VAPOTHERM, INC. (a Delaware corporation) [●] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 19th, 2018 • Vapotherm Inc • Surgical & medical instruments & apparatus • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 19th, 2018 • Vapotherm Inc • Surgical & medical instruments & apparatus • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [_________], 2018, between Vapotherm, Inc., a Delaware corporation (the “Company”), and [______] (“Indemnitee”).
VAPOTHERM, INC. AMENDED AND RESTATEDStock Option Award Agreement • October 19th, 2018 • Vapotherm Inc • Surgical & medical instruments & apparatus • Maryland
You (the “Participant”) are hereby awarded the following stock option (the “Option”) to purchase Shares of Vapotherm, Inc. (the “Company”), subject to the terms and conditions set forth in this Stock Option Award Agreement (the “Award Agreement”), and the Vapotherm, Inc. Amended and Restated 2005 Stock Incentive Plan (the “Plan”), which is attached hereto as Exhibit A. You should carefully review these documents, and consult with your personal financial advisor, before exercising this Option.
WARRANT TO PURCHASE PREFERRED SHARES OF VAPOTHERM, INC.Warrant Agreement • October 19th, 2018 • Vapotherm Inc • Surgical & medical instruments & apparatus • Maryland
This Warrant is issued pursuant to the Note and Warrant Purchase Agreement dated July 30, 2012 among the Company and the Investors listed on the Schedule of Investors attached thereto as Exhibit A (the “Purchase Agreement”). Additional rights and obligations of the Holder (as defined below) and the Company are set forth in the Purchase Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings given them in the Purchase Agreement.
FIRST AMENDMENT TO LEASELease • October 19th, 2018 • Vapotherm Inc • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made as of the 11th day of September 2017 (the “Effective Date”) by and between ALBANY ROAD-100 DOMAIN LLC, a Delaware limited liability company (“Landlord”) and VAPOTHERM, INC., a Delaware corporation (“Tenant”).
ContractWarrant Agreement • October 19th, 2018 • Vapotherm Inc • Surgical & medical instruments & apparatus • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 19th, 2018 • Vapotherm Inc • Surgical & medical instruments & apparatus • New Hampshire
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of October 17, 2018, (the “Effective Date”) by and between JOSEPH ARMY (the “Executive”) and VAPOTHERM, INC., a Delaware corporation (the “Company”). This Agreement amends and restates in its entirety the employment agreement by and between the Executive and the Company dated July 30, 2012 (the “Prior Agreement”).
AMENDED AND RESTATED BUSINESS FINANCING AGREEMENTBusiness Financing Agreement • October 19th, 2018 • Vapotherm Inc • Surgical & medical instruments & apparatus • New York
This AMENDED AND RESTATED BUSINESS FINANCING AGREEMENT, dated as of April 6, 2018 (“the Effective Date”) is made and entered into between WESTERN ALLIANCE BANK, AN ARIZONA CORPORATION (“Lender”), and VAPOTHERM, INC., a Delaware corporation (“Borrower”), and amends and restates, in its entirety, that certain Business Financing Agreement executed by Borrower in favor of Lender, dated as of November 16, 2016, as amended from time to time (the “Original Business Financing Agreement”), on the following terms and conditions:
WARRANT TO PURCHASE PREFERRED SHARES OF VAPOTHERM, INC.Warrant Agreement • October 19th, 2018 • Vapotherm Inc • Surgical & medical instruments & apparatus • New York
This Warrant is issued by Vapotherm, Inc., a Delaware corporation (the “Company”) in connection with the Credit Agreement and Guaranty, dated as of April 6, 2018 (the “Credit Agreement”), among the Company, various guarantors and lenders party thereto from time to time, and Perceptive Credit Holdings, LP acting as the administrative agent for lenders party to the Credit Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings given them in the Credit Agreement.
October 17, 2018 VIA HAND DELIVERY John Landry C/O Vapotherm, Inc. Exeter, NH 03833 Dear John:Employment Agreement • October 19th, 2018 • Vapotherm Inc • Surgical & medical instruments & apparatus • New Hampshire
This letter agreement (this “Agreement”) sets forth the terms and conditions of your continued employment with Vapotherm, Inc. (the “Company”) as of the date set forth above (the “Effective Date”)
THIRD AMENDMENT TO LEASELease Agreement • October 19th, 2018 • Vapotherm Inc • Surgical & medical instruments & apparatus
THIS THIRD AMENDMENT TO LEASE (this “Amendment”) is dated this 26th day of July, 2018 (the “Effective Date”) by and between 100 DOMAIN DRIVE EI, LLC, a Delaware limited liability company, as administrator of the tenancy in common with 100 DOMAIN DRIVE DD, LLC, a Delaware limited liability company (collectively, “Landlord”) and VAPOTHERM, INC., a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO THE MANUFACTURING AND SUPPLY AGREEMENTManufacturing and Supply Agreement • October 19th, 2018 • Vapotherm Inc • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT TO THE MANUFACTURING AND SUPPLY AGREEMENT (this “First Amendment”) is entered into as of 1 September 2018 (the “Effective Date”) by Vapotherm, Inc. (“Vapotherm”) and Medica S.p.A., (“Medica”). Vapotherm and Medica may be referred to herein individually as “Party” and collectively as “Parties”.
