Titan Medical Inc Sample Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 10th, 2020 • Titan Medical Inc • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 8, 2020, between Titan Medical Inc., an Ontario corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Standard Contracts
COMMON SHARE PURCHASE WARRANT TITAN MEDICAL INC.Common Share Purchase Warrant • June 10th, 2020 • Titan Medical Inc • Surgical & medical instruments & apparatus
THIS COMMON SHARE PURCHASE WARRANT (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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June __, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Titan Medical Inc., an Ontario corporation (the “Company”), up to ______ (as subject to adjustment hereunder, the “Warrant Shares”) common shares of the Company (the “Common Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2019 • Titan Medical Inc • Surgical & medical instruments & apparatus • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 20, 2019, by and between TITAN MEDICAL INC., a corporation organized under the laws of Ontario (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Share Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
PRE-FUNDED COMMON SHARE PURCHASE WARRANT TITAN MEDICAL INC.Pre-Funded Common Share Purchase Warrant • June 10th, 2020 • Titan Medical Inc • Surgical & medical instruments & apparatus
THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (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 the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Titan Medical Inc., an Ontario corporation (the “Company”), up to ______ (as subject to adjustment hereunder, the “Warrant Shares”) common shares of the Company (the “Common Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT TITAN MEDICAL INC.Placement Agent Common Share Purchase Warrant • June 1st, 2020 • Titan Medical Inc • Surgical & medical instruments & apparatus
THIS PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT (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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 2, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Titan Medical Inc., an Ontario corporation (the “Company”), up to _____ (as subject to adjustment hereunder, the “Warrant Shares”) common shares of the Company (the “Common Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of March 17, 2020.
AGENCY AGREEMENTAgency Agreement • June 11th, 2018 • Titan Medical Inc • Ontario
Bloom Burton Securities Inc. (the “Agent”) understands that Titan Medical Inc. (the “Corporation”) proposes to issue and sell a minimum of 33,333,333 units of the Corporation (the “Offered Units”) and up to a maximum of 50,000,000 Offered Units at a price of $0.30 per Offered Unit (the “Offering Price”) for aggregate gross proceeds of a minimum of $10,000,000 (the “Minimum Offering”) up to a maximum of $15,000,000 (the “Maximum Offering”). Each Offered Unit shall consist of (i) one Common Share (as defined herein) (a “Unit Share”) and (ii) one Common Share purchase warrant (a “Warrant”). Each Warrant shall be issued pursuant to and subject to the terms of the Warrant Indenture (as defined herein) Each Warrant shall entitle the holder thereof to purchase one Common Share (a “Warrant Share”) at an exercise price of $0.35 per Warrant Share, subject to adjustment, at any time until 5:00 p.m. (Toronto time) on the date that is five years after the Initial Closing Date (as defined herein).
COMMON SHARE PURCHASE AGREEMENTCommon Share Purchase Agreement • December 23rd, 2019 • Titan Medical Inc • Surgical & medical instruments & apparatus • Illinois
COMMON SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of December 20, 2019 by and between TITAN MEDICAL INC., a corporation organized under the laws of Ontario (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
AGENCY AGREEMENTAgency Agreement • November 1st, 2019 • Titan Medical Inc • Surgical & medical instruments & apparatus • Ontario
Development and License AgreementDevelopment and License Agreement • June 5th, 2020 • Titan Medical Inc • Surgical & medical instruments & apparatus • New York
This Development and License Agreement (“Agreement”), dated and effective as of June 3, 2020 (the “Effective Date”), is by and between, on the one hand, Covidien LP, a Delaware limited partnership having a place of business at 15 Hampshire Street, Mansfield, Massachusetts 02048 (“Medtronic”), and on the other hand, Titan Medical Inc., a corporation incorporated under the Laws of the Province of Ontario, Canada with offices located at 155 University Avenue, Suite 750, Toronto, Ontario, M5H 3B7, Canada (“Titan”).
