LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 18th, 2016 • Nuvectra Corp • Surgical & medical instruments & apparatus
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of March 18, 2016 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and Nuvectra Corporation, a Delaware corporation (“Nuvectra”), ALGOSTIM, LLC, a Delaware limited liability company (“Algostim”), PelviStim LLC, a Delaware limited liability company (“PelviStim”), and NeuroNexus Technologies, Inc., a Michigan corporation (“NeuroNexus”), each with off
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • March 18th, 2016 • Nuvectra Corp • Surgical & medical instruments & apparatus • Delaware
This Director Indemnification Agreement, dated as of ______________ (this “Agreement”), is made by and between Nuvectra Corporation, a Delaware corporation (the “Company”), and ___________________ (“Indemnitee”).
ContractWarrant Agreement • March 18th, 2016 • Nuvectra Corp • 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 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.
SEPARATION AND DISTRIBUTION AGREEMENT between GREATBATCH, INC. and QIG GROUP, LLC (to be converted into Nuvectra Corporation) dated as of March 14, 2016Separation and Distribution Agreement • March 18th, 2016 • Nuvectra Corp • Surgical & medical instruments & apparatus • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT is entered into as of March 14, 2016, between Greatbatch, Inc., a Delaware corporation (“Greatbatch”), and QiG Group, LLC, a Delaware limited liability company (“QiG”), which in connection with the transactions contemplated hereby will be converted into Nuvectra Corporation, a Delaware corporation (“Nuvectra”). Greatbatch and Nuvectra are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” References to Nuvectra are deemed to include, for all periods prior to the Nuvectra Conversion (defined below), QiG. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article I hereof.
PRODUCT COMPONENT FRAMEWORK AGREEMENTProduct Component Framework Agreement • March 18th, 2016 • Nuvectra Corp • Surgical & medical instruments & apparatus • New York
This PRODUCT COMPONENT FRAMEWORK AGREEMENT (the “Agreement”), effective the 14th day of March, 2016 (the “Effective Date”) is by and between Greatbatch Ltd., a New York corporation, located at 10000 Wehrle Drive, Clarence, New York, 14031, (“Greatbatch”) and QiG Group, LLC, a Delaware limited liability company, located at 5700 Granite Parkway, Suite 960, Plano, Texas, 75024 (“QiG Group”). Greatbatch and QiG Group are referred to collectively as the “Parties” and individually as a “Party.”
TRANSITION SERVICES AGREEMENT BETWEEN GREATBATCH, INC. and QIG GROUP, LLC (to be converted into NUVECTRA CORPORATION) Dated March 14, 2016Transition Services Agreement • March 18th, 2016 • Nuvectra Corp • Surgical & medical instruments & apparatus • Delaware
This TRANSITION SERVICES AGREEMENT (together with Schedule A hereto, this “Agreement”) is entered into as of March 14, 2016, by and between Greatbatch, Inc., a Delaware corporation (“GB”), and QiG Group, LLC, a Delaware limited liability company (to be converted into Nuvectra Corporation, a Delaware corporation) (“Nuvectra”).
OFFICer INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • March 18th, 2016 • Nuvectra Corp • Surgical & medical instruments & apparatus • Delaware
This Officer Indemnification Agreement, dated as of ______________ (this “Agreement”), is made by and between Nuvectra Corporation, a Delaware corporation (the “Company”), and ___________________ (“Indemnitee”).
NUVECTRA CORPORATION FORM OF NONQUALIFIED STOCK OPTION AGREEMENT – NON-EMPLOYEE DIRECTORSNonqualified Stock Option Agreement • March 18th, 2016 • Nuvectra Corp • Surgical & medical instruments & apparatus • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Nuvectra Corporation, a Delaware corporation (the “Company”), and the individual named below (the “Optionee”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Nuvectra Corporation 2016 Equity Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
NUVECTRA CORPORATION FORM OF NONQUALIFIED STOCK OPTION AGREEMENT – EMPLOYEESNonqualified Stock Option Agreement • March 18th, 2016 • Nuvectra Corp • Surgical & medical instruments & apparatus • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Nuvectra Corporation, a Delaware corporation (the “Company”), and the individual named below (the “Optionee”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Nuvectra Corporation 2016 Equity Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
LICENSE AGREEMENTLicense Agreement • March 18th, 2016 • Nuvectra Corp • Surgical & medical instruments & apparatus • New York
This LICENSE AGREEMENT (the “License Agreement”), dated March 13, 2016 (the “Effective Date”), is by and between NEURONEXUS TECHNOLOGIES, INC., a Michigan corporation (hereinafter referred to as “Licensor”) and GREATBATCH LTD., a New York corporation (hereinafter referred to as “Licensee”). The Licensor and the Licensee are sometimes referred to herein collectively as the “parties” and individually as a “party.”
ContractWarrant Agreement • March 18th, 2016 • Nuvectra Corp • 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 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.
