ContractWarrant Agreement • October 24th, 2022 • Health Sciences Acquisitions Corp 2 • 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 SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
SPECIAL ADVISORY COMMON STOCK WARRANTWarrant Agreement • October 24th, 2022 • Health Sciences Acquisitions Corp 2 • Surgical & medical instruments & apparatus • Delaware
This Warrant, issued to [Aegis Capital Corp.][Perceptive Advisors LLC] or its registered assigns (the “Holder”), by ORCHESTRA BIOMED, INC., a Delaware corporation (the “Company”), is dated as of [_________], 2018 (the “Warrant Issue Date”).
EXCLUSIVE LICENSE AND COLLABORATION AGREEMENTExclusive License and Collaboration Agreement • October 24th, 2022 • Health Sciences Acquisitions Corp 2 • Surgical & medical instruments & apparatus • New York
This EXCLUSIVE LICENSE AND COLLABORATION AGREEMENT (“Agreement”) is entered into as of June 30, 2022 (the “Effective Date”) by and between Orchestra Biomed, Inc., a Delaware corporation with a principal place of business at 150 Union Square Drive New Hope, PA 18938 (“Orchestra Biomed”), BackBeat Medical, LLC, a Delaware limited liability company and wholly-owned subsidiary of Orchestra Biomed with a principal place of business at 150 Union Square Drive New Hope, PA 18938 (“BackBeat”, together with Orchestra Biomed, “Orchestra”), and Medtronic, Inc., a Minnesota corporation with a principal place of business at 710 Medtronic Parkway, Minneapolis, Minnesota 55432 (“Medtronic”). Orchestra and Medtronic are referred to each as a “Party” or collectively as the “Parties”.
Stock Purchase AgreementStock Purchase Agreement • October 24th, 2022 • Health Sciences Acquisitions Corp 2 • Surgical & medical instruments & apparatus • Delaware
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered on December 20, 2019 by and among, Orchestra BioMed, Inc., a Delaware corporation (“Purchaser”), Orchestra Medical Ventures, LLC (“Seller”) and Accelerated Technologies, Inc., a Delaware corporation (the “Company”).
ORCHESTRA BIOMED, INC. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 24th, 2022 • Health Sciences Acquisitions Corp 2 • Surgical & medical instruments & apparatus • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of May 31, 2018, by and among Orchestra BioMed, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and any additional Investors that become a party to this Agreement in accordance with Subsection 5.9 hereof.
AMENDMENT TO LICENSE AGREEMENTLicense Agreement • October 24th, 2022 • Health Sciences Acquisitions Corp 2 • Surgical & medical instruments & apparatus • Florida
This AMENDMENT TO LICENSE AGREEMENT (this “Amendment”) is made and entered into as of the 1st day of May, 2022 (the “Effective Date”), by and between MOTUS GI HOLDINGS, INC., a Delaware corporation (“Licensor”) having an address at 1301 East Broward Boulevard, Suite 310, Fort Lauderdale, Florida 33301 and ORCHESTRA BIOMED, INC., a Delaware corporation (“Licensee”) having an address at 150 Union Square Drive, New Hope, Pennsylvania 18938.
LICENSE AGREEMENTLicense Agreement • October 24th, 2022 • Health Sciences Acquisitions Corp 2 • Surgical & medical instruments & apparatus
THIS LICENSE AGREEMENT (this “License”), effective as of January __,2020 (the “Effective Date”), by and between MOTUS GI HOLDINGS, INC., a Delaware corporation (“Licensor”) having an address at 150 Union Square Drive, New Hope, Pennsylvania 18938, and ORCHESTRA BIOMED, INC., a Delaware corporation (“Licensee”) having an address at 150 Union Square Drive, New Hope, Pennsylvania 18938.
DISTRIBUTION AGREEMENTDistribution Agreement • October 24th, 2022 • Health Sciences Acquisitions Corp 2 • Surgical & medical instruments & apparatus • New York
This Distribution Agreement (“Agreement”) is entered into as of June 13, 2019 (the “Effective Date”) by and between Orchestra Biomed, Inc., a corporation having its principal office at 150 Union Square Drive, New Hope, PA 18938, United States (“OBIO”) and Terumo Corporation, having its registered place of business at 2-44-1 Hatagaya, Shibuya-ku Tokyo, 151-0072 Japan (“TC”) and Terumo Medical Corporation, a corporation having its principal office at 265 Davidson Avenue, Somerset, NJ 08873 (“TMC” and together with TC, “Terumo”). OBIO and Terumo may be referred to individually as a “Party” and collectively as the “Parties”.
