LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 13th, 2016 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of April 24, 2015 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and Lombard Medical Technologies Inc., a Delaware corporation with an office located at 15420 Laguna Canyon Road, Suite 260, Irvine CA 92618 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
GUARANTEE AND INDEMNITYLombard Medical, Inc. • January 13th, 2016 • Surgical & medical instruments & apparatus
DATEDJULY 30, 2015Datedjuly • January 13th, 2016 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus
PLEDGE AGREEMENTPledge Agreement • January 13th, 2016 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus • New York
This PLEDGE AGREEMENT, dated as of April 24, 2015 (together with all amendments, if any, from time to time hereto, this “Pledge Agreement”), by and among Lombard Medical Technologies Limited, an English private company limited by shares (the “Pledgor”), and OXFORD FINANCE LLC, a Delaware limited liability company, in its capacity as collateral agent (in such capacity and together with any successors, endorsees and assigns,
Form of AMENDED AND RESTATED SECURED PROMISSORY NOTE (Term A Loan)Lombard Medical, Inc. • January 13th, 2016 • Surgical & medical instruments & apparatus
FOR VALUE RECEIVED, the undersigned, LOMBARD MEDICAL TECHNOLOGIES INC., a Delaware corporation with offices located at 15420 Laguna Canyon Road, Suite 260, Irvine CA 92618, and ALTURA MEDICAL, INC., a Delaware corporation with offices located at 923 Hamilton Ave., Menlo Park, CA 94025 (individually, collectively, jointly and severally “Borrower”) HEREBY PROMISES TO PAY to the order of OXFORD FINANCE LLC (“Lender”) the principal amount of ____________________________________ or such lesser amount as shall equal the outstanding principal balance of the Term A Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of such Term A Loan, at the rates and in accordance with the terms of the Loan and Security Agreement dated __________________by and among Borrower, Lender, Oxford Finance LLC, as Collateral Agent, and the other Lenders from time to time party thereto, as amended by that certain First Amendment dated as of the date hereof (as amended, restated, s
ContractLombard Medical, Inc. • January 13th, 2016 • 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 SECTION 5.3 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER THE ACT AND SUCH 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.
AMENDED & RESTATED PLEDGE AGREEMENTPledge Agreement • January 13th, 2016 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus • New York
This AMENDED & RESTATED PLEDGE AGREEMENT, dated as of July 30, 2015 (together with all amendments, if any, from time to time hereto, this “Pledge Agreement”), by and among Lombard Medical Technologies Limited, an English private company limited by shares, Lombard Medical, Inc., a Cayman Islands exempted company with limited liability (collectively, the “Pledgor”), and OXFORD FINANCE LLC, a Delaware limited liability company, in its capacity as collateral agent (in such capacity and together with any successors, endorsees and assigns, ‘‘Agent”) for itself and the lenders from time to time party to the Loan Agreement hereinafter defined (collectively, the “Lenders”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 13th, 2016 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus • Delaware
Now Therefore, in consideration of the respective covenants, agreements, representations and warranties set forth herein, the parties to this Agreement, intending to be legally bound, agree as follows:
Form of SECURED PROMISSORY NOTE 1Lombard Medical, Inc. • January 13th, 2016 • Surgical & medical instruments & apparatus
FOR VALUE RECEIVED, the undersigned, LOMBARD MEDICAL TECHNOLOGIES INC., a Delaware corporation with offices located at 15420 Laguna Canyon Road, Suite 260, Irvine CA 92618 (“Borrower”) HEREBY PROMISES TO PAY to the order of OXFORD FINANCE LLC (“Lender”) the principal amount of _______________________ or such lesser amount as shall equal the outstanding principal balance of the Term A Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of such Term A Loan, at the rates and in accordance with the terms of the Loan and Security Agreement dated ______________ by and among Borrower, Lender, Oxford Finance LLC, as Collateral Agent, and the other Lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). If not sooner paid, the entire principal amount and all accrued and unpaid interest hereunder shall be due and payable on the Maturity Date as set forth in the Loan Agreement.
CONSENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 13th, 2016 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus • New York
THIS CONSENT AND FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of July 30, 2015 (the “Amendment Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (in its individual capacity, “Oxford”; and in its capacity as Collateral Agent, “Collateral Agent”), the Lenders listed on Schedule 1.1 thereof from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), Lombard Medical Technologies Inc., a Delaware corporation with an office located at 15420 Laguna Canyon Road, Suite 260, Irvine CA 92618 (“Existing Borrower”) and ALTURA MEDICAL, INC., a Delaware corporation with offices located at 923 Hamilton Ave., Menlo Park, CA 94025 (“New Borrower” and together with Existing Borrower, individually and collectively, jointly and severally, “Borrower”).