OFFICE LEASE by and between EOS DEVELOPMENT 1 LLC, a Delaware limited liability company as LANDLORD and GREATBATCH LTD., a New York corporation as TENANT EOS AT INTERLOCKEN 105 EDGEVIEW DRIVE BROOMFIELD, COLORADO SUITE 310 December 2, 2015Office Lease • March 18th, 2016 • Nuvectra Corp • Surgical & medical instruments & apparatus • Colorado
This Summary of Basic Lease Information (the “Summary”) is hereby incorporated by reference into and made a part of the attached Office Lease. Each reference in the Office Lease to any term of this Summary shall have the meaning as set forth in this Summary for such term. In the event of a conflict between the terms of this Summary and the Office Lease, the terms of the Office Lease shall prevail. Any initially capitalized terms used herein and not otherwise defined herein shall have the meaning as set forth in the Office Lease.
UNRESTRICTED LICENSE AGREEMENTUnrestricted License Agreement • March 18th, 2016 • Nuvectra Corp • Surgical & medical instruments & apparatus • New York
This UNRESTRICTED LICENSE AGREEMENT (the “License Agreement”), dated March 14, 2016 (the “Effective Date”), is by and between QIG GROUP, LLC, a Delaware limited liability company (hereinafter referred to as “Licensor”) and GREATBATCH LTD., a New York corporation (hereinafter referred to as “Licensee”). The Licensor and the Licensee are sometimes referred to herein collectively as the “parties” and individually as a “party.”
EMPLOYEE MATTERS AGREEMENT between GREATBATCH, INC. and QIG GROUP, LLC (to be converted into Nuvectra Corporation) dated as of March 14, 2016Employee Matters Agreement • March 18th, 2016 • Nuvectra Corp • Surgical & medical instruments & apparatus • Delaware
This EMPLOYEE MATTERS AGREEMENT dated as of March 14, 2016 by and between Greatbatch, Inc., a Delaware corporation (“Greatbatch”), and QiG Group, LLC, a Delaware limited liability company (to be converted into Nuvectra Corporation, a Delaware corporation) (“Nuvectra”). Greatbatch and Nuvectra are sometimes referred to herein, individually, as a “Party,” and, collectively, as the “Parties.”
TAX MATTERS AGREEMENT between GREATBATCH, INC. and QIG GROUP, LLC (to be converted into NUVECTRA CORPORATION) dated as of March 14, 2016Tax Matters Agreement • March 18th, 2016 • Nuvectra Corp • Surgical & medical instruments & apparatus • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of March 14, 2016, between Greatbatch, Inc., a Delaware corporation (“GB”), and QiG Group, LLC, a Delaware limited liability company (“QiG”). Unless otherwise indicated, all “Article” and “Section” references in this Agreement are to articles and sections of this Agreement.
NUVECTRA CORPORATION FORM OF RESTRICTED STOCK UNIT AGREEMENT - EMPLOYEESRestricted Stock Unit Agreement • March 18th, 2016 • Nuvectra Corp • Surgical & medical instruments & apparatus • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Nuvectra Corporation, a Delaware corporation (the “Company”), and the individual named below (“Grantee”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Nuvectra Corporation Equity Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
Confidential Treatment Requested SUPPLY AGREEMENTSupply Agreement • March 18th, 2016 • Nuvectra Corp • Surgical & medical instruments & apparatus • New York
This SUPPLY AGREEMENT (the “Agreement”), effective the 14th day of March, 2016 (the “Effective Date”) is between Greatbatch Ltd., located at 10000 Wehrle Drive, Clarence, New York 14031, (“Greatbatch”) and QiG Group, LLC, a Delaware limited liability company, located at 5700 Granite Parkway, Suite 960, Plano, Texas, 75024 (“QiG Group”). Greatbatch and QiG Group are referred to collectively as the “Parties” and individually as a “Party”.
NUVECTRA CORPORATION FORM OF RESTRICTED STOCK UNIT AGREEMENT – NON-EMPLOYEE DIRECTORSRestricted Stock Unit Agreement • March 18th, 2016 • Nuvectra Corp • Surgical & medical instruments & apparatus • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Nuvectra Corporation, a Delaware corporation (the “Company”), and the individual named below (“Grantee”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Nuvectra Corporation Equity Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
RESTRICTED LICENSE AGREEMENTRestricted License Agreement • March 18th, 2016 • Nuvectra Corp • Surgical & medical instruments & apparatus • New York
This RESTRICTED LICENSE AGREEMENT (the “License Agreement”), dated March 14, 2016 (the “Effective Date”), is by and between QIG GROUP, LLC, a Delaware limited liability company (hereinafter referred to as “Licensor”) and GREATBATCH LTD., a New York corporation (hereinafter referred to as “Licensee”). The Licensor and the Licensee are sometimes referred to herein collectively as the “parties” and individually as a “party.”
AGREEMENT OF SUBLEASESublease Agreement • March 18th, 2016 • Nuvectra Corp • Surgical & medical instruments & apparatus • Texas
THIS AGREEMENT OF SUBLEASE (the “Sublease”), made as of the 14th day of March, 2016, by and between GREATBATCH LTD., a New York corporation, whose business address is 10000 Wehrle Drive, Clarence, New York 14031 (“Sublandlord”), and QiG GROUP, LLC, a Delaware limited liability company, whose business address is 5830 Granite Parkway, 11th Floor, Plano, Texas 75024 (“Subtenant”).
