LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 17th, 2010 • Luna Innovations Inc • Services-commercial physical & biological research • Virginia
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between (i) SILICON VALLEY BANK, a California corporation with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462 (“Bank”), and (ii) LUNA INNOVATIONS INCORPORATED, a Delaware corporation and LUNA TECHNOLOGIES, INC., a Delaware corporation, each with offices located at 1 Riverside Circle, Suite 400, Roanoke, Virginia 24016 (individually and collectively, jointly and severally, the “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
WARRANT TO PURCHASE COMMON STOCK OF LUNA INNOVATIONS INCORPORATEDLuna Innovations Incorporated • May 17th, 2010 • Luna Innovations Inc • Services-commercial physical & biological research • Delaware
This certifies that Hansen Medical, Inc. (the “Holder”), for value received, and contingent upon the satisfaction of the conditions set forth in Section 1 below, is entitled to purchase, at a purchase price of $0.01 per share (the “Stock Purchase Price”), from Luna Innovations Incorporated, a Delaware corporation (the “Company”), up to that number, if any, of fully paid and nonassessable shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), equal to the Warrant Shares, as determined in accordance with the following calculation:
INDUSTRIAL LEASE AGREEMENT BETWEEN LUNA INNOVATIONS INCORPORATED AS TENANT AND THE INDUSTRIAL DEVELOPMENT AUTHORITY OF MONTGOMERY COUNTY, VIRGINIA AS LANDLORDIndustrial Lease Agreement • May 17th, 2010 • Luna Innovations Inc • Services-commercial physical & biological research
THIS LEASE (the “Lease” or “Agreement”) is made and effective as of this 21st day of March, 2006, by and between The Industrial Development Authority of Montgomery County, Virginia (“Landlord”), a public body corporate, having a principal place of business at 755 Roanoke Street, Suite 2 H, Christiansburg, Virginia 24073, and Luna Innovations Incorporated, (“Tenant”), a Virginia Corporation having a principal place of business at 10 South Jefferson Street, Suite 130, Roanoke, Virginia 24011.
SECURITY AGREEMENTSecurity Agreement • May 17th, 2010 • Luna Innovations Inc • Services-commercial physical & biological research • Delaware
THIS SECURITY AGREEMENT (this “Agreement”), dated as of January 12, 2010, is made by and among Luna Innovations Incorporated, a Delaware corporation (“LII”), Luna Technologies, Inc., a Delaware corporation (“LTI”, and, together with LII, individually as a “Debtor” and collectively as “Debtors”) and Hansen Medical, Inc., a Delaware corporation (“Secured Party”).
SECURED PROMISSORY NOTESecurity Agreement • May 17th, 2010 • Luna Innovations Inc • Services-commercial physical & biological research
FOR VALUE RECEIVED, the undersigned, Luna Innovations Incorporated, a Delaware corporation, and Luna Technologies, Inc., a Delaware corporation (individually and collectively, called the “Borrower”), HEREBY UNCONDITIONALLY JOINTLY AND SEVERALLY PROMISE TO PAY to the order of Hansen Medical, Inc., a Delaware corporation (the “Lender”), the principal sum of FIVE MILLION UNITED STATES DOLLARS (U.S. $5,000,000.00), in sixteen (16) equal consecutive installments, commencing on April 12, 2010, with subsequent installments payable on the last Business Day of each July, October, January and April (each a “Payment Date”) of each calendar year thereafter in accordance with the amortization schedule set forth on Exhibit A attached hereto, and with the last such installment to be due and payable on January 31, 2014 (as the same may be accelerated as provided herein, the “Maturity Date”) and in the amount necessary to repay in full the unpaid principal balance hereof.
LEASE RIVERSIDE CENTER ROANOKE, VIRGINIALease • May 17th, 2010 • Luna Innovations Inc • Services-commercial physical & biological research • Virginia
THIS LEASE is made this 30th day of December 2005, by CARILION MEDICAL CENTER (hereinafter referred to as “Landlord”) and LUNA INNOVATIONS INCORPORATED (hereinafter referred to as “Tenant”).
LICENSE AGREEMENT BETWEEN INTUITIVE AND LUNALicense Agreement • May 17th, 2010 • Luna Innovations Inc • Services-commercial physical & biological research • Delaware
This License Agreement Between Intuitive and Luna (“Agreement”) is dated and made effective as of the Effective Date by and between Luna Innovations Incorporated, a Delaware corporation, together with Luna Technologies, Inc., a Delaware corporation (acting jointly and severally, individually and collectively, “Luna”) and Intuitive Surgical, Inc., a Delaware corporation (“Intuitive”). Individually, Luna and Intuitive are referred to individually as a “Party” and collectively as the “Parties.”
AMENDMENT TO DEVELOPMENT AND SUPPLY AGREEMENTDevelopment and Supply Agreement • May 17th, 2010 • Luna Innovations Inc • Services-commercial physical & biological research
This Amendment ( “Amendment”) to the Development and Supply Agreement by and between Intuitive Surgical, Inc. (“Intuitive”), and Luna Innovations Incorporated (“Luna”, and collectively with Intuitive, the “Parties”) dated June 11, 2007 (the “Original Agreement”), is made and entered into as of January 12, 2010.
LICENSE AGREEMENT BETWEEN HANSEN AND LUNALicense Agreement Between Hansen and Luna • May 17th, 2010 • Luna Innovations Inc • Services-commercial physical & biological research • Delaware
This License Agreement between Hansen and Luna (“Agreement”) is dated and made effective as of the Effective Date by and between Luna Innovations Incorporated, a Delaware corporation, together with Luna Technologies, Inc., a Delaware corporation (acting jointly and severally, individually and collectively, “Luna”) and Hansen Medical, Inc., a Delaware corporation (“Hansen”). Individually, Luna and Hansen are referred to individually as a “Party” and collectively as the “Parties.”
CONFIDENTIAL MUTUAL RELEASEConfidential Mutual Release • May 17th, 2010 • Luna Innovations Inc • Services-commercial physical & biological research
Whereas, Luna filed for bankruptcy under Chapter 11 of the United States on July 17, 2009, staying all proceedings in this court, including entry of judgment on the jury verdict and
DEVELOPMENT AND SUPPLY AGREEMENTDevelopment and Supply Agreement • May 17th, 2010 • Luna Innovations Inc • Services-commercial physical & biological research • Delaware
This Development and Supply Agreement (“Agreement”) is dated and made effective as of the Effective Date (as defined below) by and between Luna Innovations Incorporated, a Delaware corporation, together with Luna Technologies, Inc., a Delaware corporation (acting jointly and severally, individually and collectively, “Luna”), and Hansen Medical, Inc., a Delaware corporation (“Hansen”). Luna and Hansen are referred to herein each individually as a “Party” and collectively as the “Parties”.
