ARTICLE I DEFINITIONSSecurities Purchase Agreement • April 19th, 2005 • Cellular Technical Services Co Inc • Services-computer integrated systems design • Delaware
ANDServices Agreement • March 29th, 2001 • Cellular Technical Services Co Inc • Services-computer integrated systems design • New York
ARTICLE I PURCHASE AND SALE OF COMMON STOCK 1.1 PURCHASE AND SALE. Upon the basis of the representations, warranties and covenants, for the consideration, and subject to the terms and conditions set forth in this Agreement, the Company agrees to sell...Stock Purchase Agreement • November 14th, 1996 • Cellular Technical Services Co Inc • Services-computer integrated systems design • New York
EXHIBIT 99 EMPLOYMENT AGREEMENT This Agreement is entered into as of February 19, 1997, between CELLULAR TECHNICAL SERVICES COMPANY, INC., a Delaware corporation (the "Company"), and WILLIAM C. ZOLLNER (the "Executive"). In consideration of the mutual...Employment Agreement • March 6th, 1997 • Cellular Technical Services Co Inc • Services-computer integrated systems design • Washington
TRANSENTERIX, INC. 28,000,000 Shares of Common Stock (par value $0.001 per share) Underwriting AgreementUnderwriting Agreement • September 6th, 2019 • Transenterix, Inc. • Surgical & medical instruments & apparatus • New York
TransEnterix, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Cantor Fitzgerald & Co. (“Cantor” or the “Underwriter”) an aggregate of 28,000,000 shares of its common stock, par value $0.001 per share (the “Shares”). The 28,000,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriter an option to purchase up to an additional 4,200,000 Shares pursuant to such option are collectively called the “Option Shares.” The Firm Shares and, if and to the extent such option is exercised, the Option Shares, are collectively called the “Offered Shares.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 3rd, 2014 • Transenterix Inc. • Surgical & medical instruments & apparatus • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ ], 2014 between TransEnterix, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 28th, 2023 • Asensus Surgical, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 27, 2023, between Asensus Surgical, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ASENSUS SURGICAL, INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementAsensus Surgical, Inc. • May 19th, 2021 • Surgical & medical instruments & apparatus • New York
Asensus Surgical, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), Robert W. Baird & Co. Incorporated (“Baird”) and Oppenheimer & Co. Inc. (“Oppenheimer”; each of Cantor, Baird and Oppenheimer individually an “Agent” and collectively, the “Agents”), as follows:
TRANSENTERIX, INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • August 12th, 2019 • Transenterix, Inc. • Surgical & medical instruments & apparatus • New York
TransEnterix, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
EMPLOYMENT AGREEMENT This Agreement is entered into as of July 17, 1996, between CELLULAR TECHNICAL SERVICES COMPANY, INC., a Delaware corporation ("CTS"), and STEPHEN ELSTON (the "Executive"). In consideration of the mutual promises, covenants and...Employment Agreement • March 31st, 1997 • Cellular Technical Services Co Inc • Services-computer integrated systems design • Washington
TransEnterix, Inc. and Continental Stock Transfer & Trust Company, as Warrant Agent Warrant Agency Agreement Dated as of March __, 2020Warrant Agency Agreement • March 6th, 2020 • Transenterix, Inc. • Surgical & medical instruments & apparatus • New York
WARRANT AGENCY AGREEMENT, dated as of March __, 2020 (“Agreement”), between TransEnterix, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York Corporation (the “Warrant Agent”).
ContractTransenterix Inc. • May 10th, 2017 • 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 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED (I) UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR (II) WITHOUT AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
UNDERWRITING AGREEMENTUnderwriting Agreement • July 2nd, 2020 • Transenterix, Inc. • Surgical & medical instruments & apparatus • New York
The undersigned, TransEnterix, Inc., a company incorporated under the laws of Delaware (on behalf of itself and its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of TransEnterix, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) pursuant to which the Company proposes to issue and sell to the Underwriters the Shares on the terms and conditions set forth herein.
PURCHASE AGREEMENTPurchase Agreement • February 10th, 2020 • Transenterix, Inc. • Surgical & medical instruments & apparatus • Illinois
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of February 10, 2020, by and between TRANSENTERIX, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
COMMON STOCK PURCHASE WARRANT TRANSENTERIX, INC.Common Stock Purchase • March 6th, 2020 • Transenterix, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS COMMON STOCK 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 [Series D warrant: March 10, 2025] [Series C warrant: March 10, 2021] (the “Termination Date”) but not thereafter, to subscribe for and purchase from TransEnterix, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole regist
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 10th, 2017 • Transenterix Inc. • Surgical & medical instruments & apparatus • New York
THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of May 10, 2017 (the “Effective Date”) among INNOVATUS LIFE SCIENCES LENDING FUND I, LP, a Delaware limited partnership, as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to, and TRANSENTERIX, INC., a Delaware corporation (“Parent”), TRANSENTERIX SURGICAL, INC., a Delaware corporation (“TransEnterix Surgical”), SAFESTITCH LLC, a Virginia limited liability company (“SafeStitch”), and TRANSENTERIX INTERNATIONAL, INC., a Delaware corporation (“TransEnterix International”, and together with Parent, TransEnterix Surgical, and SafeStitch, individually and collectively, jointly and severally, “Borrower”), each with offices located at 635 Davis Drive, Suite 300, Morrisville, North Carolina 27560, provi
14,121,766 SHARES OF COMMON STOCK, 7,937,057 SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK 22,058,823 SERIES C WARRANTS AND 22,058,823 SERIES D WARRANTS OF TRANSENTERIX, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 6th, 2020 • Transenterix, Inc. • Surgical & medical instruments & apparatus • New York
The undersigned, TransEnterix, Inc., a company incorporated under the laws of Delaware (on behalf of itself and its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of TransEnterix, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) pursuant to which the Company proposes to issue and sell to the Underwriters the Public Securities on the terms and conditions set forth herein.