Until the earlier of the Separation Time or the Expiration Time (as such terms are defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement...Rights Agreement • July 30th, 2019 • Titan Medical Inc • Surgical & medical instruments & apparatus
UNDERWRITING AGREEMENTUnderwriting Agreement • February 10th, 2021 • Titan Medical Inc • Surgical & medical instruments & apparatus • Ontario
ContractPromissory Note • June 5th, 2020 • Titan Medical Inc • Surgical & medical instruments & apparatus
THIS NOTE (AS DEFINED BELOW) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (AS AMENDED) OR THE SECURITIES LAWS OF ANY STATE NOR QUALIFIED BY A PROSPECTUS UNDER THE SECURITIES ACT (ONTARIO) (AS AMENDED) OR ANY OTHER APPLICABLE PROVINCIAL SECURITIES LAWS. THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER APPLICABLE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PROSPECTUS THEREUNDER OR AN EXEMPTION THEREFROM. THE ISSUER OF THIS NOTE MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION COMPLIES WITH ANY APPLICABLE SECURITIES LAWS.
WARRANT INDENTURE Providing for the Issue of Common Share Purchase Warrants BETWEEN TITAN MEDICAL INC. - and - COMPUTERSHARE TRUST COMPANY OF CANADA Dated as of June 29, 2017Warrant Indenture • June 11th, 2018 • Titan Medical Inc • Ontario
WHEREAS the Company proposes to issue and sell up to 100,000,000 Warrants (as hereinafter defined) pursuant to the Prospectus (as hereinafter defined) and this Indenture;
TITAN MEDICAL INC. as ObligorSecurity Agreement • April 29th, 2020 • Titan Medical Inc • Surgical & medical instruments & apparatus • Ontario
In consideration of the foregoing and other good and valuable consideration, the receipt and adequacy of which are acknowledged, the Obligor agrees as follows.
AGENCY AGREEMENTAgency Agreement • March 19th, 2019 • Titan Medical Inc • Surgical & medical instruments & apparatus • Ontario
License AgreementLicense Agreement • June 5th, 2020 • Titan Medical Inc • Surgical & medical instruments & apparatus • New York
This License Agreement (“Agreement”), dated and effective as of June 3, 2020 (the “Effective Date”), is by and between, on the one hand, Covidien LP, a Delaware limited partnership having a place of business at 15 Hampshire Street, Mansfield, Massachusetts 02048 ( “Medtronic”), and on the other hand, Titan Medical Inc., a corporation incorporated under the laws of the Province of Ontario, Canada with offices located at 155 University Avenue, Suite 750, Toronto, Ontario, M5H 3B7, Canada (“Titan”) (collectively, the “Parties,” or each, individually, a “Party”).
WARRANT INDENTURE Providing for the Issue of Common Share Purchase Warrants BETWEEN TITAN MEDICAL INC. - and - COMPUTERSHARE TRUST COMPANY OF CANADA Dated as of August 10, 2018Warrant Indenture • August 28th, 2018 • Titan Medical Inc • Surgical & medical instruments & apparatus • Ontario
WHEREAS the Company proposes to issue and sell up to 8,000,000 Warrants (as hereinafter defined) pursuant to the Prospectus (as hereinafter defined) and this Indenture;
AGENCY AGREEMENTAgency Agreement • August 7th, 2018 • Titan Medical Inc • Surgical & medical instruments & apparatus • Ontario
Bloom Burton Securities Inc. (the “Agent”) understands that Titan Medical Inc. (the “Corporation”) proposes to issue and sell a minimum of 6,400,000 units of the Corporation (the “Offered Units”) and up to a maximum of 8,000,000 Offered Units at a price of US $2.50 per Offered Unit (the “Offering Price”) for aggregate gross proceeds of a minimum of US $16,000,000 (the “Minimum Offering”) up to a maximum of US $20,000,000 (the “Maximum Offering”). Each Offered Unit shall consist of (i) one Common Share (as defined herein) (a “Unit Share”) and (ii) one Common Share purchase warrant (a “Warrant”). Each Warrant shall be issued pursuant to and subject to the terms of the Warrant Indenture (as defined herein). Each Warrant shall entitle the holder thereof to purchase one Common Share (a “Warrant Share”) at an exercise price of US $3.20 per Warrant Share, subject to adjustment, at any time until 5:00 p.m. (Toronto time) on the date that is five years after the Initial Closing Date (as defined
WARRANT INDENTURE Providing for the Issue of Common Share Purchase Warrants BETWEEN TITAN MEDICAL INC. - and - COMPUTERSHARE TRUST COMPANY OF CANADA Dated as of March 16, 2017Warrant Indenture • June 11th, 2018 • Titan Medical Inc • Ontario
WHEREAS the Company proposes to issue and sell up to 10,733,600 Warrants (as hereinafter defined) pursuant to the Prospectus (as hereinafter defined) and this Indenture;
