OUTSET MEDICAL, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • August 10th, 2020 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus • California
This Change in Control and Severance Agreement (the “Agreement”) is made between Outset Medical, Inc. (the “Company”) and (the “Executive”), effective as of , 2020 (the “Effective Date”).
WARRANT TO PURCHASE SHARES OF SERIES B PREFERRED STOCK of OUTSET MEDICAL, INC. Dated as of June 5, 2015 Void after the date specified in Section 8Outset Medical, Inc. • August 10th, 2020 • Electromedical & electrotherapeutic apparatus • Delaware
THIS CERTIFIES THAT, for value received, , or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Outset Medical, Inc., a Delaware corporation (the “Company”), shares of the Company’s Series B Preferred Stock, $0.001 par value per share (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Term Loan Agreement, dated as of June 5, 2015, by and among the Company, CRG Partners III L.P., CRG Partners III - Parallel Fund “B” (Cayman) L.P. and CRG Partners III (Cayman) L.P.
ContractWarrant Agreement • August 10th, 2020 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus • California
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
AUTHORIZED RESELLER AGREEMENTAuthorized Reseller Agreement • August 10th, 2020 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus • California
THIS AUTHORIZED RESELLER AGREEMENT (“Agreement”) is made this 14th day of October, 2019 (the “Effective Date”) by and between Outset Medical (“Outset”), and SDV Office Systems, LLC dba SDV Medical (“Reseller”). Outset and Reseller are referred to herein individually as a “Party” or collectively as the “Parties.”
AMENDMENT TO CONTRACT MANUFACTURER AGREEMENTServices Agreement • August 10th, 2020 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus
This Amendment to Manufacturing Services Agreement (this “Amendment”) is effective as of January 26, 2018 by and between Paramit Corporation. (“Paramit”), and Outset Medical, Inc. (referred to in this agreement as “Customer”). All capitalized terms not specifically defined in this Amendment shall have the same meanings ascribed to such terms in the Manufacturing Services Agreement (as defined below).
ContractOutset Medical, Inc. • August 10th, 2020 • Electromedical & electrotherapeutic apparatus
*Portions of this exhibit have been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.
MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • August 10th, 2020 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus • California
This AGREEMENT is entered into by Paramit Corporation, a California corporation (referred to in this agreement as “Paramit”), and the following party: Outset Medical, Inc. (referred to in this agreement as “Customer”).
WARRANT TO PURCHASE SHARES OF SERIES C PREFERRED STOCK of OUTSET MEDICAL, INC. Dated as of Void afterCredit Agreement • August 10th, 2020 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
THIS CERTIFIES THAT, for value received, Perceptive Credit Holdings, LP, or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Outset Medical, Inc., a Delaware corporation (the “Company”), shares of the Company’s Series C Preferred Stock, $0.001 par value per share (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with that certain Credit Agreement and Guaranty, dated as of June 30, 2017 (the “Credit Agreement”), among the Company, certain subsidiaries of the Company, certain parties acting as lenders thereunder and Perceptive Credit Holdings, LP, as the Administrative Agent and the Collateral Agent for such lenders thereunder.
GUARANTYOutset Medical, Inc. • August 10th, 2020 • Electromedical & electrotherapeutic apparatus • California
This Guaranty is entered into between INMOBILIARIA IAMSA, S.A., de C.V. (hereinafter “IAMSA” or “Landlord”) and Outset Medical Inc. (hereinafter “Guarantor”) regarding the following:
