AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 10th, 2018 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 9, 2018, by and among Endologix, Inc., a Delaware corporation (the “Company”), and Deerfield Private Design Fund IV, L.P., Deerfield Partners, L.P. and Deerfield Private Design Fund III, L.P. (each individually, a “Lender” and together, the “Lenders”).
INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • August 10th, 2018 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • New York
THIS INTERCOMPANY SUBORDINATION AGREEMENT (this “Subordination Agreement”), dated as of August 9, 2018 is made among the companies from time to time party hereto (the “Companies”), and Deerfield ELGX Revolver, LLC, a Delaware limited liability company, as agent (in such capacity, together with its successors and assigns in such capacity, the “Agent”) for the Lender Group (as defined in the below-defined Credit Agreement).
CREDIT AGREEMENT by and among DEERFIELD ELGX REVOLVER, LLC, as Agent, THE LENDERS THAT ARE PARTIES HERETO, as the Lenders, ENDOLOGIX, INC., each of its direct and indirect subsidiaries listed on the signature pages hereto and any additional borrower...Credit Agreement • August 10th, 2018 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of August 9, 2018, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), DEERFIELD ELGX REVOLVER, LLC, a Delaware limited liability company, as Agent for each member of the Lender Group, Endologix, Inc., a Delaware corporation (“Endologix”), each of its direct and indirect Subsidiaries set forth on the signature pages hereto and any additional borrower that may hereafter be added to this Agreement (individually as a “Borrower”, and collectively with any entities that become party hereto as Borrower and each of their successors and permitted assigns, the “Borrowers”).
INTERCOMPANY SUBORDINATION AGREEMENTIntercompany Subordination Agreement • August 10th, 2018 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • New York
THIS INTERCOMPANY SUBORDINATION AGREEMENT (this “Subordination Agreement”), dated as of August 9, 2018 is made among the companies from time to time party hereto (the “Companies”), and Deerfield Private Design Fund IV, L.P., a Delaware limited partnership (“Deerfield PDF”), as agent (in such capacity, together with its successors and assigns in such capacity, the “Agent”) for the Secured Parties (as defined in the below-defined Facility Agreement).
REAFFIRMATION AGREEMENTReaffirmation Agreement • August 10th, 2018 • Endologix Inc /De/ • Surgical & medical instruments & apparatus
This REAFFIRMATION AGREEMENT (this “Reaffirmation”) is made and entered into as of August 9, 2018, by ENDOLOGIX, INC., a Delaware corporation (“Borrower”), CVD/RMS ACQUISITION CORP., a Delaware corporation (“CVD/RMS”), NELLIX, INC., a Delaware corporation (“Nellix”), TRIVASCULAR, INC., a California corporation (“TriVascular”), TRIVASCULAR TECHNOLOGIES, INC., a Delaware corporation (“Technologies”), ENDOLOGIX CANADA, LLC, a Delaware limited liability company (f/k/a TriVascular Canada, LLC) (“Canada”), TRIVASCULAR SALES LLC, a Texas limited liability company (“Sales”) and RMS/ENDOLOGIX SIDEWAYS MERGER CORP., a Delaware corporation (“Sideways”; together with Borrower, CVD/RMS, Nellix, TriVascular, Technologies, Canada and Sales, individually and collectively, the “Obligors”) in favor of DEERFIELD PRIVATE DESIGN FUND IV, L.P., as Agent for the Secured Parties. All initially capitalized terms used herein (including in the preamble and recitals hereof) without definition shall have the meani
FIRST SUPPLEMENT TO TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • August 10th, 2018 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • New York
This FIRST SUPPLEMENT TO TRADEMARK SECURITY AGREEMENT (this “Supplement”) made as of August 9, 2018, by Endologix, Inc., a Delaware corporation (“Endologix” or “Borrower”), and TriVascular, Inc., a Delaware corporation (“TriVascular”; TriVascular and Endologix are each individually a “Grantor” and collectively “Grantors”), in favor of Deerfield Private Design Fund IV, L.P., in its capacity as Agent for the Secured Parties (each as defined in the Facility Agreement referenced below) (in such capacity, “Grantee”):
AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT dated as of August 9, 2018 by and among Endologix, Inc., as Borrower, the other Grantors and Guarantors party hereto from time to time and Deerfield Private Design Fund IV, L.P., as agent for itself...Guaranty and Security Agreement • August 10th, 2018 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • New York
This AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of August 9, 2018, by and among Endologix, Inc., a Delaware corporation (“Borrower”), CVD/RMS Acquisition Corp., a Delaware corporation (“CVD”), Nellix, Inc., a Delaware corporation (“Nellix”), TriVascular Technologies, Inc., a Delaware corporation (“TriVascular Technologies”), TriVascular, Inc., a California corporation (“TriVascular California”), Endologix Canada, LLC, a Delaware limited liability company (f/k/a TriVascular Canada, LLC) (“Endologix Canada”), TriVascular Sales LLC, a Texas limited liability company (“Sales”), RMS/Endologix Sideways Merger Corp., a Delaware corporation (“Sideways”), each other Person who becomes a party hereto pursuant to Section 8.15 (together with the Borrower, CVD, Nellix, TriVascular Technologies, TriVascular California, Endologix Canada, Sales and Sideways, the “Grantors” and each, a “Grantor”), each other Person signatory hereto as a “Guarantor” (as defined bel
INTERCREDITOR AGREEMENTIntercreditor Agreement • August 10th, 2018 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • New York
This INTERCREDITOR AGREEMENT, is dated as of August 9, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), and entered into by and between (i) Deerfield Private Design Fund IV, L.P., in its capacity as agent for the Facility Secured Parties (as defined below), including its successors and assigns in such capacity from time to time (“Facility Agent”), and (ii) Deerfield ELGX Revolver, LLC, in its capacity as administrative agent for the ABL Secured Parties (as defined below), including its successors and assigns in such capacity from time to time and any “Third Party Agent” (as defined in the below-defined Facility Agreement) during any “Third Party Agent Retention Period” (as defined in the below-defined Facility Agreement) (“ABL Agent”). Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below or elsewhere in this Agreement.
