ContractWarrant Agreement • January 28th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 8 OF THIS WARRANT.
ContractWarrant Agreement • January 28th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, OR TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH.
FOURTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT dated as of NOVEMBER 1, 2013 among TV2 HOLDING COMPANY and CERTAIN STOCKHOLDERS OF THE COMPANY AND OTHER PERSONS NAMED HEREINStockholders Agreement • January 28th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS FOURTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”) dated as of November 1, 2013 by and among (i) TV2 Holding Company, a Delaware corporation (the “Company”), (ii) MPM BioVentures IV-QP, L.P., MPM BioVentures IV GmbH & Co. Beteiligungs KG and MPM Asset Management Investors BV4 LLC (collectively, “MPM”), New Enterprise Associates 12, Limited Partnership, NEA Ventures 2008, Limited Partnership, (collectively, “NEA”), Delphi Ventures VII, L.P., Delphi BioInvestments VII, L.P., Delphi Ventures VIII, L.P. and Delphi BioInvestments VIII, L.P. (collectively, “Delphi”), Thomas Weisel Healthcare Venture Partners, LP, Kearny Venture Partners, LP and Kearny Venture Partners Entrepreneurs Fund, L.P. (collectively, “TWK”), Pinnacle Ventures Equity Fund II, L.P., Pinnacle Ventures Equity Fund II-O, L.P., Pinnacle Ventures II-A, L.P., Pinnacle Ventures II-B, L.P., Pinnacle Ventures II-C, L.P., Pinnacle Ventures II-R, L.P., Pinnacle Ventures Debt Fund III-A, L.P., Pinnacle Vent
ContractWarrant Agreement • January 28th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, OR TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH.
NONEXCLUSIVE LICENSE AGREEMENT AND COVENANT NOT TO SUENonexclusive License Agreement • January 28th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus • California
This Nonexclusive License Agreement and Covenant Not to Sue (the Agreement) is made as of March 28, 2008 (the Effective Date) by and between (i) Boston Scientific Scimed, Inc. a Minnesota corporation, and Endovascular Technologies, Inc. and Delaware corporation (collectively, Licensor), and (ii) a California corporation that will be known as Trivascular 2, Inc. (after a name change to occur shortly after the Effective Date), is currently known as Boston Scientific Santa Rosa Corp. and was previously known as TriVascular, Inc. (Licensee).
KNOW-HOW ASSIGNMENT AGREEMENTKnow-How Assignment Agreement • January 28th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus
THIS KNOW-HOW ASSIGNMENT AGREEMENT (“Agreement”) is made and entered into as of March 28, 2008 (the “Effective Date”), by and between (i) a California corporation that will be known as Trivascular 2, Inc. (after a name change to occur shortly after the Effective Date), is currently known as Boston Scientific Santa Rosa Corp. and was previously known as TriVascular, Inc. (“TV2”), and (ii) Boston Scientific Scimed, Inc., a Minnesota corporation (“Boston”). TV2 and Boston are each referred to herein individually as a “Party,” and collectively as the “Parties.”
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • January 28th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus • California
This Exclusive License Agreement (the Agreement) is made as of March 28, 2008 (the Effective Date) by and between (i) a California corporation that will be known as Trivascular 2, Inc. (after a name change to occur shortly after the Effective Date), is currently known as Boston Scientific Santa Rosa Corp. and was previously known as TriVascular, Inc. (Licensor), and (ii) Boston Scientific Scimed, Inc., a Minnesota corporation (together with its Affiliates, Licensee).
