SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this "AGREEMENT") is dated as of February 14, 2005, among Vision-Sciences, Inc., a Delaware corporation (the "COMPANY"), and each purchaser identified on the signature pages hereto...Securities Purchase Agreement • February 16th, 2005 • Vision Sciences Inc /De/ • Electromedical & electrotherapeutic apparatus • New York
FORM OF WARRANT NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Warrant Agreement • February 16th, 2005 • Vision Sciences Inc /De/ • Electromedical & electrotherapeutic apparatus
ARTICLE 1 RENT, ETC.Lease Agreement • June 29th, 2000 • Vision Sciences Inc /De/ • Services-prepackaged software • New York
EXHIBIT 10.25 PLEDGE AGREEMENT THIS AGREEMENT ENTERED INTO AT BOSTON, MASSACHUSETTS AS OF APRIL 30, 2002 BETWEEN VISION SCIENCES, INC., WITH AN ADDRESS OF 9 STRATHMORE ROAD, NATICK, MASSACHUSETTS 01760 (THE "PLEDGOR") AND CITIZENS BANK OF...Pledge Agreement • May 20th, 2002 • Vision Sciences Inc /De/ • Services-prepackaged software • Massachusetts
LICENSE AGREEMENT BETWEEN VISION-SCIENCES, INC. ANDLicense Agreement • September 4th, 1998 • Vision Sciences Inc /De/ • Services-prepackaged software • New York
COMMON STOCK PURCHASE WARRANT To Purchase 92,593 Shares of Common Stock of VISION-SCIENCES, INC.Securities Agreement • March 1st, 2005 • Vision Sciences Inc /De/ • Electromedical & electrotherapeutic apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Katsumi Oneda (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 the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Vision-Sciences, Inc., a Delaware corporation (the “Company”), up to 92,593 shares (the “Warrant Shares”) of Common Stock, par value $0.01 per share, of the Company (the “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).
RECITALSPiggyback Registration Rights Agreement • June 29th, 2001 • Vision Sciences Inc /De/ • Services-prepackaged software • Massachusetts
AGREEMENT AND PLAN OF MERGER by and among LM US PARENT, INC., CAMDEN MERGER SUB, INC. and COGENTIX MEDICAL, INC.Merger Agreement • March 12th, 2018 • Cogentix Medical Inc /De/ • Electromedical & electrotherapeutic apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated March 11, 2018, is by and among LM US Parent, Inc., a corporation incorporated under the laws of Delaware (“Parent”), Camden Merger Sub, Inc., a corporation incorporated under the laws of Delaware (“Merger Sub”), and Cogentix Medical, Inc., a corporation incorporated under the laws of Delaware (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, Merger Sub and the Company are each sometimes referred to as a “Party” and collectively as the “Parties.”
PURCHASE AGREEMENTPurchase Agreement • April 27th, 2012 • Vision Sciences Inc /De/ • Electromedical & electrotherapeutic apparatus • Delaware
PURCHASE AGREEMENT (the “Agreement”), dated as of April 27, 2012, by and between VISION-SCIENCES, INC., a Delaware corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT is made as of August 6, 1998 (this "Agreement"), by and among (i) VISION...Investment Agreement • September 4th, 1998 • Vision Sciences Inc /De/ • Services-prepackaged software
BUSINESS LOAN AGREEMENT (CONTINUED)Business Loan Agreement • May 20th, 2002 • Vision Sciences Inc /De/ • Services-prepackaged software • Massachusetts
EXHIBIT 10.2 MEMORANDUM OF UNDERSTANDING TO: K. Oneda FROM: G. Lichtenberger SUBJECT: New position/Title --------------------------------------------------- ----------------------------- Per our agreement, as follows: EFFECTIVE DATE: Pay period...Memorandum of Understanding • August 13th, 1999 • Vision Sciences Inc /De/ • Services-prepackaged software
CMOS/3D DEVELOPMENT: US support for VSI Israel and Imagineering. Research and coordinate with US based suppliers and technical information (patents, publications, conferences) for sources needed for implementation of CMOS sensors, in coordination with VSI Israel and Imagineering.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 4th, 2016 • Cogentix Medical Inc /De/ • Electromedical & electrotherapeutic apparatus
This Registration Rights Agreement (this “Agreement”) is entered into effective as of November 3, 2016, by and among Cogentix Medical Inc., a Delaware corporation (the “Company”), Accelmed Growth Partners, L.P., a Cayman Island exempted limited partnership (“Buyer”), and Lewis C. Pell, an individual (“Pell”).