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • August 10th, 2018 • Endologix Inc /De/ • Surgical & medical instruments & apparatus
This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 9th day of August, 2018, by and among the Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and DEERFIELD ELGX REVOLVER, LLC, a Delaware limited liability company, in its capacity as agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”).
AMENDED AND RESTATED FACILITY AGREEMENT dated as of August 9, 2018 by and among Endologix, Inc., as the Borrower, the other Loan Parties party hereto from time to time, the Lenders and Deerfield Private Design Fund IV, L.P., as agent for itself and...Facility Agreement • August 10th, 2018 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • New York
This AMENDED AND RESTATED FACILITY AGREEMENT (this “Agreement”), dated as of August 9, 2018, by and among Endologix, Inc., a Delaware corporation (the “Borrower”), the other Loan Parties (as defined below) party hereto from time to time, the lenders party hereto from time to time (including the First Out Waterfall Lenders (as defined below) and the Last Out Waterfall Lenders (as defined below)), Deerfield Private Design Fund IV, L.P. (“Deerfield Facility Entity”), as agent for itself and the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent,” and, together with the Lenders, the Borrower and the other Loan Parties party hereto, the “Parties”).
PATENT SECURITY AGREEMENTPatent Security Agreement • August 10th, 2018 • Endologix Inc /De/ • Surgical & medical instruments & apparatus
This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this 9th day of August, 2018, by and among the Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and DEERFIELD ELGX REVOLVER, LLC, a Delaware limited liability company, in its capacity as agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”).
FIRST SUPPLEMENT TO PATENT SECURITY AGREEMENTPatent Security Agreement • August 10th, 2018 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • New York
This FIRST SUPPLEMENT TO PATENT SECURITY AGREEMENT (this “Supplement”) made as of August 9, 2018, by Endologix, Inc., a Delaware corporation (“Endologix” or “Borrower”), Nellix, Inc., a Delaware corporation (“Nellix”), TriVascular, Inc., a Delaware corporation (“TriVascular”; TriVascular, Endologix and Nellix are each individually a “Grantor” and collectively “Grantors”), in favor of Deerfield Private Design Fund IV, L.P., in its capacity as Agent for the Secured Parties (each as defined in the Facility Agreement referenced below) (in such capacity, “Grantee”):
GUARANTY AND SECURITY AGREEMENT dated as of August 9, 2018 by and among Endologix, Inc., as Borrower Representative, the other Grantors, Borrowers and Guarantors party hereto from time to time and DEERFIELD ELGX REVOLVER, LLC, as agent for itself and...Guaranty and Security Agreement • August 10th, 2018 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • New York
This GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of August 9, 2018, by and among Endologix, Inc., a Delaware corporation (“Borrower Representative”), CVD/RMS Acquisition Corp., a Delaware corporation (“CVD”), Nellix, Inc., a Delaware corporation (“Nellix”), TriVascular Technologies, Inc., a Delaware corporation (“TriVascular Technologies”), TriVascular, Inc., a California corporation (“TriVascular California”), Endologix Canada, LLC, a Delaware limited liability company (“Endologix Canada”), TriVascular Sales LLC, a Texas limited liability company (“Sales”), RMS/Endologix Sideways Merger Corp., a Delaware corporation (“Sideways”), each other Person who becomes a party hereto pursuant to Section 8.15 (together with the Borrower Representative, CVD, Nellix, TriVascular Technologies, TriVascular California, Endologix Canada, Sales and Sideways, the “Grantors” or the “Borrowers” and each, a “Grantor” or a “Borrower”), each other Person signatory hereto as a “Guarantor” (as
