NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 25th, 2006 • Senorx Inc • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED
LOAN AND SECURITY AGREEMENT Dated as of December 27, 2004 between SENORX, INC. a Delaware corporation as “Borrower”, and VENTURE LENDING & LEASING IV, INC. a Maryland corporation as “Lender”Loan and Security Agreement • May 25th, 2006 • Senorx Inc • California
The Borrower and Lender identified on the cover page of this document have entered or anticipate entering into one or more transactions pursuant to which Lender agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrower and Lender which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties (collectively referred to as this “Agreement”).
CONVERTIBLE SUBORDINATED NOTE AGREEMENTConvertible Subordinated Note Agreement • May 25th, 2006 • Senorx Inc • California
The parties recognize that a bona fide dispute as to certain matters may arise from time to time during the term of this Agreement that relates to either party’s rights and/or obligations under this Agreement and/or the Note. To have such a dispute resolved by this Alternative Dispute Resolution (“ADR”) provision, a party first must send written notice of the dispute to the other party for attempted resolution by good faith negotiations between their respective presidents (or their equivalents) of the affected Subsidiaries, divisions, or business units within twenty-eight (28) days after such notice is received (all references to “days” in this ADR provision are to calendar days).
Distribution AgreementDistribution Agreement • May 25th, 2006 • Senorx Inc • Florida
This Agreement is made and entered into this 11th day of June 2003 (the “Effective Date”), by and between SenoRx, Inc, a Delaware Corporation, with a facility at 11 Columbia, Aliso Viejo, CA 92656, USA (hereinafter “SENORX”) and W.O.M. WORLD OF MEDICINE USA, Inc, 4531 36th street, Orlando, FL 32811, U.S.A. and W.O.M. WORLD OF MEDICINE AG, Kaiserin-Augusta-Allee 113, 10553 Berlin, Germany (hereinafter collectively referred to as “W.O.M.”).
SETTLEMENT AGREEMENTSettlement Agreement • May 25th, 2006 • Senorx Inc
This Settlement Agreement is made and is effective as of this 22 day of May, 2006 (the “Effective Date”), by and between Suros Surgical Systems, Inc., having a place of business at 6100 Technology Center Drive, Indianapolis, Indiana, 46278 (“Suros”) and SenoRx, Inc., having a place of business at 11 Columbia, Suite A, Aliso Viejo, California, 92656 (“SenoRx”). Suros and SenoRx are referred to collectively as the “Parties” and individually as a “Party.”
FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 25th, 2006 • Senorx Inc • Delaware
This Fourth Amended and Restated Investors’ Rights Agreement (“Rights Agreement”) is entered into as of May 3, 2006 by and among SenoRx, Inc., a Delaware corporation (the “Company”), and certain holders of the Company’s capital stock (collectively, the “Investors”).
ContractLoan and Security Agreement • May 25th, 2006 • Senorx Inc • California
This LOAN AND SECURITY AGREEMENT dated March 15, 2002, between SILICON VALLEY BANK (“Bank”), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and SENORX, INC. (“Borrower”), whose address is 11 Columbia, Suite A, Aliso Viejo, California 92656, provides the terms on which Bank will lend to Borrower and Borrower will repay Bank. The parties agree as follows:
AGREEMENT FOR VACUUM ASSISTED BREAST BIOPSY NEEDLE, SYSTEM, AND ACCESSORY PRODUCTS between KP SELECT, INC. and SENORX, INC. DATED: April 1, 2005Senorx Inc • May 25th, 2006 • California
This Agreement for Vacuum Assisted Breast Biopsy Needle, System, and Accessory Products (the “Agreement”), effective as of April 1, 2005 (the “Effective Date”), is between KP Select, Inc., a Delaware corporation with offices at 13727 Noel Road, Suite 1400, Dallas, Texas 75240 (“KPS”), and SenoRx, Inc., a Delaware corporation with offices at 11 Columbia, Aliso Viejo, California 92656 (“Supplier”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 25th, 2006 • Senorx Inc • California
This Agreement is executed effective as of the 1st day of May, 1999 (the “Effective Date”) by and between SenoRx, Inc., a Delaware corporation (the “Company”) and Lloyd Malchow (the “Executive”).
