EXHIBIT 10.1 - CONDITIONAL AMENDMENT NO. 1 TO ASSIGNMENT AGREEMENT BETWEEN GAMOGEN, INC. AND ZONAGEN, INC. CONDITIONAL AMENDMENT NO. 1 TO ASSIGNMENT AGREEMENT This Conditional Amendment No. 1 to Assignment Agreement (this "Amendment"), dated as of...Assignment Agreement • February 3rd, 1997 • Repro Med Systems Inc • Surgical & medical instruments & apparatus
3,125,000 Shares Repro Med Systems, Inc. Common Stock PURCHASE AGREEMENTPurchase Agreement • June 22nd, 2020 • Repro Med Systems Inc • Surgical & medical instruments & apparatus • New York
Repro Med Systems, Inc., a New York corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Piper Sandler & Co. and Canaccord Genuity LLC are acting as representatives (in such capacity, the “Representatives”), an aggregate of 3,125,000 shares (the “Firm Shares”) of Common Stock, $0.01 par value per share (the “Common Stock”), of the Company. The Company has also granted to the several Underwriters an option to purchase up to an aggregate of 468,750 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement (this “Agreement”) are herein collectively called the “Securities.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 11th, 2021 • Repro Med Systems Inc • Surgical & medical instruments & apparatus • New York
This Indemnification Agreement (this “Agreement”) is made as of _____________ __, 2021 by and between Repro Med Systems, Inc. d/b/a KORU Medical Systems, a New York corporation (the “Company”), and ______________________ (“Indemnitee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 24th, 2024 • KORU Medical Systems, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), effective as of July 18, 2024, is made by and between KORU Medical Systems, Inc., a Delaware corporation, having its principal place of business at 100 Corporate Drive, Mahwah, NJ 07430 (the “Company”), and Christopher Pazdan, an individual having a domicile at ************************* (“Employee”).
KORU MEDICAL SYSTEMS, INC. NONQUALIFIED STOCK OPTION AWARDNonqualified Stock Option Award • August 21st, 2024 • KORU Medical Systems, Inc. • Surgical & medical instruments & apparatus • New York
This NONQUALIFIED STOCK OPTION AWARD (this “Agreement”), dated as of _____________, ______ (the “Date of Grant”), is delivered by KORU Medical Systems, Inc., a Delaware corporation (the “Company”), to ________________ (the “Grantee”).
KORU MEDICAL SYSTEMS, INC. NONQUALIFIED STOCK OPTION AWARDNonqualified Stock Option Award • November 8th, 2023 • KORU Medical Systems, Inc. • Surgical & medical instruments & apparatus • Delaware
This NONQUALIFIED STOCK OPTION AWARD (this “Agreement”), dated as of November 15, 2023 (the “Date of Grant”), is delivered by KORU Medical Systems, Inc., a New York corporation (the “Company”), to Kenneth Miller (the “Grantee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2017 • Repro Med Systems Inc • Surgical & medical instruments & apparatus • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”), made effective as of November 1, 2016 (the “Effective Date”), is made by and among Repro Med Systems, Inc., a New York corporation, having its principal place of business at 24 Carpenter Road, Chester, NY 10918 (the “Company”), and Fred Ma, an individual having a domicile at 7195 Longview Drive, Solon, OH 44139 (“Executive”).
COMMERCIAL SECURITY AGREEMENTCommercial Security Agreement • April 30th, 2020 • Repro Med Systems Inc • Surgical & medical instruments & apparatus • New York
References in the boxes above are for the Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations.
LEASELease • March 2nd, 2022 • Repro Med Systems Inc • Surgical & medical instruments & apparatus
Tenant must before, or promptly after, the Lease Commencement Date register with the Tenant Portal as indicated below. Tenant hereby consents to receive any written or other notice under this Lease through the Tenant Portal.
EMPLOYMENT AGREEMENTEmployment Agreement • March 4th, 2020 • Repro Med Systems Inc • Surgical & medical instruments & apparatus • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”), made effective as of October 10, 2017 (the “Effective Date”), is made by and among Repro Med Systems, Inc., a New York corporation, having its principal place of business at 24 Carpenter Road, Chester, NY 10918 (the “Company”), and Manuel Marques, an individual having a domicile at [ADDRESS] (“Employee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 8th, 2015 • Repro Med Systems Inc • Surgical & medical instruments & apparatus • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of August 8, 2014 between Repro-Med Systems, Inc. a New York corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).