SECURITIES PURCHASE AGREEMENT BY AND BETWEEN COGENTIX MEDICAL, INC., AND ACCELMED GROWTH PARTNERS, L.P.Securities Purchase Agreement • September 7th, 2016 • Cogentix Medical Inc /De/ • Electromedical & electrotherapeutic apparatus • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 7, 2016, is entered into by and between Cogentix Medical, Inc., a Delaware corporation (the “Company”), and Accelmed Growth Partners, L.P., a Cayman Island exempted limited partnership (“Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 1st, 2005 • Vision Sciences Inc /De/ • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 14, 2005, among Vision-Sciences, 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”); and
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • March 12th, 2018 • Cogentix Medical Inc /De/ • Electromedical & electrotherapeutic apparatus • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of March 11, 2018, is by and among LM US Parent, Inc., a corporation incorporated under the laws of Delaware (“Parent”), Camden Merger Sub, Inc., a corporation incorporated under the laws of Delaware (“Merger Sub”), and the Person listed as “Stockholder” on the signature page hereto (“Stockholder”).
VOTING AGREEMENTVoting Agreement • September 7th, 2016 • Cogentix Medical Inc /De/ • Electromedical & electrotherapeutic apparatus • Delaware
This Voting Agreement (“Voting Agreement”) is made as of September 7, 2016, by and among (i) Lewis C. Pell, an individual (“Pell”) and (ii) Accelmed Growth Partners, L.P., a Cayman Island exempted limited partnership (“Accelmed”).
VISION-SCIENCES, INC. NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • February 4th, 2003 • Vision Sciences Inc /De/ • Electromedical & electrotherapeutic apparatus
AMENDMENT TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • December 22nd, 2014 • Vision Sciences Inc /De/ • Electromedical & electrotherapeutic apparatus • New York
This Amendment to Convertible Promissory Note (this “Amendment”) is made as of December 21, 2014 by and between Vision-Sciences, Inc., a Delaware corporation (the “Borrower”), and Lewis C. Pell (the “Lender”), and amends that certain Convertible Promissory Note dated September 19, 2012 (the “Note”) outstanding as of the date hereof between the Borrower and the Lender. All capitalized terms used but not otherwise defined herein shall have the meanings given such terms in the Note.
AGREEMENT AND PLAN OF MERGER by and among VISION-SCIENCES, INC., VISOR MERGER SUB LLC, and UROPLASTY, INC. Dated December 21, 2014Merger Agreement • December 22nd, 2014 • Vision Sciences Inc /De/ • Electromedical & electrotherapeutic apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated December 21, 2014, by and among Vision-Sciences, Inc., a Delaware corporation (“Visor”), Visor Merger Sub LLC, a Delaware limited liability company of which Visor is the sole member (“Merger Sub”), and Uroplasty, Inc., a Minnesota corporation (“Union”). Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE 1 below.
Re: Mutual Nondisclosure Agreement JoinderMutual Nondisclosure Agreement • March 26th, 2018 • Cogentix Medical Inc /De/ • Electromedical & electrotherapeutic apparatus • Delaware
Reference is made to that certain Mutual Nondisclosure Agreement, entered into and effective as of June 16, 2017 (the “Agreement”), by and between Cogentix Medical, Inc. (the “Company”) and Laborie Medical Technologies Canada ULC (the “Contracting Party”), a copy of which is attached hereto as Exhibit A. Each capitalized term used but not otherwise defined herein shall have the meaning given to it in the Agreement.
