INDEMNIFICATION AGREEMENTIndemnification Agreement • December 10th, 2015 • Senseonics Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [DATE] between Senseonics Holdings, Inc., a Delaware corporation (the “Company”), and [NAME OF DIRECTOR/OFFICER] (“Indemnitee”).
ContractSenseonics Holdings, Inc. • December 10th, 2015 • Services-computer programming, data processing, etc. • 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 SAID ACT AND 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 AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 10th, 2015 • Senseonics Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 27th day of July, 2015 (“Effective Date”), by and between R. DON ELSEY (“Executive”) and SENSEONICS, INCORPORATED (“Company”).
COMMON STOCK REPURCHASE AGREEMENTCommon Stock Repurchase Agreement • December 10th, 2015 • Senseonics Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
This COMMON STOCK REPURCHASE AGREEMENT (this “Agreement”) is made as of December 4, 2015, by and between ASN Technologies, Inc., a Nevada corporation (“Parent”), and the undersigned shareholder, Laura Magrone, a Florida resident (the “Shareholder”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG ASN TECHNOLOGIES, INC., SMSI MERGER SUB, INC. AND SENSEONICS, INCORPORATED Dated as of December 4, 2015Agreement and Plan of Merger and Reorganization • December 10th, 2015 • Senseonics Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, is made and entered into as of December 3, 2015 (this “Agreement”), by and among ASN TECHNOLOGIES, INC. a Nevada corporation (“Parent”), SMSI MERGER SUB, INC., a Delaware corporation (“Merger Sub”) and wholly owned subsidiary of Parent, and SENSEONICS, INCORPORATED, a Delaware corporation (“Company”). Parent, Merger Sub and Company are each a “Party” and referred to collectively herein as the “Parties.” Certain capitalized terms used in this Agreement are defined in Exhibit A.
SENSEONICS, INCORPORATED 1997 STOCK OPTION PLAN INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • December 10th, 2015 • Senseonics Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
This Stock Option Agreement (the “Option Agreement”) is made as of , by and between Senseonics, Incorporated, a Delaware corporation (the “Corporation”), and an individual who is employed by the Corporation or its subsidiaries (the “Optionee”).
SECURED PROMISSORY NOTE (Term [A][B][C] Loan)Senseonics Holdings, Inc. • December 10th, 2015 • Services-computer programming, data processing, etc.
FOR VALUE RECEIVED, the undersigned, SENSEONICS, INCORPORATED, a Delaware corporation with offices located at 20451 Seneca Meadows Parkway, Germantown, Maryland 20876 and SENSEONICS HOLDINGS, INC. a Delaware corporation (formerly ASN TECHNOLOGIES, INC. a Nevada corporation), with offices located at [ ] (individually, collectively, jointly and severally “Borrower”) (“Borrower”) HEREBY PROMISES TO PAY to the order of OXFORD FINANCE LLC (“Lender”) the principal amount of [ ] MILLION DOLLARS ($ ) or such lesser amount as shall equal the outstanding principal balance of the Term [A][B][C] Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of such Term [A][B][C] Loan, at the rates and in accordance with the terms of the Loan and Security Agreement dated July 31, 2014 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 ti
SENSEONICS, INCORPORATED TRANSACTION BONUS AGREEMENT APPROVED BY THE BOARD OF DIRECTORS ON DECEMBER 4, 2015Senseonics, Incorporated Transaction Bonus Agreement • December 10th, 2015 • Senseonics Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
This Transaction Bonus Agreement (the “Agreement”) is established by Senseonics, Incorporated, a Delaware corporation (the “Company”), effective as of the date set forth above.
EXCLUSIVE DISTRIBUTION AGREEMENTConfidential Treatment • December 10th, 2015 • Senseonics Holdings, Inc. • Services-computer programming, data processing, etc.
This EXCLUSIVE DISTRIBUTION AGREEMENT (“Agreement”) is entered into and effective as of September 14, 2015 (“Effective Date”), by and between Senseonics, Inc., a company organized and existing under the laws of Delaware, with its principal place of business located at 20451 Seneca Meadows Parkway, Germantown, MD 20876-7005, (“Company”) and Rubin Medical, a company organized and existing under the laws of Sweden, with its principal place of business located at Krossverksgatan 5, 216 16 Limhamn, Sweden (“Distributor”). Company and Distributor are each referred to herein by name or as a “Party” or, collectively, as the “Parties”.
LEASE FOR SENSORS FOR MEDICINE AND SCIENCE, INC. 20447, 20449 and 20451 Seneca Meadows Parkway Germantown, Maryland 20876Lease • December 10th, 2015 • Senseonics Holdings, Inc. • Services-computer programming, data processing, etc. • Maryland
THIS LEASE AGREEMENT (this “Lease”), made on this 4TH day of FEBRUARY, 2008, by and between SENECA MEADOWS CORPORATE CENTER III LIMITED PARTNERSHIP, a Maryland limited partnership (hereinafter referred to as “Landlord”); and SENSORS FOR MEDICINE AND SCIENCE, INC., a Delaware corporation, qualified to transact business and in good standing under the laws of the State of Maryland (hereinafter referred to as “Tenant”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 10th, 2015 • Senseonics Holdings, Inc. • Services-computer programming, data processing, etc.
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of July 31, 2014 (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 SENSEONICS, INCORPORATED with an office located at 20451 Seneca Meadows Parkway, Germantown, Maryland 20876 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
SPIN-OUT AGREEMENTAssignment and Assumption Agreement • December 10th, 2015 • Senseonics Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS SPIN-OUT AGREEMENT (this “Agreement”) is entered into as of December 4, 2015 by and between Daniel Davis, an individual (the “Buyer”), and ASN Technologies, Inc., a Nevada corporation (the “Seller”).
REGISTRATION RIGHTS AGREEMENT between SENSEONICS HOLDINGS, INC. and THE INVESTORS IDENTIFIED IN SCHEDULE I Dated as of December 7, 2015Registration Rights Agreement • December 10th, 2015 • Senseonics Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of December 7, 2015 by and among Senseonics Holdings, Inc., a Delaware corporation (formerly known as ASN Technologies, Inc.) (the “Company”) and each of the persons named in the attached Schedule I (individually, an “Investor” and collectively, the “Investors”).
SENSEONICS HOLDINGS, INC. NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 10th, 2015 • Senseonics Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of the 7th day of December, 2015 (the “Effective Date”) by and among Senseonics Holdings, Inc., a Delaware corporation (the “Company”), and Energy Capital, LLC, a Florida limited liability company (“Lender”).
ContractNote and Warrant Purchase Agreement • December 10th, 2015 • Senseonics Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES AND MAY NOT BE OFFERED, SOLD, MORTGAGED OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE IRA (AS DEFINED BELOW), THE 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 OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT BY THE HOLDER AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE.
SENSEONICS, INCORPORATED 1997 STOCK OPTION PLAN, AS AMENDED AND RESTATED NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • December 10th, 2015 • Senseonics Holdings, Inc. • Services-computer programming, data processing, etc. • Delaware
This Stock Option Agreement (the “Option Agreement”) is made as of , by and between Senseonics, Incorporated, a Delaware corporation (the “Corporation”), and , an individual who is employed by the Corporation or its subsidiaries (the “Optionee”).