24,900,000 Shares of Common Stock and Series A Warrants to Purchase up to 24,900,000 Shares of Common Stock Series B Warrants to Purchase up to 18,675,000 Shares of Common Stock TransEnterix, Inc. Common Stock UNDERWRITING AGREEMENT April 28, 2017Underwriting Agreement • April 28th, 2017 • Transenterix Inc. • Surgical & medical instruments & apparatus • New York
obligations upon exercise or vesting of stock options or equity awards, (iii) transfers of Restricted Securities or any security convertible into or exercisable for Restricted Securities to an immediate family member or a trust for the benefit of the undersigned or an immediate family member or to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held exclusively by the undersigned and/or one or more family members of the undersigned in a transaction not involving a disposition for value, (iv) transfers of Restricted Securities or any security convertible into or exercisable for Restricted Securities upon death by will or intestate succession, (v) the exercise of any option, warrant or other right to acquire Restricted Securities, the settlement of any stock-settled stock appreciation rights, restricted stock or restricted stock units or the conversion of any convertible security into Restricted Securities, (v
AMENDED AND RESTATED UNDERWRITING AGREEMENTUnderwriting Agreement • January 28th, 2021 • Transenterix, Inc. • Surgical & medical instruments & apparatus • New York
The undersigned, TransEnterix, Inc., a company incorporated under the laws of Delaware (on behalf of itself and its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of TransEnterix, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) pursuant to which the Company proposes to issue and sell to the Underwriters the Shares on the terms and conditions set forth herein. This Amended and Restated Underwri
COMMON STOCK PURCHASE WARRANT ASENSUS SURGICAL, INC.Asensus Surgical, Inc. • July 28th, 2023 • Surgical & medical instruments & apparatus • New York
THIS COMMON STOCK 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 July 31, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Asensus Surgical, Inc. a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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).
TRANSENTERIX, INC. Common Stock (par value $0.001 per share) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENTTerms Agreement • December 28th, 2018 • Transenterix Inc. • Surgical & medical instruments & apparatus • New York
TransEnterix, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”), as sales agent and/or principal (“Agent”), shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $75,000,000.00 on the terms set forth in Section 2 of this At-The-Market Equity Offering Sales Agreement (the “Agreement”). The Company agrees that whenever it determines to sell Shares directly to the Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 10th, 2020 • Transenterix, Inc. • Surgical & medical instruments & apparatus • Illinois
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 10, 2020, is entered into by and between TRANSENTERIX, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 14th, 2021 • Transenterix, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 12, 2021, between TransEnterix, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
TRANSENTERIX, INC. as the Company and as Trustee INDENTURE Dated as of _____ __, ____Indenture • January 31st, 2020 • Transenterix, Inc. • Surgical & medical instruments & apparatus • New York
Indenture dated as of _____ __, ___ among TransEnterix, Inc., a Delaware corporation and ________________, a national banking association organized and existing under the laws of the United States, not in its individual capacity but solely as Trustee (as defined herein).
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2020 • Transenterix, Inc. • Surgical & medical instruments & apparatus • Ontario
This Employment Agreement (this “Agreement”) is made and entered into as of August 14, 2020, by and between TransEnterix Canada, Inc., an Ontario corporation (“TransEnterix Canada”), and Shameze Rampertab (the “Executive”). TransEnterix Canada is entering into this Agreement as the employer on behalf of its indirect parent, TransEnterix, Inc., a Delaware corporation, and all of its direct and indirect subsidiaries (collectively, the “Company”).
