EMPHASYS MEDICAL, INC. Common Stock, par value $0.001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • November 13th, 2007 • Emphasys Medical, Inc. • Surgical & medical instruments & apparatus • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 21st, 2007 • Emphasys Medical, Inc. • Delaware
Both the Company and Indemnitee recognize that highly competent persons have become more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation.
LOAN AND SECURITY AGREEMENT Dated as of September 5, 2007 between EMPHASYS MEDICAL, INC. a Delaware corporation, as “Borrower”, and VENTURE LENDING & LEASING IV, INC., a Maryland corporation, and VENTURE LENDING & LEASING V, INC., a Maryland...Loan and Security Agreement • September 21st, 2007 • Emphasys Medical, Inc. • California
The Borrower and each of Venture Lending & Leasing IV, Inc. (“VLL4”) and Venture Lending & Leasing V, Inc. (“VLL5”) have entered or anticipate entering into one or more transactions pursuant to which each Lender severally and not jointly agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrower and Lender which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties (collectively referred to as this “Agreement”).
SEAPORT CENTRE SEAPORT CENTRE EAST REDWOOD CITY, CALIFORNIA OFFICE LEASE AGREEMENT BETWEEN CA-SEAPORT CENTRE LIMITED PARTNERSHIP, a Delaware limited partnership (“LANDLORD”) AND EMPHASYS MEDICAL CENTER, INC., a Delaware corporation (“TENANT”)Office Lease Agreement • September 21st, 2007 • Emphasys Medical, Inc. • California
THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of the 31st day of October, 2003, by and between CA-SEAPORT CENTRE LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and EMPHASYS MEDICAL, INC., a Delaware corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of the Lease: Exhibit A (Outline and Location of Premises), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations), Exhibit F (Additional Provisions), Exhibit F-1 (Outline and Location of Refusal Space) and Exhibit G (Parking Agreement).
LOAN AND SECURITY AGREEMENT Dated as of September 5, 2007 between EMPHASYS MEDICAL, INC. a Delaware corporation, as “Borrower”, and VENTURE LENDING & LEASING IV, INC., a Maryland corporation, and VENTURE LENDING & LEASING V, INC., a Maryland...Loan and Security Agreement • October 29th, 2007 • Emphasys Medical, Inc. • Surgical & medical instruments & apparatus • California
The Borrower and each of Venture Lending & Leasing IV, Inc. (“VLL4”) and Venture Lending & Leasing V, Inc. (“VLL5”) have entered or anticipate entering into one or more transactions pursuant to which each Lender severally and not jointly agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrower and Lender which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties (collectively referred to as this “Agreement”).
EMPHASYS MEDICAL, INC. EMPLOYMENT AGREEMENTEmployment Agreement • September 21st, 2007 • Emphasys Medical, Inc. • California
This Employment Agreement (the “Agreement”) is made and entered into as of August 6, 2007 (the “Effective Date”), by and between Emphasys Medical, Inc., a Delaware corporation (the “Company”), and John G. McCutcheon (“Employee”).
CROSS-LICENSE AGREEMENTCross-License Agreement • October 29th, 2007 • Emphasys Medical, Inc. • Surgical & medical instruments & apparatus • Delaware
This cross-license agreement is effective this 21st day of January, 2005 (“Effective Date”), by and between SPIRATION, Inc., a Delaware corporation with principal offices in Redmond, Washington, (hereinafter “Spiration”), and EMPHASYS MEDICAL, INC., a Delaware corporation with principal offices in Redwood City, California (hereinafter “Emphasys”).
EMPHASYS MEDICAL, INC. AMENDMENT TO FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 21st, 2007 • Emphasys Medical, Inc.
This Amendment (the “Amendment”) to the Fourth Amended and Restated Investors’ Rights Agreement dated June 29, 2006 (the “Agreement”), is made as of this 5th day of September 2007 by and among Emphasys Medical, Inc., a Delaware corporation (the “Company”), the undersigned holders of Registrable Securities (as such term is defined therein) (the “Purchasers”) and each of Venture Lending & Leasing IV, LLC (“VLL IV”) and Venture Lending & Leasing V, LLC (“VLL V”).
EMPHASYS MEDICAL, INC. FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTRights Agreement • September 21st, 2007 • Emphasys Medical, Inc. • California
This Fourth Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of the 29th day of June 2006, by and among Emphasys Medical, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock listed on Exhibit A attached hereto (the “Prior Investors”), and the holders of the Company’s Series E Preferred Stock also listed on Exhibit A attached hereto (the “Series E Investors,” and, together with the Prior Investors, the “Investors”).
AMENDMENT TO OFFICE LEASE AGREEMENT Seaport Centre EastOffice Lease Agreement • September 21st, 2007 • Emphasys Medical, Inc.
THIS AMENDMENT TO OFFICE LEASE AGREEMENT (“Amendment”) is dated as of April 3, 2007 (the “Effective Date”), and is entered into by SLOUGH REDWOOD CITY, LLC, a Delaware limited liability company (“Landlord”) and EMPHASYS MEDICAL, INC., a Delaware corporation (“Tenant”), with reference to the following facts:
