June 10, 2013Employment Agreement • August 26th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus • Texas
LDR Holding Corporation (the “Company”) is pleased to offer to continue your employment as Executive Vice President—Chief Financial Officer of the Company on the terms and conditions set forth in this letter, effective as of June 10, 2013 (the “Effective Date”). This letter amends and restates in its entirety any prior agreement you have with the Company with respect to your employment, including, but not limited to, that certain employment letter, dated as of April 2, 2012, between you and the Company (the “Original Employment Letter”).
LDR HOLDING CORPORATION [FORM OF] SUBORDINATED SECURED CONVERTIBLE PROMISSORY NOTESubordinated Secured Convertible Promissory Note • August 26th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus • New York
FOR VALUE RECEIVED, LDR Holding Corporation, a Delaware corporation (the “Company”), promises to pay to [SAMPLE] (the “Holder”), or its registered assigns, the principal amount of [ ] and [ ]/100ths dollars ($[ ]), or such lesser amount as shall equal the outstanding principal amount hereof, together with simple interest from the date of this Secured Convertible Promissory Note (this “Note”) on the unpaid principal balance at a rate equal to six percent (6.0%) per annum, computed on the basis of the actual number of days elapsed and a year of 360 days; provided that all past due principal and accrued interest on this Note shall bear interest from Maturity (as defined below) (whether at scheduled Maturity or upon acceleration of Maturity following an Event of Default (as defined below)) until paid at the lesser of (i) the rate of eleven percent (11%) per annum or (ii) the highest rate for which Company may legally contract under applicable law. An amount equal to one and one-half times
LDR Médical COMMERCIAL SUPPLIER AGREEMENT Document Ref.: CC FRN GB 01 Index: 10/15/2012 AM No.: Page 1 /12Commercial Supplier Agreement • August 26th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus
[***] Portions of this page have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • August 26th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus • Delaware
THIS AMENDED AND RESTATED VOTING AGREEMENT dated as of September 11, 2007 (this “Agreement”) is entered into by and among (i) LDR Holding Corporation, a Delaware corporation (the “Company”), (ii) the persons listed as Investors on Schedule A hereto (each, an “Investor” and collectively, the “Investors”), (iii) the persons listed on Schedule B hereto as Common Holders (collectively, the “Common Holders”), who hold shares of the Company’s Common Stock, par value $0.001 per share (collectively, the “Common Stock”), (iv) the persons listed on Schedule C hereto (each, a “Medical Shareholder,” and collectively, the “Medical Shareholders”) and (v) the persons listed on Schedule D hereto (each, a “Founder,” and collectively, the “Founders”).
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 26th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus
This Fifth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of April 25, 2012, by and between COMERICA BANK (“Bank”) and LDR HOLDING CORPORATION and LDR SPINE USA, INC. (each a “Borrower” and collectively, “Borrowers”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 26th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus • California
This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into effective as of the 25th day of April, 2012, by and among ESCALATE CAPITAL PARTNERS SBIC I, L.P.,, a Delaware limited partnership (“Lender”), LDR SPINE USA, INC., a Delaware corporation (“Opco”), and LDR HOLDING CORPORATION, a Delaware corporation (“Holdings” and together with Opco, each a “Borrower” and collectively, jointly and severally, the “Borrowers”).
AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENTFirst Refusal and Co-Sale Agreement • August 26th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus • Delaware
THIS AMENDED AND RESTATED FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of September 11, 2007, by and among LDR Holding Corporation, a Delaware corporation (the “Company”), each of the individuals and entities listed on Schedule A attached hereto (the “Investors”), and each of the individuals listed on Schedule B attached hereto (the “Common Holders”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in that certain Series C Preferred Stock Purchase Agreement dated as of the date hereof (the “Purchase Agreement”) by and among the Company and certain of the Investors. The Common Holders and the Investors are sometimes referred to herein individually as “Stockholder” and collectively as the “Stockholders.”
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 26th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus
This Third Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of February 10, 2011, by and between COMERICA BANK (“Bank”) and LDR HOLDING CORPORATION (“Parent”) and LDR SPINE USA, INC. (each a “Borrower” and collectively, “Borrowers”).
ContractWarrant Agreement • August 26th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF SECTION 5.4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 26th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus
This Fourth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of April , 2011, by and between COMERICA BANK (“Bank”) and LDR HOLDING CORPORATION (“Parent”) and LDR SPINE USA, INC. (each a “Borrower” and collectively, “Borrowers”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 26th, 2013 • LDR Holding Corp • Surgical & medical instruments & apparatus
This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into on December 9, 2010, and is effective as of September 30, 2010, by and between COMERICA BANK (“Bank”) and LDR HOLDING CORPORATION (“Parent”) and LDR SPINE USA, INC. (each a “Borrower” and collectively, “Borrowers”).
