WARRANT TO PURCHASE SHARES OF SERIES B PREFERRED STOCK of OUTSET MEDICAL, INC. Dated as of June 14, 2016 Void after the date specified in Section 8Warrant Agreement • August 21st, 2020 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
THIS CERTIFIES THAT, for value received, , or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Outset Medical, Inc., a Delaware corporation (the “Company”), shares of the Company’s Series B Preferred Stock, $0.001 par value per share (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Term Loan Agreement, dated as of June 5, 2015, by and among the Company, CRG Partners III L.P., CRG Partners III – Parallel Fund “B” (Cayman) L.P. and CRG Partners III (Cayman) L.P., as amended by that certain Amendment No. 1 to Term Loan Agreement, dated as of June 14, 2016.
OUTSET MEDICAL, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • August 21st, 2020 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus • California
This Change in Control and Severance Agreement (the “Agreement”) is made between Outset Medical, Inc. (the “Company”) and (the “Executive”), effective as of , 2020 (the “Effective Date”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG OUTSET MEDICAL, INC. AND THE PARTIES HERETO Dated as of January 27, 2020Registration Rights Agreement • August 21st, 2020 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made, entered into and effective as of January 27, 2020, by and among the Institutional Investors (as defined herein) set forth on SCHEDULE A hereto, the Holders (as defined herein) set forth on SCHEDULE B hereto, Outset Medical, Inc., a Delaware corporation (including any of its successors by merger, acquisition, reorganization, conversion or otherwise, the “Company”) and any other Person (as defined herein) who becomes a party hereto from time to time in accordance with this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • August 21st, 2020 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus • California
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 23th day of February 2015, by and between Outset Medical, Inc. a Delaware corporation (the “Company”), and Leslie Trigg (the “Employee”).
AMENDMENT 1 To the Authorized Reseller AgreementAuthorized Reseller Agreement • August 21st, 2020 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus
This amendment 1 (“Amendment”) to the Authorized Reseller Agreement is entered into on date by and between Outset Medical, Inc., hereinafter “Outset Medical” and SDV Office Systems, LLC, dba SDV Medical, hereinafter “Reseller”, collectively together the “Parties”.
MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • August 21st, 2020 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus
THIS MANUFACTURING SERVICES AGREEMENT (“Agreement”) is entered into this 15th day of January 2020, by and between TACNA Services, Inc., a California Corporation, hereafter referred to as “TACNA” and Outset Medical, Inc. a Delaware Corporation, hereafter referred to as “Client”.
PURCHASING AGREEMENT ProductsPurchasing Agreement • August 21st, 2020 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus • Tennessee
This Purchasing Agreement is entered into by HCA Management Services, L.P., a Delaware limited partnership, having its principal place of business at 1100 Dr. Martin L. King Jr. Blvd., Suite 1100, Nashville, TN 37203 (“HMS”), and Outset Medical, Inc., a Delaware Corporation, with a place of business at 1830 Bering Drive, San Jose, CA 95112, (“Vendor”), for the primary purpose of establishing the terms and conditions pursuant to which Facilities (as hereinafter defined) may purchase certain products and services from Vendor.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 21st, 2020 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of July 2, 2020 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and OUTSET MEDICAL, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
OUTSET MEDICAL, INC. AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Dated as of January 27, 2020Stockholders Agreement • August 21st, 2020 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Amended and Restated Stockholders Agreement (this “Agreement”) is dated as of this 27th day of January, 2020 and entered into by and among the institutional investors listed on Schedule I hereto (the “Institutional Investors”); the individuals whose names and addresses appear from time to time on Schedule II hereto (the “Other Investors”); the individuals whose names and addresses appear from time to time on Schedule IV hereto (the “Key Common Holders”); and OUTSET MEDICAL, INC., a Delaware corporation (the “Company”). The Institutional Investors and the Other Investors are hereinafter each referred to as an “Investor” and collectively referred to as the “Investors”.
ContractContract • August 21st, 2020 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus
*Portions of this exhibit have been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.
AMENDMENT 2 To the Authorized Reseller AgreementAuthorized Reseller Agreement • August 21st, 2020 • Outset Medical, Inc. • Electromedical & electrotherapeutic apparatus
This amendment 2 (“Amendment”) to the Authorized Reseller Agreement is entered into on May 6, 2020 by and between Outset Medical, Inc., hereinafter “Outset Medical” and SDV Office System, LLC, dba SDV Medical, hereinafter “Reseller”, collectively together the “Parties”.