PLEDGE SECURITY AGREEMENTPledge Security Agreement • July 6th, 2022 • KORU Medical Systems, Inc. • Surgical & medical instruments & apparatus • New York
THIS PLEDGE SECURITY AGREEMENT, dated as of June 29, 2022 (“this Agreement”), is made by REPRO MED SYSTEMS, INC., a New York corporation, whose principal place of business is located at 24 Carpenter Road, Chester, New York 10918-1057 (whether one or more, the “Pledgor”), jointly and severally if more than one, and granted to KEYBANK NATIONAL ASSOCIATION and its affiliates, including subsidiaries, whether now existing or hereafter created, with an office located at 4910 Tiedeman Road, Brooklyn, Ohio 44144 (collectively, the “Bank”).
LOAN MODIFICATION EXTENSION AGREEMENTLoan Modification Extension Agreement • July 6th, 2022 • KORU Medical Systems, Inc. • Surgical & medical instruments & apparatus
THIS LOAN MODIFICATION EXTENSION AND ADDENDUM AGREEMENT (this “Agreement”), made this 29th day of June, 2022 between REPRO MED SYSTEMS, INC., a New York corporation with an office at 24 Carpenter Road, Chester, New York 10918-1057 (the “Borrower”), and KEYBANK NATIONAL ASSOCIATION, a national bank with an address of 170 S. Highland Avenue, Ossining, New York 10562 (the “Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 3rd, 2022 • KORU Medical Systems, Inc. • Surgical & medical instruments & apparatus • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) effective as of October 20, 2021, is made by and between Repro Med Systems, Inc. d/b/a KORU Medical Systems, a New York corporation, having its principal place of business at 24 Carpenter Road, Chester, NY 10918 (the “Company”), and Thomas Adams, an individual having a domicile at [address] (“Employee”).
MANUFACTURING AND SUPPLY AGREEMENTManufacturing and Supply Agreement • November 12th, 2020 • Repro Med Systems Inc • Surgical & medical instruments & apparatus • Delaware
This Manufacturing and Supply Agreement (this “Agreement”) is entered into as of November 11, 2020 (the “Execution Date”) by and between (1) Repro Med Systems, Inc. d/b/a KORU Medical Systems having offices at 24 Carpenter Road, Chester, NY 10918 (“KORU”), and (2) Command Medical Products, Inc. having corporate offices at 15 Signal Avenue, Ormond Beach, Florida 32174, U.S.A. (“Command”). KORU and Command shall hereinafter be individually referred to as a “Party” and collectively as the “Parties.”
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • October 2nd, 2015 • Repro Med Systems Inc • Surgical & medical instruments & apparatus
INCENTIVE STOCK OPTION AGREEMENT dated ____________, 2015, between REPRO MED SYSTEMS, INC., a New York corporation (the “Company”), and ____________________________________________________________________ (the “Employee”), residing at ______________________________________________________.
AGREEMENT REGARDING STOCK SALEStock Sale Agreement • December 17th, 2018 • Repro Med Systems Inc • Surgical & medical instruments & apparatus • New York
This Agreement Regarding Stock Sale (this “Agreement”), is made and entered into as of December 17, 2018 (the “Effective Date”) by and between Repro-Med Systems, Inc. d/b/a RMS Medical Products, a New York corporation (the “Company”), and Andrew Sealfon, a New York resident (the “Seller”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2023 • KORU Medical Systems, Inc. • Surgical & medical instruments & apparatus • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) effective as of March 18, 2022, is made by and between Repro Med Systems, Inc. d/b/a KORU Medical Systems, a New York corporation, having its principal place of business at 24 Carpenter Road, Chester, NY 10918 (the “Company”), and Brian Case, an individual having a domicile at [address] (“Employee”).