PURCHASE AGREEMENTPurchase Agreement Purchase Agreement • December 20th, 2016 • Transenterix Inc. • Surgical & medical instruments & apparatus • Illinois
PURCHASE AGREEMENT (the “Agreement”), dated as of December 16, 2016, by and between TRANSENTERIX, INC., a Delaware corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
EXHIBIT 10.1 MASTER PURCHASE AND LICENSE AGREEMENT This Master Purchase and License Agreement is made as of April 23, 1997, by and between CELLULAR TECHNICAL SERVICES COMPANY, INC., a Delaware corporation ("CTS"), and GTE MOBILNET SERVICE CORP., a...Master Purchase and License Agreement • May 15th, 1997 • Cellular Technical Services Co Inc • Services-computer integrated systems design • Washington
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 21st, 2012 • SafeStitch Medical, Inc. • Blank checks • Florida
This Stock Purchase Agreement is dated as of February 17, 2012 (this “Agreement”), between SafeStitch Medical, Inc., a Delaware corporation (the “Company”), and the purchasers whose names and addresses are set forth on the signature pages hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
NOTE AND SECURITY AGREEMENTNote and Security Agreement • July 31st, 2007 • Cellular Technical Services Co Inc • Blank checks • Florida
FOR VALUE RECEIVED, CELLULAR TECHNICAL SERVICES COMPANY, INC., a Delaware corporation with offices at 4400 Biscayne Boulevard, Miami, Florida 33137 (“CTSC”) and SAFESTITCH LLC, a Virginia limited liability company and wholly-owned subsidiary of CTSC (“SafeStitch”, and, collectively with CTSC, “Borrower”), pursuant to this Note and Security Agreement (this “Note”), hereby promise to pay to THE FROST GROUP, LLC, a Florida limited liability company, (“Lender”), at such place as Lender may designate from time to time in writing, in lawful money of the United States of America, the principal amount of $4,000,000, or such lesser amount as shall equal the outstanding principal balance of the loan (the “Loan”) made to Borrower by Lender pursuant to that certain Share Transfer, Exchange and Contribution Agreement, dated as of July 25, 2007, by and among Borrower, Lender and others (the “Share Exchange Agreement”) and this Note, and to pay all other amounts due with respect to the Loan on the da
Amended and Restated Pre-Release Distribution AgreementRelease Distribution Agreement • March 31st, 2014 • Transenterix Inc. • Surgical & medical instruments & apparatus • North Carolina
The purpose of this agreement, effective as of 15 June 2012, is to cover the business arrangement between TransEnterix, Inc. (“MANUFACTURER”) and Al Danah Medical Co. W.L.L. (“DISTRIBUTOR”) (MANUFACTURER and DISTRIBUTOR collectively the “Parties”) during a limited pre-market-release of the SPIDER Surgical System in a select Territory within Europe. This agreement amends and restates, and supersedes in all respects, the Pre-Release Distribution Agreement entered into between the Parties as of [insert prior date].
AGREEMENT AND PLAN OF MERGER By and among KARL STORZ ENDOSCOPY-AMERICA, INC., Karl Storz California Inc. and Asensus Surgical, Inc., Dated as of June 6, 2024Agreement and Plan of Merger • June 7th, 2024 • Asensus Surgical, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 6, 2024, is by and among KARL STORZ Endoscopy-America, Inc., a California corporation (“Parent”), Karl Storz California Inc., a California corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Asensus Surgical, Inc. (the “Company”), a Delaware corporation.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 6th, 2013 • SafeStitch Medical, Inc. • Blank checks • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of January 17, 2012 (the “Effective Date”) among SILICON VALLEY BANK, a California corporation with an office located at 3005 Carrington Mill Boulevard, Suite 530, Morrisville, North Carolina 27560 (“SVB”), as collateral agent (in such capacity, the “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including SVB in its capacity as a Lender and OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”) (each a “Lender” and collectively, the “Lenders”), and TRANSENTERIX, INC., a Delaware corporation with offices located at 635 Davis Drive, Suite 300, Morrisville, North Carolina 27560 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
EXCLUSIVE LICENSE AND DEVELOPMENT AGREEMENTExclusive License and Development Agreement • March 26th, 2008 • SafeStitch Medical, Inc. • Blank checks • Illinois
THIS EXCLUSIVE LICENSE AND DEVELOPMENT AGREEMENT (this “Agreement”) is made as of the 26th day of May 2006, by and between Creighton University (the “University”) and SafeStitch LLC, a Virginia limited liability company (the “Company”). References to an Article, Section, or paragraph mean an Article, Section or paragraph of this Agreement, unless otherwise specified.
SECURITIES PURCHASE AGREEMENT dated as of July 21, 2009 by and among SAFESTITCH MEDICAL, INC. AND THE PURCHASERS SET FORTH ON THE SIGNATURE PAGES HERETOSecurities Purchase Agreement • July 23rd, 2009 • SafeStitch Medical, Inc. • Blank checks • Florida
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of July 21, 2009, by and between SafeStitch Medical, Inc. (the “Company”), a corporation organized under the laws of the State of Delaware, with its principal offices at 4400 Biscayne Boulevard, Suite A-100, Miami, Florida 33137 (the “Principal Office”), and the purchasers whose names and addresses are set forth on the signature pages hereto (the “Purchasers”). Certain capitalized terms used but not defined herein shall have the respective meanings set forth on Schedule 1 attached hereto.
TRANSENTERIX, INC. [INCENTIVE STOCK OPTION] [NON-QUALIFIED STOCK OPTION] AGREEMENT (EMPLOYEE) AgreementAgreement • March 5th, 2014 • Transenterix Inc. • Surgical & medical instruments & apparatus • Delaware
