LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 30th, 2015 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of April 24, 2015 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and Lombard Medical Technologies Inc., a Delaware corporation with an office located at 15420 Laguna Canyon Road, Suite 260, Irvine CA 92618 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
LEASE BETWEEN THE IRVINE COMPANY LLC AND LOMBARD MEDICAL TECHNOLOGIES, INC.Lease • April 30th, 2015 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus • California
THIS LEASE is made as of February 9, 2015, by and between THE IRVINE COMPANY LLC, a Delaware limited liability company, hereafter called “Landlord,” and LOMBARD MEDICAL TECHNOLOGIES, INC., a California corporation, hereafter called “Tenant.”
ContractWarrant Agreement • April 30th, 2015 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTION 5.3 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER THE ACT AND SUCH LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
DATED 24 April 2015 LOMBARD MEDICAL, INC LOMBARD MEDICAL TECHNOLOGIES LIMITED LOMBARD MEDICAL LIMITED as Guarantors and OXFORD FINANCE LLC as Collateral Agent GUARANTEE AND INDEMNITY GREENBERG TRAURIG MAHER LLP 7TH FLOOR LONDON WC1X 8XZGuarantee and Indemnity • April 30th, 2015 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus
PLEDGE AGREEMENTPledge Agreement • April 30th, 2015 • Lombard Medical, Inc. • Surgical & medical instruments & apparatus • New York
This PLEDGE AGREEMENT, dated as of April 24, 2015 (together with all amendments, if any, from time to time hereto, this “Pledge Agreement”), by and among Lombard Medical Technologies Limited, an English private company limited by shares (the “Pledgor”), and OXFORD FINANCE LLC, a Delaware limited liability company, in its capacity as collateral agent (in such capacity and together with any successors, endorsees and assigns, “Agent”) for itself and the lenders from time to time party to the Loan Agreement hereinafter defined (collectively, the “Lenders”).