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • March 23rd, 2021 • Repro Med Systems Inc • Surgical & medical instruments & apparatus
This INCENTIVE STOCK OPTION AGREEMENT (“Agreement”), dated as of ________________, ____ (the “Date of Grant”), is by and between Repro Med Systems, Inc., a New York corporation (the “Company”), and ______________ (the “Employee”), residing at ________________________________.
KORU MEDICAL SYSTEMS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 21st, 2024 • KORU Medical Systems, Inc. • Surgical & medical instruments & apparatus • Delaware
Pursuant to this Restricted Stock Unit Award Agreement (this “Award Agreement”), and subject to the terms and conditions herein and in the KORU Medical Systems, Inc. 2024 Omnibus Equity Incentive Plan (the “Plan”), KORU Medical Systems, Inc. (the “Company”) grants an Award of restricted stock units (“RSUs”), as set forth below.
LOAN AND SECURITY AGREEMENT dated as of March 8, 2024 between KORU MEDICAL SYSTEMS, INC., as Borrower and HSBC VENTURES USA INC., as BankLoan and Security Agreement • March 13th, 2024 • KORU Medical Systems, Inc. • Surgical & medical instruments & apparatus
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of March 8, 2024 (the “Effective Date”) by and between KORU MEDICAL SYSTEMS, INC., a Delaware corporation (“Borrower”) and HSBC VENTURES USA INC. (“Bank”), and provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 24th, 2020 • Repro Med Systems Inc • Surgical & medical instruments & apparatus • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of January 1, 2020 (the “Effective Date”) by and between Repro Med Systems, Inc., a New York corporation, having its current principal place of business at 24 Carpenter Road, Chester, NY 10918 (the “Company”), and Karen Fisher (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 11th, 2021 • Repro Med Systems Inc • Surgical & medical instruments & apparatus • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of January 22, 2021 (the “Effective Date”) by and between Repro Med Systems, Inc., a New York corporation, having its principal place of business at 24 Carpenter Road, Chester NY (the “Company”), and James M. Beck (“Executive”).
Progress Payment Loan and Security Agreement Principal Amount: $2,500,000.00 Interest Rate: Prime + 0.00%Progress Payment Loan and Security Agreement • April 30th, 2020 • Repro Med Systems Inc • Surgical & medical instruments & apparatus • New York
THIS PROGRESS PAYMENT LOAN AND SECURITY AGREEMENT dated as of April 20, 2020 (“Agreement”) is made by and between KEY EQUIPMENT FINANCE, A DIVISION OF KEYBANK NATIONAL ASSOCIATION, (“KEF”), and REPRO MED SYSTEMS, INC., a New York Corporation, with a principal address at 24 CARPENTER RD, CHESTER, NY 10918-1057 (“Borrower”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 4th, 2018 • Repro Med Systems Inc • Surgical & medical instruments & apparatus • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of September 4, 2018 (the “Effective Date”) by and between Repro Med Systems, Inc. d/b/a RMS Medical Products, a New York corporation, having its principal place of business at 24 Carpenter Road, Chester NY (the “Company”), and Donald B. Pettigrew (“Executive”).
LOAN AGREEMENTLoan Agreement • April 30th, 2020 • Repro Med Systems Inc • Surgical & medical instruments & apparatus
THIS LOAN AGREEMENT (“Agreement”) is made on April 20, 2020, between the REPRO MED SYSTEMS, INC. and KEYBANK NATIONAL ASSOCIATION identified in the SBA Approval issued by the U.S. Small Business Administration (“SBA”) to Lender, dated April 12, 2020 SBA Loan Number 40340571-03 (“Approval”).
NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE REPRO MED SYSTEMS, INC.Nonqualified Stock Option Agreement • August 11th, 2021 • Repro Med Systems Inc • Surgical & medical instruments & apparatus
Pursuant to the Repro Med Systems, Inc. 2021 Omnibus Equity Incentive Plan (the “Plan”), Repro Med Systems, Inc., a New York corporation (together with all successors thereto, the “Company”), hereby grants to the Grantee, an Option to purchase, on or prior to the Expiration Date (or such earlier date as provided below), all or any part of the number of Shares of Common Stock of the Company indicated above (the “Underlying Shares,” with such Shares once issued being referred to herein as “Option Shares”) at the Exercise Price per share indicated above.
