ECPM Holdings, LLC [●] Shares of Common Stock, par value $0.001 per share Underwriting AgreementECPM Holdings, LLC • May 26th, 2015 • Surgical & medical instruments & apparatus • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 26th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus • Georgia
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 9, 2013 (the “Effective Date”) between (i) SILICON VALLEY BANK, a California corporation (“Bank”), (ii) ECPM HOLDINGS, LLC, a Delaware limited liability company (“Holdings”) and (iii) ENDOCHOICE, INC., a Delaware corporation (“EndoChoice”), ENDOCHOICE INTERNATIONAL, LLC, a Georgia limited liability company” (“International”) and ROBERT S. SMITH, M.D., INC., a Georgia corporation (“Smith”, and together with EndoChoice and International, 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:
ECPM HOLDINGS, LLCIncentive Unit Award Agreement • May 26th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus • Delaware
THIS INCENTIVE UNIT AWARD AGREEMENT (the “Agreement”), made effective as of the day of , 20 (the “Grant Date”), between ECPM HOLDINGS, LLC, a Delaware limited liability company (the “Company”), and , an Employee or Director of the Company or an Affiliate (the “Participant”);
THIRD LOAN MODIFICATION AND WAIVER AGREEMENTThird Loan Modification and Waiver Agreement • May 26th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus
This Third Loan Modification and Waiver Agreement (this “Loan Modification Agreement”) is entered into as of December 31, 2014 by and between (i) SILICON VALLEY BANK, a California corporation (“Bank”), (ii) ECPM HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), (iii) ENDOCHOICE, INC., a Delaware corporation (“EndoChoice”), and (iv) ROBERT S. SMITH, M.D., INC., a Georgia corporation (“Smith”, and together with EndoChoice, individually and collectively, jointly and severally, the “Borrower”).
PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 26th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus • California
This is a PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENT dated as of February 18, 2014 by and between ENDOCHOICE, INC., a Delaware corporation (“EC INC”), ECPM HOLDINGS, LLC, a Delaware limited liability company (“HOLDINGS”), ENDOCHOICE INTERNATIONAL, LLC, a Georgia limited liability company (“EC INT’L”), ROBERT S. SMITH, M.D., INC., a Georgia corporation (“SMITH”), ENDOCHOICE SCOPE SERVICES, LLC, a Georgia limited liability company (“EC SCOPE”), PATHOPTIONS, LLC, a Georgia limited liability Company (“PATH”), collectively as borrowers, and TRIPLEPOINT CAPITAL LLC, a Delaware limited liability company, as lender.
ECPM HOLDINGS, LLC Incentive Unit Award AgreementIncentive Unit Award Agreement • May 26th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus • Delaware
THIS INCENTIVE UNIT AWARD AGREEMENT (the “Agreement”), made effective as of the day of , 20 (the “Grant Date”), between ECPM HOLDINGS, LLC, a Delaware limited liability company (the “Company”), and , an Employee, Director or Consultant of the Company or an Affiliate (the “Participant”);
Stock Option Agreement2007 Stock Incentive Plan • May 26th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT (together with Schedule A attached hereto, this “Agreement”), made effective as of the day of , 200 (the “Grant Date”), by and between Endochoice, Inc., a Delaware corporation (the “Corporation”), and , a Director of the Corporation or an Affiliate (the “Participant”).
SECOND LOAN MODIFICATION AND WAIVER AGREEMENTSecond Loan Modification and Waiver Agreement • May 26th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus
This Second Loan Modification and Waiver Agreement (this “Loan Modification Agreement”) is entered into as of July 24, 2014 by and between (i) SILICON VALLEY BANK, a California corporation (“Bank”), (ii) ECPM HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), (iii) ENDOCHOICE, INC., a Delaware corporation (“EndoChoice”), and (iv) ROBERT S. SMITH, M.D., INC., a Georgia corporation (“Smith”, and together with EndoChoice, individually and collectively, jointly and severally, the “Borrower”).
