AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 9th, 2016 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of June 30, 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 SENSEONICS, INCORPORATED with an office located at 20451 Seneca Meadows Parkway, Germantown, Maryland 20876 and SENSEONICS HOLDINGS, INC., a Delaware corporation (formerly ASN TECHNOLOGIES, INC., a Nevada corporation) with offices located at 20451 Seneca Mead
ContractWarrant Agreement • August 9th, 2016 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control • 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 COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
DISTRIBUTION AGREEMENT between Senseonics Incorporated 20451 Seneca Meadows Parkway Germantown, MD 20876-7005 USA “SENSEONICS” and Roche Diagnostics International AG Basel Branch Diabetes Care Peter Merian-Weg 4 4052 Basel Switzerland and Roche...Distribution Agreement • August 9th, 2016 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control
WHEREAS, SENSEONICS and ROCHE (the “Parties”, or individually a “Party”) desire to have SENSEONICS manufacture and supply to ROCHE a continuous glucose monitoring product and to have ROCHE exclusively distribute and sell the continuous glucose monitoring product in the Territory under the terms and conditions stated herein.
SECURED PROMISSORY NOTE (Term [A][B][c][D] Loan)Secured Promissory Note • August 9th, 2016 • Senseonics Holdings, Inc. • Industrial instruments for measurement, display, and control
FOR VALUE RECEIVED, the undersigned, SENSEONICS, INCORPORATED, a Delaware corporation with offices located at 20451 Seneca Meadows Parkway, Germantown, Maryland 20876 and SENSEONICS HOLDINGS, INC. a Delaware corporation (formerly ASN TECHNOLOGIES, INC. a Nevada corporation), with offices located at 20451 Seneca Meadows Parkway, Germantown, Maryland 20876 (individually, collectively, jointly and severally “Borrower”) (“Borrower”) HEREBY PROMISES TO PAY to the order of [OXFORD FINANCE LLC][SILICON VALLEY BANK] (“Lender”) the principal amount of [___________] MILLION DOLLARS ($______________) or such lesser amount as shall equal the outstanding principal balance of the Term [A][B][C][D] Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of such Term [A][B][C][D] Loan, at the rates and in accordance with the terms of the Loan and Security Agreement dated June [_], 2016 by and among Borrower, Lender, Oxford Finance LLC, as Collateral Agent, and the other
