CAS MEDICAL SYSTEMS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 13th, 2011 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus • New York
This Registration Rights Agreement (this “Agreement”), dated June 9, 2011, among CAS Medical Systems, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each, a “Purchaser”, and collectively, the “Purchasers”), is entered into pursuant to that certain Investment Agreement, dated June 8, 2011, by and between the Company and the Purchasers (the “Investment Agreement”), providing for the Company’s issuance and sale of (a) Series A Convertible Preferred Stock (the “Series A Preferred Stock”), which will be, upon issuance, convertible into authorized but unissued shares (“Series A Preferred Conversion Shares”) of common stock, par value $0.004 per share, of the Company (the “Common Stock”), and will have the terms set forth in the Certificate of Designation for such Series A Preferred Stock (the “Series A Preferred Certificate of Designation”) and (b) Series A Exchangeable Preferred Stock (the “Series A Exchangeable Preferred Stock”), which Series A Exchangea
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 13th, 2011 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of the 9th day of June 2011 by and between CAS Medical Systems, Inc., a Delaware corporation (the “Company”), and ______________ (the “Indemnitee”).
INVESTMENT AGREEMENT by and among THE PURCHASERS NAMED HEREIN and CAS MEDICAL SYSTEMS, INC. JUNE 8, 2011Investment Agreement • June 13th, 2011 • Cas Medical Systems Inc • Surgical & medical instruments & apparatus • New York
CAS Medical Systems, Inc., a Delaware corporation (the “Company”), hereby agrees with Thomas, McNerney & Partners II, L.P., a Delaware limited partnership (together with any successor, assign or transferee, including any transferee of the Securities (as defined herein), “Thomas, McNerney LP”), TMP Nominee II LLC, a Delaware limited liability company (together with any successor, assign or transferee, including any transferee of the Securities, “TMP Nominee”) and TMP Associates II, L.P., a Delaware limited partnership (together with any successor, assign or transferee, including any transferee of the Securities, “TMP Associates”, and together with Thomas, McNerney LP and TMP Nominee, each a “Purchaser” and collectively the “Purchasers”), as follows:
