LOAN AND SECURITY AGREEMENT Dated as of December 1, 2004 between ENTEROMEDICS INC., a Delaware corporation, as “Borrower”, and VENTURE LENDING & LEASING IV, INC., a Maryland corporation, as “Lender”Loan and Security Agreement • May 25th, 2007 • EnteroMedics 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”).
ENTEROMEDICS INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 25th, 2007 • EnteroMedics Inc • Minnesota
This Employment Agreement (“Agreement”) is made and entered on February 9, 2007 (“Agreement Date”) between EnteroMedics Inc. (“Company”), a Delaware corporation with its principal place of business at 2800 Patton Road, St. Paul, Minnesota 55113, and Adrianus Donders (“Employee”), a Minnesota resident, whose address is 15089 Crane Street NW, Andover, Minnesota 55304, for the purpose of setting forth the terms and conditions of Employee’s employment by the Company.
MAYO FOUNDATION FOR MEDICAL EDUCATION AND RESEARCH LICENSE AGREEMENTLicense Agreement • May 25th, 2007 • EnteroMedics Inc • Mayo
This license agreement (“Agreement”) is by and between Mayo Foundation for Medical Education and Research, a Minnesota charitable corporation, located at 200 First Street SW, Rochester, Minnesota 55905-0001 (“MAYO”), and EnteroMedics Inc., a private for-profit COMPANY located at 2800 Patton Road, Roseville, MN 55113 (“COMPANY”).
Grant ID XXXXX ENTEROMEDICS INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • May 25th, 2007 • EnteroMedics Inc
During the lifetime of Optionee, the Option shall be exercisable only by Optionee. The Option shall not be assignable or transferable by Optionee, other than by will or the laws of descent and distribution. The vesting of the Option is subject to acceleration under the circumstances described in Section 4.
SUPPLEMENT to the Loan and Security Agreement Dated as of May 17, 2007 between EnteroMedics Inc. (“Borrower”) and Venture Lending & Leasing IV, Inc. (“VLL4”) and Venture Lending & Leasing V, Inc. (“VLL5”) (each of VLL4 and VLL5, as “Lender”)Security Agreement • May 25th, 2007 • EnteroMedics Inc • California
This is a Supplement identified in the document entitled Loan and Security Agreement dated as of May 17, 2007, between Borrower and Lender (the “Loan and Security Agreement”). All capitalized terms used in this Supplement and not otherwise defined in this Supplement have the meanings ascribed to them in Section 10 of the Loan and Security Agreement, which is incorporated in its entirety into this Supplement. In the event of any inconsistency between the provisions of that document and this Supplement, this Supplement is controlling.
AMENDMENT NO. 1 TO SUPPLEMENTSupplement • May 25th, 2007 • EnteroMedics Inc • California
This AMENDMENT NO. 1 TO SUPPLEMENT (this “Amendment”) is made as of September 29, 2005, by and between ENTEROMEDICS INC., a Delaware corporation (“Borrower”), and VENTURE LENDING & LEASING IV, INC., a Maryland corporation (“Lender”).
SUPPLEMENT to the Loan and Security Agreement Dated as of December 1, 2004 between EnteroMedics Inc. (“Borrower”) and Venture Lending & Leasing IV, Inc. (“Lender”)Loan and Security Agreement • May 25th, 2007 • EnteroMedics Inc • California
This is a Supplement identified in the document entitled Loan and Security Agreement dated as of December 1, 2004, between Borrower and Lender (the “Loan and Security Agreement”). All capitalized terms used in this Supplement and not otherwise defined in this Supplement have the meanings ascribed to them in Section 10 of the Loan and Security Agreement, which is incorporated in its entirety into this Supplement. In the event of any inconsistency between the provisions of that document and this Supplement, this Supplement is controlling.
Grant ID XXXXX ENTEROMEDICS INC. NON-INCENTIVE STOCK OPTION AGREEMENTNon-Incentive Stock Option Agreement • May 25th, 2007 • EnteroMedics Inc
During the lifetime of Optionee, the Option shall be exercisable only by Optionee. The Option shall not be assignable or transferable by Optionee, other than by will or the laws of descent and distribution. The vesting of the Option is subject to acceleration under the circumstances described in Section 4.
SUPPLY AGREEMENTSupply Agreement • May 25th, 2007 • EnteroMedics Inc
THIS SUPPLY AGREEMENT (this “Agreement”) is made and entered into the 11th day of September, 2006 by and between EnteroMedics, Inc., a Minnesota, USA corporation, 2800 Patton Road, St. Paul, MN 55113 (“EnteroMedics”) and Atrotech OY, a limited liability company of Finland, having its corporate offices in, Tampere, Finland and with a mailing address at P.O. Box 28, FIN-33721, Tampere, Finland (“Atrotech”).
ENTEROMEDICS INC. STOCK RESTRICTION AGREEMENTStock Restriction Agreement • May 25th, 2007 • EnteroMedics Inc • Minnesota
This Stock Restriction Agreement (the “Agreement”) is dated as of [Date], by and between EnteroMedics Inc., a Delaware corporation (the “Company”), and [Name] (the “Holder”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 25th, 2007 • EnteroMedics Inc • Minnesota
This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 6th day of July, 2006, by and among EnteroMedics Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor.”