THIS VERSION HAS BEEN MODIFIED TO OMIT CERTAIN CONFIDENTIAL INFORMATION OF VISION-SCIENCES, INC., WHICH HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED....Exclusive Distribution Agreement • March 18th, 2005 • Vision Sciences Inc /De/ • Electromedical & electrotherapeutic apparatus • New York
This Exclusive Distribution Agreement (the “Agreement”) is made as of this 29th day of December, 2004 (the “Effective Date”) by and between Vision-Sciences, Inc., a Delaware corporation (the “Company”), and Medtronic USA, Inc., a Minnesota corporation (“MDT”, and collectively with the Company, the “Parties”).
COMMON STOCK PURCHASE WARRANT To Purchase 1,229,105 Shares of Common Stock of VISION-SCIENCES, INC.Common Stock Purchase Warrant • October 4th, 2011 • Vision Sciences Inc /De/ • Electromedical & electrotherapeutic apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (the “WARRANT”) certifies that, for value received, Lewis C. Pell or his assigns (the “HOLDER”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, to subscribe for and purchase from Vision-Sciences, Inc., a Delaware corporation (the “COMPANY”), up to 1,229,105 shares (the “WARRANT SHARES”) of Common Stock, par value $0.01 per share, of the Company (the “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 VERSION HAS BEEN MODIFIED TO OMIT CERTAIN CONFIDENTIAL INFORMATION OF VISION-SCIENCES, INC., WHICH HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED....Exclusive Distribution Agreement • November 14th, 2003 • Vision Sciences Inc /De/ • Electromedical & electrotherapeutic apparatus • New York
This Exclusive Distribution Agreement (the “Agreement”) is made as of this 6th day of August, 2003 by and between Vision-Sciences, Inc., a Delaware corporation with a principal office located at 9 Strathmore Road, Natick, Massachusetts 01760 (“Company”), and Medtronic Xomed, Inc., a Delaware corporation with a principal office located at 6743 Southpoint Drive North, Jacksonville, Florida 32216 (“MDTX”).
Merrill Lynch Loan Management Account® AgreementLoan Management Account Agreement • January 24th, 2008 • Vision Sciences Inc /De/ • Electromedical & electrotherapeutic apparatus
SUPPLY AGREEMENTSupply Agreement • February 11th, 2003 • Vision Sciences Inc /De/ • Electromedical & electrotherapeutic apparatus
This Supply Agreement (the “Agreement”), dated as of March 16, 1992, between Vision-Sciences, Inc., a Delaware corporation (“VSI”), and Asahi Optical Co., Ltd., a Japanese corporation (“Asahi”),
COVIDIEN UNI-PATCH DIVISION SECOND AMENDMENT TO SUPPLY AGREEMENTSupply Agreement • May 12th, 2017 • Cogentix Medical Inc /De/ • Electromedical & electrotherapeutic apparatus
This Second Amendment, entered into as of the 24th day of March, 2010 (the "Second Amendment"), is by and between Tyco Healthcare Group LP (d/b/a Covidien), a Delaware limited partnership, acting through its Uni-Patch Division, having a place of business at 1313 West Grant Boulevard, Wabasha, Minnesota 55981 (hereinafter referred to as "Supplier"), and Uroplasty, Inc., a Minnesota corporation, having a place of business at 5420 Felt1 Rd., Minnetonka, MN, 55343 (hereinafter referred to as "Purchaser").
AMENDMENT TO ADDITIONAL CONVERTIBLE PROMISSORY NOTEAdditional Convertible Promissory Note • December 22nd, 2014 • Vision Sciences Inc /De/ • Electromedical & electrotherapeutic apparatus • New York
This Amendment to Additional Convertible Promissory Note (this “Amendment”) is made as of December 21, 2014 by and between Vision-Sciences, Inc., a Delaware corporation (the “Borrower”), and Lewis C. Pell (the “Lender”), and amends that certain Additional Convertible Promissory Note dated September 25, 2013 (the “Note”) outstanding as of the date hereof between the Borrower and the Lender. All capitalized terms used but not otherwise defined herein shall have the meanings given such terms in the Note.
