INDEMNIFICATION AGREEMENTIndemnification Agreement • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Indemnification Agreement (“Agreement”) is made as of [·], 2015 by and between ConforMIS, Inc., a Delaware corporation (the “Company”), and [·] (the “Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
CONFORMIS, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of May 21, 2015 (the “Effective Date”) by and between ConforMIS, Inc., a Delaware corporation (the “Company”), and Robert Law III, an individual (the “Executive”). As of the Effective Date, this Agreement amends, restates and supersedes all prior agreements, written and oral, with Executive related to Executive’s employment with the Company, including the original written employment agreement dated January 3, 2013 and the original Employee Confidentiality, Inventions Assignment and Non-Competition Agreement, and any written or oral amendments to those agreements.
NORTHWEST PARK LEASE BY AND BETWEEN N.W. MIDDLESEX 36 TRUST (LANDLORD) AND CONFORMIS, INC. (TENANT) FOR PREMISES AT 11 NORTH AVENUE BURLINGTON, MASSACHUSETTSLease Agreement • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
ConforMIS, Inc. STOCK OPTION PLAN STOCK PURCHASE AGREEMENT (FOR INCENTIVE STOCK OPTION AGREEMENT)Stock Purchase Agreement • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the date set forth in Item F above (the “Effective Date”) between ConforMIS, Inc., a Delaware corporation (the “Company”) and the person named in Item A above (the “Purchaser”).
CONFORMIS, INC. STOCK OPTION PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS NONQUALIFIED STOCK OPTION AGREEMENT (the “Agreement”), is made and entered into as of the date set forth in Item F above (the “Effective Date”) between ConforMIS, Inc., a Delaware corporation (the “Company”), and the person named in Item A above (“Optionee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of November 7, 2014 (the “Effective Date”) among SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”), 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 SVB in its capacity as a Lender and OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”) (each a “Lender” and collectively, the “Lenders”), CONFORMIS, INC., a Delaware corporation (“ConforMIS”) and IMATX, INC., a Delaware corporation (“ImaTx” and individually, collectively, jointly and severally with ConforMIS, “Borrower”), each, with offices located at 28 Crosby Drive, Bedford, MA 01730, provides the terms on which the
CONFORMIS, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
The mailing, delivery or negotiation of this Lease shall not be deemed an offer to enter into any transaction or to enter into any relationship, whether on the terms contained herein or on any other terms. This Lease shall not be binding upon...Lease • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
LOAN AGREEMENTLoan Agreement • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
THIS LOAN AGREEMENT dated as of June 29, 2011 is between CONFORMIS, INC., a Delaware corporation having its principal place of business at 11 North Avenue, Burlington, Massachusetts 01803 (the “Borrower”) and MASSACHUSETTS DEVELOPMENT FINANCE AGENCY, a body corporate and politic created under and acting pursuant to authority derived from Chapter 23G of the Massachusetts General Laws, as amended, and having a principal place of business at 160 Federal Street, Boston, Massachusetts 02110 (the “Lender”).
SUBLEASESublease • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
By this Lease, subject to the terms and conditions herein contained, Landlord leases to Tenant and Tenant leases from Landlord the Premises in the Building as set forth and described on the Reference Pages. The Premises are depicted on the floor plan attached hereto as Exhibit A, the Building is depicted on the site plan attached hereto as Exhibit A-l, and the parking area serving the Building is depicted on the plan attached hereto as Exhibit A-2. During the Term, Tenant will be entitled to the exclusive use of that portion of the common area of the lobby of the Building labeled “Reveal Reception Desk” on the floor plan attached hereto as Exhibit A-3 (the “Reveal Reception Desk”). Tenant shall have the right to install such security components as it deems reasonably necessary and appropriate to secure the Reveal Reception Desk, during non-Building Business Hours, including without limitation, a security grille or gate, subject to the terms and provisions of Article 6 of this Lease and
CONFORMIS, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
CONFORMIS, INC. STOCK OPTION PLAN INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”), is made and entered into as of the date set forth in Item F above (the “Effective Date”) between ConforMIS, Inc., a Delaware corporation (the “Company”), and the person named in Item A above (“Optionee”).
SPONSOR DESIGNEE RECOMMENDATION AGREEMENTSponsor Designee Recommendation Agreement • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This SPONSOR DESIGNEE RECOMMENDATION AGREEMENT (this “Agreement”), dated as of May 21, is entered into by and between ConforMIS, Inc. (the “Company”) and Procific (the “Sponsor”).
ConforMIS, Inc. AMENDED AND RESTATED EMPLOYEE CONFIDENTIAL INFORMATION, INVENTIONS AND NON-COMPETITION AGREEMENTEmployee Confidential Information, Inventions and Non-Competition Agreement • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies
THIS EMPLOYEE CONFIDENTIAL INFORMATION, INVENTIONS AND NON-COMPETITION AGREEMENT (this “Agreement”) confirms the agreement between Philipp Lang (for purposes of this Agreement, the “Employee”) and ConforMIS, Inc., a Delaware corporation (“ConforMIS”). This Agreement is effective as of January 14, 2015 (the “Effective Date”).
CONFORMIS, INC. NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
CONFIDENTIALRight to Invest in Initial Public Offering • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies
Reference is made to the letter agreement (the “First Letter Agreement”) dated as of January 11, 2012 (the “Effective Date”) by and among ConforMIS, Inc., a Delaware corporation (the “Company”), and Stanhope Investments, a Cayman Islands exempt company (“Stanhope”). The First Letter Agreement may be amended by agreement of the Company and Stanhope. The Company and Stanhope have agreed to clarify the rights of Stanhope set forth in Section 12 of the First Letter Agreement by superseding and replacing Section 12 of the First Letter Agreement in its entirety with this letter agreement (this “Second Letter Agreement”). Further, the Company and Stanhope have agreed to supersede and terminate the First Letter Agreement as set forth in the Financing Documents (as such term is defined in the Amended and Restated Information and Registration Rights Agreement dated as of July 16, 2013, by and among the Company and the Investors named therein). Both parties agree that this Second Letter Agreement
CONFORMIS, INC. AMENDED AND RESTATED REVENUE SHARING AGREEMENTRevenue Sharing Agreement • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
THIS AMENDED AND RESTATED REVENUE SHARING AGREEMENT (this “Agreement”) is made and entered into as of September 2, 2011 by and between ConforMIS, Inc., a Delaware corporation (the “Company”), and Philipp Lang, M.D., MBA (the “Executive”) and amends and restates that certain Revenue Sharing Agreement (the “Prior Agreement”) entered into as of January 15, 2008 which was an addendum to the Executive’s Employment Agreement with the Company of even date therewith (“Employment Agreement”).