SECOND AMENDMENT TO REGISTRATION AGREEMENTRegistration Agreement • May 26th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus • Delaware
This Second Amendment to Registration Agreement (this “Amendment”), is made and entered into effective as of March 4, 2015 (the “Effective Date”), and amends that certain Registration Agreement, dated as of January 4, 2013, by and among ECPM Holdings, LLC, a Delaware limited liability company (the “Company”), and the other parties thereto, as amended by that certain First Amendment to Registration Agreement, effective as of October 30, 2014 (the “Registration Agreement”). All capitalized terms used in this Amendment and not defined herein shall have the meanings set forth in the Registration Agreement.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 26th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus • Delaware
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of January 4, 2013, by and among ECPM Holdings, LLC, a Delaware limited liability company (the “Company”), Avraham Levy (“Levy”) and the Persons listed on the Schedule of Major Members attached hereto (each, a “Major Member” and collectively, the “Major Members”).
FIRST AMENDMENT TO REGISTRATION AGREEMENTRegistration Agreement • May 26th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus • Delaware
This First Amendment to Registration Agreement (this “Amendment”), is made and entered into effective as of October 30, 2014 (the “Effective Date”), and amends that certain Registration Agreement, dated as of January 4, 2013, by and among ECPM Holdings, LLC, a Delaware limited liability company (the “Company”), and the other parties thereto (the “Registration Agreement”). All capitalized terms used in this Amendment and not defined herein shall have the meanings set forth in the Registration Agreement.
REGISTRATION AGREEMENTRegistration Agreement • May 26th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus • Delaware
THIS REGISTRATION AGREEMENT (this “Agreement”) is made as of January 4, 2013, by and among ECPM Holdings, LLC, a Delaware corporation (the “Company”), the Persons listed on the Schedule of Investors attached hereto (each, an “Investor” and collectively, the “Investors” and the Persons listed on the Schedule of Other Holders attached hereto (each, an “Other Holder” and collectively, the “Other Holders”).
ECPM HOLDINGS, LLC A Delaware Limited Liability Company SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of March 4, 2015Limited Liability Company Agreement • May 26th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of ECPM Holdings, LLC, a Delaware limited liability company, dated and effective as of March 4, 2015, is adopted, executed and entered into by and among Holdings LLC and the current Members and each other Person who becomes a Member in accordance with the terms of this Agreement.
VOTING AGREEMENTAdoption Agreement • May 26th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus • Delaware
THIS VOTING AGREEMENT is made and entered into as of this 4th day of January, 2013, by and among ECPM Holdings, LLC, a Delaware limited liability company (the “Company”), Council Capital II, LP, Envest III, LLC, River Cities Capital Fund IV, L.P., and River Cities Capital Fund IV (N.Q.P.), L.P. (each a “Class B Holder” and together with any subsequent transferees, who become parties hereto as a “Class B Holder” pursuant to Subsection 4.1 below, the “Class B Holders”).
ENDOCHOICE, INC. Stock Option Agreement (Employees)Stock Option Agreement • May 26th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT (together with Schedule A attached hereto, this “Agreement”), made effective as of the day of , 200 (the “Grant Date”), by and between Endochoice, Inc., a Delaware corporation (the “Corporation”), and , an Employee of the Corporation or an Affiliate (the “Participant”).
FIRST LOAN MODIFICATION AND WAIVER AGREEMENTFirst Loan Modification and Waiver Agreement • May 26th, 2015 • ECPM Holdings, LLC • Surgical & medical instruments & apparatus
This First Loan Modification and Waiver Agreement (this “Loan Modification Agreement”) is entered into as of March 25, 2014 by and between (i) SILICON VALLEY BANK, a California corporation (“Bank”), (ii) ECPM HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), (iii) ENDOCHOICE, INC., a Delaware corporation (“EndoChoice”), (iv) ENDOCHOICE INTERNATIONAL, LLC, a Georgia limited liability company” (“International”) and (v) ROBERT S. SMITH, M.D., INC., a Georgia corporation (“Smith”, and together with EndoChoice and International, individually and collectively, jointly and severally, the “Borrower”).