SECOND AMENDMENT TO LEASELease Agreement • June 25th, 2015 • Cogentix Medical Inc /De/ • Electromedical & electrotherapeutic apparatus
AGREEMENT, made this 7th day of January, 2005, entered into between 30 RAMLAND ROAD, LLC, a New York limited liability company, having its principal office at c/o GHP Office Realty, LLC, One West Red Oak Lane, White Plains, New York 10604 (herein referred to as “Landlord”), and VISION SCIENCES, INC., a Delaware corporation, having an office at 40 Ramland Road South, Orangeburg, New York 10962 (herein referred to as “Tenant”).
DEVELOPMENT AND SUPPLY AGREEMENTDevelopment and Supply Agreement • June 23rd, 2008 • Vision Sciences Inc /De/ • Electromedical & electrotherapeutic apparatus • New York
THIS DEVELOPMENT AND SUPPLY AGREEMENT (this “Agreement”), made and entered into as of this 18th day of June, 2008 between Vision-Sciences, Inc. (“VSI”), a Delaware, corporation, having offices at 40 Ramland Road, Orangeburg, NY, 10962, USA., and SpineView, Inc. (“SpineView”), a Delaware corporation having offices at 48541 Warm Springs Boulevard, Suite 507, Fremont, CA 94539.
LOAN EXTENSION AGREEMENTLoan Extension Agreement • March 24th, 2017 • Cogentix Medical Inc /De/ • Electromedical & electrotherapeutic apparatus
THIS LOAN EXTENSION AGREEMENT (“Agreement”) is made as of March 21, 2017, by and among Cogentix Medical, Inc., a Delaware corporation (“Cogentix”), Machida Incorporated, a Delaware corporation (“Machida”), Uroplasty, LLC, a Delaware limited liability company (“Uroplasty”) (Cogentix, Machida and Uroplasty are hereinafter collectively referred to as “Borrowers” or, individually, as a “Borrower”) all jointly and severally and Venture Bank, a banking corporation (“Lender”).
QuickLinks -- Click here to rapidly navigate through this documentLease • July 3rd, 2008 • Vision Sciences Inc /De/ • Electromedical & electrotherapeutic apparatus
THIS THIRD AMENDMENT TO LEASE dated as of December 26, 2006, made by and between 30 RAMLAND ROAD, LLC, having an office in care of GHP Office Realty, LLC, One West Red Oak Lane, White Plains, New York 10604, as Landlord, and VISION-SCIENCES, INC., having an office at 40 Ramland Road, Orangeburg, New York 10962, as Tenant.
FIFTH AMENDMENT TO SUPPLY AGREEMENTSupply Agreement • May 12th, 2017 • Cogentix Medical Inc /De/ • Electromedical & electrotherapeutic apparatus
This FIFTH Amendment to the Supply Agreement (“Amendment”) is entered into as of July 1, 2017 (“Amendment Effective Date”) by and between Uroplasty, Inc., now known as Cogentix Medical Inc. (“Purchaser”), and Covidien Sales LLC (assignee in interest of Covidien LP, formerly known as Tyco Healthcare Group LP) (“Supplier”). Capitalized terms used herein without definition have the same meaning as ascribed to them in the Agreement.
April 24, 2018 Darin HammersSeparation and Release of Claims • April 24th, 2018 • Cogentix Medical Inc /De/ • Electromedical & electrotherapeutic apparatus • Minnesota
Pledge AgreementPledge Agreement • August 14th, 2003 • Vision Sciences Inc /De/ • Electromedical & electrotherapeutic apparatus
Vision-Sciences, Inc., a Delaware (U.S.A.) corporation, having its principal place of business at 9 Strathmore Road, Natick, Massachusetts 01760, U.S.A., Fax No. +1-508-650-9976 (the “Company”);
