ENDOSTIM, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT June 25, 2014Investors’ Rights Agreement • July 21st, 2014 • Endostim, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Third Amended and Restated Investors’ Rights Agreement (this “Agreement”) is dated as of June 25, 2014, and is between EndoStim, Inc., a Delaware corporation (the “Company”), the individuals and entities listed on Exhibit A (each, a Series C Investor,” and collectively, the “Series C Investors”), the individuals and entities listed on Exhibit B (each, a Series B-1 Investor,” and collectively, the “Series B-1 Investors”), the individuals and entities listed on Exhibit C (each, a Series B Investor,” and collectively, the “Series B Investors”), and the individuals and entities listed on Exhibit D (each, a “2014 Bridge Investor,” and collectively, the “2014 Bridge Investors”) (the Series C Investors, Series B-1 Investors, Series B Investors and 2014 Bridge Investors each, an “Investor,” and collectively, the “Investors”). This Agreement, upon receiving the approval of the Requisite Holders (as defined below), amends and restates in its entirety that certain Second Amended and Restated
PATENT ASSIGNMENT AGREEMENTPatent Assignment Agreement • July 21st, 2014 • Endostim, Inc. • Electromedical & electrotherapeutic apparatus • Missouri
This Patent Assignment Agreement (“Agreement”) is entered into as of September 2, 2009 (“Effective Date”) by and among VIRENDER SHARMA, M.D. (“Dr. Sharma”) and SARAH M. SHARMA (“Sarah Sharma”), husband and wife and both of whom being Arizona residents (together “Assignor”), ENDOSTIM, INC., a Delaware corporation (“Assignee”), and ENDOSTIM, INC., an Arizona corporation (“EndoStim Arizona”). EndoStim Arizona is a party to this Agreement only for the purpose set forth in Section 3.3 of this Agreement.
AMENDMENT NO. 1 TO PATENT ASSIGNMENT AGREEMENTPatent Assignment Agreement • July 21st, 2014 • Endostim, Inc. • Electromedical & electrotherapeutic apparatus • Missouri
THIS AMENDMENT NO. 1 TO PATENT ASSIGNMENT AGREEMENT (this “Amendment”) is made and entered into this 11th day of January, 2010 (the “Effective Date”), by and among VIRENDER SHARMA, M.D. (“Dr. Sharma”) and SARAH M. SHARMA (“Sarah Sharma”), husband and wife and both of whom being Arizona residents (together “Assignor”), ENDOSTIM, INC., a Delaware corporation (“Assignee”) and ENDOSTIM, INC., an Arizona corporation (“EndoStim Arizona”). EndoStim Arizona is only a party to this Amendment to confirm that it has no ownership or other interest, however defined or classified, in any Intellectual Property or Patent Assets.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • July 21st, 2014 • Endostim, Inc. • Electromedical & electrotherapeutic apparatus • Missouri
This Exclusive License Agreement (“Agreement”) is entered into as of January 11, 2010 (“Effective Date”) by and among VIRENDER SHARMA, M.D. (“Dr. Sharma” or “Licensee”), who is an Arizona resident and ENDOSTIM, INC., a Delaware corporation (“Endostim” or “Licensor”) (individually, a “Party” and collectively, the “Parties”).
ContractSecured Convertible Promissory Note • July 21st, 2014 • Endostim, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
PATENT ASSIGNMENT AGREEMENTPatent Assignment Agreement • July 21st, 2014 • Endostim, Inc. • Electromedical & electrotherapeutic apparatus • Missouri
This PATENT ASSIGNMENT AGREEMENT (this “Agreement”), is made and entered into as of the 15th day of December, 2009 (the “Effective Date”), by and between Edy E. Soffer, an individual residing at #### ###### ######, ###########, ########## ##### (“Dr. Soffer”) and Jeffrey Conklin, an individual residing at ### ############## ###########, ## ##### (“Dr. Conklin”) and EndoStim, Inc., a Delaware corporation (“EndoStim”).
