SEVERANCE AGREEMENTSeverance Agreement • November 12th, 2013 • Geno LLC • Pharmaceutical preparations • Massachusetts
THIS SEVERANCE AGREEMENT (the “Agreement”), made as of October 7, 2013 (the “Effective Date”), is entered into by GeNO LLC, a Delaware limited liability company (the “Company”), and Anthony Loumidis, an individual residing at Address (the “Employee”).
ContractWarrant Agreement • November 12th, 2013 • Geno LLC • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE COMMON SHARES WHICH MAY BE PURCHASED UPON THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS.
GeNO, LLC OPTION AGREEMENTOption Agreement • November 12th, 2013 • Geno LLC • Pharmaceutical preparations • Delaware
This Option Agreement (the “Agreement”) is entered into as of September , 2013 by and between GeNO, LLC, a Delaware limited liability company (the “Company”), and (the “Optionee”).
Form of Subscription Agreement for Series A Preferred SharesSubscription Agreement • November 12th, 2013 • Geno LLC • Pharmaceutical preparations
The undersigned understands that this Subscription Agreement relates to the offering of Series A Preferred Shares (the “Shares”) of GeNO LLC (the “Company”) and that the offering is being made only to certain eligible prospective investors. The undersigned hereby represents that the undersigned is duly authorized to execute and deliver this Subscription Agreement on behalf of the individual or entity subscribing for the purchase of Shares (the “Subscriber”).
ContractWarrant Agreement • November 12th, 2013 • Geno LLC • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE COMMON SHARES WHICH MAY BE PURCHASED UPON THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS.
GENO LLC CONVERTIBLE NOTE PURCHASE AGREEMENT JULY 27, 2010Convertible Note Purchase Agreement • November 12th, 2013 • Geno LLC • Pharmaceutical preparations • Delaware
THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of July 27, 2010, by and among GeNO LLC, a Delaware limited liability company (the “Company”), and the purchasers (each individually a “Purchaser,” and collectively the “Purchasers”) named on the Schedule of Purchasers attached hereto as Exhibit A (the “Schedule of Purchasers”).
GENO LLC EIGHTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • November 12th, 2013 • Geno LLC • Pharmaceutical preparations • Delaware
AMENDMENT TO CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • November 12th, 2013 • Geno LLC • Pharmaceutical preparations
THIS AMENDMENT TO CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Amendment”) is made as of November 2, 2012, by and among GeNO LLC, a Delaware limited liability company (the “Company”), and the Purchasers named on the Schedule of Purchasers attached to the Convertible Note Purchase Agreement dated July 27, 2010 by and among the Company and the Purchasers, as amended (the “Convertible Note Purchase Agreement”).
EXTENSION OF MATURITY DATE UNDER CONVERTIBLE NOTE PURCHASE AGREEMENT July 30, 2012Convertible Note Purchase Agreement • November 12th, 2013 • Geno LLC • Pharmaceutical preparations
Reference is made to that certain Convertible Note Purchase Agreement, dated as of July 27, 2010 (the “Agreement”), by and among GeNO LLC, a Delaware limited liability company (the “Company”), and the purchasers named on the Schedule of Purchasers attached thereto (the “Purchasers”). Capitalized terms not defined herein have the meanings ascribed to them in the Agreement.
AMENDMENT TO CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • November 12th, 2013 • Geno LLC • Pharmaceutical preparations
THIS AMENDMENT TO CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Amendment”) is made as of January 29, 2013, by and among GeNO LLC, a Delaware limited liability company (the “Company”), and the Purchasers named on the Schedule of Purchasers attached to the Convertible Note Purchase Agreement dated July 27, 2010 by and among the Company and the Purchasers, as amended (the “Convertible Note Purchase Agreement”).
