RESALE REGISTRATION RIGHTS AGREEMENTResale Registration Rights Agreement • April 28th, 2020 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • New York
This Resale Registration Rights Agreement, dated as of April 21, 2020 (this “Agreement”), has been entered into by and among Senseonics Holdings, Inc., a Delaware corporation (the “Company” or “Senseonics”) and the Purchasers (as defined below).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 28th, 2020 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • New York
THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of April 21, 2020 (the “Effective Date”) among Wilmington Savings Fund Society, FSB (“WSFS”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), Highbridge Tactical Credit Master Fund, L.P. (“Highbridge”) and the other lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time (each a “Lender” and collectively, the “Lenders”), and Senseonics, Incorporated, a Delaware corporation, with offices located at 20451 Seneca Meadows Parkway, Germantown, MD 20876 and Senseonics Holdings, Inc., a Delaware corporation with offices located at 20451 Seneca Meadows Parkway, Germantown, MD 20876 (individually and collectively, jointly and severally, “Borrowers”), provides the terms on which the Lenders shall lend to Borrowers and Borrowers shall repay the Lenders. The
SEVERANCE AGREEMENT AND RELEASESeverance Agreement • April 28th, 2020 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • Maryland
THIS SEVERANCE AGREEMENT AND RELEASE (“Agreement”) is made and entered into between Jon D. Isaacson “Employee”) and Senseonics, Incorporated (“Senseonics”). The terms of this Agreement are set forth below:
NOTE PURCHASE AND EXCHANGE AGREEMENTNote Purchase and Exchange Agreement • April 28th, 2020 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • New York
THIS NOTE PURCHASE AND EXCHANGE AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of April 21, 2020 (the “Effective Date”) among Wilmington Savings Fund Society, FSB (“WSFS”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), Highbridge Tactical Credit Master Fund, L.P. (“Highbridge”) and any other persons otherwise a party hereto from time to time (each a “Purchaser” and collectively, together with their permitted successors and assigns, the “Purchasers”), Senseonics Holdings, Inc., a Delaware corporation with offices located at 20451 Seneca Meadows Parkway, Germantown, MD 20876 (“Issuer”), and the Guarantors from time to time party hereto, provides the terms on which the Purchasers on the date hereof shall exchange $24,000,000 principal amount of 2019 Notes in exchange for Notes, Warrants and Shares (each as defined below). The parties agree as f
ContractWarrant Agreement • April 28th, 2020 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • 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 SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