ContractStock Purchase Warrant • March 13th, 2024 • KORU Medical Systems, Inc. • Surgical & medical instruments & apparatus • New York
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 AS SET FORTH IN SECTIONS 6.3 AND 6.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
GENERAL RELEASE AND CONFIDENTIALITY AGREEMENTGeneral Release and Confidentiality Agreement • December 26th, 2018 • Repro Med Systems Inc • Surgical & medical instruments & apparatus • New York
This General Release and Confidentiality Agreement (the “Agreement”) is made between Fred Ma, Ph.D (“Employee”) and Repro Med Systems, Inc. (the “Company”) (together, the “Parties”) as of this 20th day of December, 2018 (the “Effective Date”).
KORU MEDICAL SYSTEMS, INC. PERFORMANCE SHARE UNIT AWARD AGREEMENTPerformance Share Unit Award Agreement • August 21st, 2024 • KORU Medical Systems, Inc. • Surgical & medical instruments & apparatus • Delaware
Pursuant to this Performance Share Unit Award Agreement (this “Award Agreement”), and subject to the terms and conditions herein and in the KORU Medical Systems, Inc. 2024 Omnibus Equity Incentive Plan (the “Plan”), KORU Medical Systems, Inc. (the “Company”) grants an Award of performance share units (“PSUs”), as set forth below.
EMPLOYMENT AGREEMENTEmployment Agreement • March 23rd, 2021 • Repro Med Systems Inc • Surgical & medical instruments & apparatus • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of March 15, 2021 (the “Effective Date”), is made by and between Repro Med Systems, Inc. d/b/a KORU Medical Systems, a New York corporation, having its principal place of business at 24 Carpenter Road, Chester, NY 10918 (the “Company”), and Linda Tharby, an individual residing at [personal information redacted] (“Executive”).
ContractMaster Security Agreement • April 30th, 2020 • Repro Med Systems Inc • Surgical & medical instruments & apparatus
THIS MASTER SECURITY AGREEMENT (this “Agreement”) dated as of April 20, 2020 is made by and between REPRO MED SYSTEMS, INC., a New York Corporation, with a principal address at 24 CARPENTER RD, CHESTER, NY 10918-1057 (“Borrower”), and KEY EQUIPMENT FINANCE, A DIVISION OF KEYBANK NATIONAL ASSOCIATION, having an office at 1000 S MCCASLIN BLVD, Superior, CO 800279437 (“KEF”).
REPRO MED SYSTEMS, INC., THE SELLERS NAMED HEREIN, AND THE PURCHASERS NAMED HEREIN COMMON STOCK PURCHASE AGREEMENT DECEMBER 17, 2018Common Stock Purchase Agreement • December 17th, 2018 • Repro Med Systems Inc • Surgical & medical instruments & apparatus • New York
This Common Stock Purchase Agreement (this “Agreement”) is made as of December 17, 2018 by and among (a) Repro Med Systems, Inc., a New York corporation with its principal office at 24 Carpenter Road, Chester, New York (the “Company”), (b) Andrew I. Sealfon (“Andrew Sealfon”) and the other sellers set forth on the signature pages hereto (collectively, “Sellers”), and (c) those purchasers listed on the attached Exhibit A-2, as such exhibit may be amended from time to time (each a “Purchaser”, and collectively, the “Purchasers”).
AGREEMENT REGARDING STOCK SALEStock Sale Agreement • December 17th, 2018 • Repro Med Systems Inc • Surgical & medical instruments & apparatus • New York
This Agreement Regarding Stock Sale (this “Agreement”), is made and entered into as of December 17, 2018 (the “Effective Date”) by and between Repro-Med Systems, Inc. d/b/a RMS Medical Products, a New York corporation (the “Company”), and Dr. Paul Mark Baker, a New York resident (the “Seller”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 2nd, 2023 • KORU Medical Systems, Inc. • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “First Amendment”) is made and entered into as of August 1, 2023 (the “Effective Date”) by and between KORU Medical Systems, Inc., a Delaware corporation (the “Company”), and Thomas Adams (“Employee”).
