INDEMNIFICATION AGREEMENTIndemnification Agreement • March 10th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 20 between TriVascular Technologies, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement amends, restates and supersedes any prior agreement with respect to the subject matter hereof between the Company and the Indemnitee.
ContractTriVascular Technologies, Inc. • March 10th, 2014 • Surgical & medical instruments & apparatus • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 8 OF THIS WARRANT.
TRIVASCULAR TECHNOLOGIES, INC. FORM OF EARLY EXERCISE STOCK PURCHASE AGREEMENTEarly Exercise Stock Purchase Agreement • March 10th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus • California
WHEREAS, Purchaser holds a stock option dated , 20 to purchase shares of common stock (“Common Stock”) of the Company (the “Option”) pursuant to the Company’s 2008 Equity Incentive Plan (the “Plan”); and
TERM LOAN AGREEMENT dated as of October 12, 2012 between TV2 HOLDING COMPANY and TRIVASCULAR, INC. as Borrowers, The SUBSIDIARY GUARANTORS from Time to Time Party Hereto, and Capital Royalty Partners II L.P. and Parallel Investment Opportunities...Term Loan Agreement • March 10th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus • New York
TERM LOAN AGREEMENT, dated as of October 12, 2012 (this “Agreement”), among TV2 HOLDING COMPANY, a Delaware corporation (“Holdings”), TriVascular, Inc., a California corporation (“TriVascular” and, together with Holdings, the “Borrowers”), the SUBSIDIARY GUARANTORS from time to time party hereto and the Lenders from time to time party hereto.
CONSENT, ASSIGNMENT, FIRST AMENDMENT TO LEASE AND NON-DISTURBANCE AGREEMENTNon-Disturbance Agreement • March 10th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus
THIS CONSENT, ASSIGNMENT, FIRST AMENDMENT TO LEASE AND NON-DISTURBANCE AGREEMENT (“Amendment”) is made effective this 28th day of March, 2008, between CARMEL RIVER, LLC, a Delaware limited liability company, CARLSEN INVESTMENTS, LLC, a California limited liability company, and RIEGER INVESTMENTS, LLC, a Delaware limited liability company (collectively, “Landlord”), BOSTON SCIENTIFIC SANTA ROSA CORP., (formerly known as Trivascular, Inc.), a California corporation (“TV”), and BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (“BSC”).
ContractTriVascular Technologies, Inc. • March 10th, 2014 • Surgical & medical instruments & apparatus • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, OR TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH.
LEASE AGREEMENT (Multi-Tenant Facility)Lease Agreement • March 10th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus • Delaware
FOURTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT dated as of NOVEMBER 1, 2013 among TV2 HOLDING COMPANY and CERTAIN STOCKHOLDERS OF THE COMPANY AND OTHER PERSONS NAMED HEREINAgreement • March 10th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS FOURTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”) dated as of November 1, 2013 by and among (i) TV2 Holding Company, a Delaware corporation (the “Company”), (ii) MPM BioVentures IV-QP, L.P., MPM BioVentures IV GmbH & Co. Beteiligungs KG and MPM Asset Management Investors BV4 LLC (collectively, “MPM”), New Enterprise Associates 12, Limited Partnership, NEA Ventures 2008, Limited Partnership, (collectively, “NEA”), Delphi Ventures VII, L.P., Delphi BioInvestments VII, L.P., Delphi Ventures VIII, L.P. and Delphi BioInvestments VIII, L.P. (collectively, “Delphi”), Thomas Weisel Healthcare Venture Partners, LP, Kearny Venture Partners, LP and Kearny Venture Partners Entrepreneurs Fund, L.P. (collectively, “TWK”), Pinnacle Ventures Equity Fund II, L.P., Pinnacle Ventures Equity Fund II-O, L.P., Pinnacle Ventures II-A, L.P., Pinnacle Ventures II-B, L.P., Pinnacle Ventures II-C, L.P., Pinnacle Ventures II-R, L.P., Pinnacle Ventures Debt Fund III-A, L.P., Pinnacle Vent
ContractPurchase Agreement • March 10th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, OR TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH.
NONEXCLUSIVE LICENSE AGREEMENT AND COVENANT NOT TO SUETriVascular Technologies, Inc. • March 10th, 2014 • Surgical & medical instruments & apparatus • California
This Nonexclusive License Agreement and Covenant Not to Sue (the Agreement) is made as of March 28, 2008 (the Effective Date) by and between (i) Boston Scientific Scimed, Inc. a Minnesota corporation, and Endovascular Technologies, Inc. and Delaware corporation (collectively, Licensor), and (ii) a California corporation that will be known as Trivascular 2, Inc. (after a name change to occur shortly after the Effective Date), is currently known as Boston Scientific Santa Rosa Corp. and was previously known as TriVascular, Inc. (Licensee).
KNOW-HOW ASSIGNMENT AGREEMENTHow Assignment Agreement • March 10th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus
THIS KNOW-HOW ASSIGNMENT AGREEMENT (“Agreement”) is made and entered into as of March 28, 2008 (the “Effective Date”), by and between (i) a California corporation that will be known as Trivascular 2, Inc. (after a name change to occur shortly after the Effective Date), is currently known as Boston Scientific Santa Rosa Corp. and was previously known as TriVascular, Inc. (“TV2”), and (ii) Boston Scientific Scimed, Inc., a Minnesota corporation (“Boston”). TV2 and Boston are each referred to herein individually as a “Party,” and collectively as the “Parties.”
SECOND AMENDMENT TO LEASELease • March 10th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus
THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is dated as of December _, 2011 (the “Effective Date”) by and between Sonoma Airport Properties LLC, a California limited liability company (“Landlord”), TriVascular, Inc., a California corporation (“TV”) and Boston Scientific Corporation, a Delaware corporation (“BSC” or “Tenant”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 10th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus • California
This Exclusive License Agreement (the Agreement) is made as of March 28, 2008 (the Effective Date) by and between (i) a California corporation that will be known as Trivascular 2, Inc. (after a name change to occur shortly after the Effective Date), is currently known as Boston Scientific Santa Rosa Corp. and was previously known as TriVascular, Inc. (Licensor), and (ii) Boston Scientific Scimed, Inc., a Minnesota corporation (together with its Affiliates, Licensee).
LOAN AGREEMENTLoan Agreement • March 10th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus • California
THIS LOAN AGREEMENT (this “Agreement”), dated as of January 1, 2014, is made among TriVascular Technologies, Inc., a Delaware corporation (“Holdings”), TriVascular, Inc., a California corporation (the “Company,” and together with Holdings, the “Borrowers”), Century Medical, Inc., a Japan corporation (the “Lender”), and the Subsidiary Guarantors from time to time party hereto.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 10th, 2014 • TriVascular Technologies, Inc. • Surgical & medical instruments & apparatus • Texas
This Amended and Restated Employment Agreement (“Agreement”), effective as of the 26th day of February, 2014 (the “Effective Date”), is entered into by and between Christopher G. Chavez, an individual and resident of Texas (the “Executive”) and TriVascular, Inc., a California corporation (the “Company”).
