE OF SAMSARA VISION, INC.Convertible Note • December 17th, 2021 • Samsara Vision, Inc • Surgical & medical instruments & apparatus • Delaware
This Note is issued as part of a series of substantially similar notes (collectively, the “Notes”) issued and to be issued pursuant to the terms of that certain 2020 Note Purchase Agreement dated as of December 16, 2020, as amended from time to time (the “Purchase Agreement”), by and among the Company and the Investors (as defined therein). Any capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement.
FIRST AMENDMENT TONote Purchase Agreement • December 17th, 2021 • Samsara Vision, Inc • Surgical & medical instruments & apparatus • Delaware
This First Amendment (this “Amendment”) to the 2020 Note Purchase Agreement is dated as of March 16, 2021 and amends that certain 2020 Note Purchase Agreement (the “Original Agreement”) dated December 16, 2020 by and among Samsara Vision, Inc., a Delaware corporation (the “Company”), and the Investors listed on Exhibit A thereto (herein individually an “Investor” and collectively, the “Investors”). Capitalized terms used herein but not otherwise defined shall have the same meanings assigned to them in the Original Agreement, except where the context otherwise requires.
Gold Coast Advisory, LTDFinancial Advisory Agreement • November 3rd, 2021 • Samsara Vision, Inc • Surgical & medical instruments & apparatus
VisionCare, Inc. June 19, 2020 Thomas M, Ruggia Jr. Peapack, NJ 07977 Dear Tom,Employment Agreement • November 3rd, 2021 • Samsara Vision, Inc • Surgical & medical instruments & apparatus
This letter agreement (“Agreement”) amends and restates the offer letter between you and Visioncare, Inc. (the “Company”) dated June 17, 2020 (the “Prior Agreement”), under which you have agreed to serve as the President and Chief Executive Officer of the Company. This Agreement is effective as of June 19, 2020 (the “Effective Date”), provided you have returned the executed copy of this letter to the Company promptly after such signature by email to the undersigned. The Prior Agreement is hereby amended and restated in its entirety to read as set forth in this Agreement.
VISIONCARE, INC. CONSULTING AGREEMENTConsulting Agreement • November 3rd, 2021 • Samsara Vision, Inc • Surgical & medical instruments & apparatus • California
THIS CONSULTING AGREEMENT (this “Agreement”) is entered into effective as of November 19, 2018 (the “Effective Date”), by and between VisionCare, Inc., located at 14395 Saratoga Ave., Suite 150, Saratoga CA 95070, a Delaware corporation or any of its current or future subsidiaries, affiliates, successors or assigns (collectively, the “Company”), and Prof. Dr. Albert J. Augustine, Direkor der Augenklinik, Moltkestrasse 90, 76133 Karlsruhe, Germany (“Consultant”).
SECOND AMENDMENT TONote Purchase Agreement • December 17th, 2021 • Samsara Vision, Inc • Surgical & medical instruments & apparatus • Delaware
This Second Amendment (this “Amendment”) to the 2020 Note Purchase Agreement is dated as of December 14, 2021 and amends that certain 2020 Note Purchase Agreement dated December 16, 2020, as amended by the First Amendment thereto dated March 16, 2021 (as amended, the “Existing Agreement”), by and among Samsara Vision, Inc., a Delaware corporation (the “Company”), and the Investors listed on Exhibit A thereto (herein individually an “Investor” and collectively, the “Investors”). Capitalized terms used herein but not otherwise defined shall have the same meanings assigned to them in the Existing Agreement, except where the context otherwise requires.
FINANCIAL ADVISORY AGREEMENT AddendumFinancial Advisory Agreement • November 3rd, 2021 • Samsara Vision, Inc • Surgical & medical instruments & apparatus • New York
This Agreement is entered into as of January 13, 2020 (the “Effective Date”) by and between VisionCare Inc., a Delaware company having an address at 14395 Saratoga Ave, Suite 150 Saratoga, California, U.S.A. (the “Company”) and Mr. Steve Cohen, an individual with U.S.A. passport and its partner, Gold Coast Advisory Ltd. having an address at Together as the “Banker”). The Banker and the Company each a “Party” and collectively the “Parties”.
December 17, 2020 Josh Fox Upper Saddle River, NJ 07458 Dear Josh,Employment Agreement • November 3rd, 2021 • Samsara Vision, Inc • Surgical & medical instruments & apparatus • California
On behalf of Samsara Vision, Inc. (the “Company”), 1 am pleased to offer you the position of Chief Financial Officer of the Company on the terms set forth herein. This letter will become the binding agreement (the “Agreement”) between you and the Company with respect to the matters set forth herein effective upon the date of your signature shown at the end of this letter (the “Effective Date”), provided you have returned such signed and hand-dated copy of this letter to the Company promptly after such signature by email to the undersigned no later than December 29, 2020.
LEASE AGREEMENT BY AND BETWEEN AND VISIONCARE, INC. (TENANT)Lease Agreement • November 3rd, 2021 • Samsara Vision, Inc • Surgical & medical instruments & apparatus • New Jersey
SAMSARA VISION, INC. 2020 NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 17th, 2021 • Samsara Vision, Inc • Surgical & medical instruments & apparatus • Delaware
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • November 3rd, 2021 • Samsara Vision, Inc • Surgical & medical instruments & apparatus
medeuronet UK is incorporated in England & Wales with its registered office at Leather Market, Weston Street, Bermondsey, London SE1 3ER United Kingdom. Company registration: 06591143. Represented by Kristine A. Morrill in her capacity of Managing Director,
