LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 30th, 2024 • EBR Systems, Inc. • New York
This LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of June __, 2022 (the “Closing Date”) is entered into among EBR SYSTEMS, INC., a Delaware corporation (“Borrower Representative”), and each other Person party hereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), the lenders from time to time party hereto (collectively, “Lenders”, and each, a “Lender”), and RUNWAY GROWTH FINANCE CORP., as administrative agent and collateral agent for Lenders (in such capacity, “Agent”).
ContractIndemnification Agreement • July 30th, 2024 • EBR Systems, Inc. • Delaware
261432900 v21EBR SYSTEMS, INC.INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (this "Agreement") is dated as of _________________, 2021 and is between EBR Systems, Inc., a Delaware corporation (the "Company"), and ______________ ("Indemnitee"). RECITALSA.Indemnitee's service to the Company substantially benefits the Company. B.Individuals are reluctant to serve as directors or officers of corporations or in certain other capacities unless they are provided with adequate protection through insurance or indemnification against the risks of claims and actions against them arising out of such service. C.Indemnitee does not regard the protection currently provided by applicable law, the Company's governing documents and any insurance as adequate under the present circumstances, and Indemnitee may not be willing to serve as a director or officer without additional protection. D.The Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee
SEVERANCE AND CHANGE OF CONTROL AGREEMENTSeverance and Change of Control Agreement • July 30th, 2024 • EBR Systems, Inc. • California
This Severance and Change of Control Agreement (the “Agreement”) is made and entered into effective as of July __, 2018 by and between ____________ (the “Employee”) and EBR Systems, Inc., a Delaware corporation (the “Company”).
ContractWarrant Agreement • July 30th, 2024 • EBR Systems, Inc. • Delaware
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractWarrant Agreement • July 30th, 2024 • EBR Systems, Inc. • California
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 COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION. WARRANT TO PURCHASE STOCK Company: EBR Systems, Inc., a Delaware corporation Number of Shares: 220,750, subject to adjustment Type/Series of Stock: Common Stock, $0.0001 par value per share Warrant Price: $0.14 per Share, subject to adjustment Issue Date: March 25, 2020 Expiration Date: March 24, 2030 See also Section 5.1(b). Credit Facility: This Warrant to Purchase Stock ("Warrant") is issued in connection with that certain Loan and Security Agreement of even date herewith among Silicon Valley Ba
ContractInvestors' Rights Agreement • July 30th, 2024 • EBR Systems, Inc. • Delaware
257566281 v3 EBR SYSTEMS, INC. AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT This Amended and Restated Investors' Rights Agreement (the "Agreement") is made as of October 13, 2021, by and among EBR Systems, Inc., a Delaware corporation (the "Company"), the holders of the Company's New Series A Preferred Stock set forth on Exhibit A attached hereto (the "Series A Holders"), the Note Purchaser (as defined below) and the holders of New Series B Preferred Stock and/or Series B2 Preferred Stock set forth on Exhibit B attached hereto (the "Series B Holders"). Each of the Series A Holders , the Note Purchaser and the Series B Holders is herein referred to as an "Investor" and collectively as the "Investors". RECITALS A. The Company, the Series A Holders, the Note Purchaser, and the Series B Holders previously entered into an Amended and Restated Investors' Rights Agreement dated as of October 30, 2017, as amended (the "Prior Rights Agreement"), pursuant to which the Company granted the Ser
ContractWarrant Agreement • July 30th, 2024 • EBR Systems, Inc. • California
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 FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
