Endologix Inc /De/ Sample Contracts

AGREEMENT
License Agreement • September 30th, 2003 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • California
1 EXHIBIT 2.3 AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • November 12th, 1996 • Cardiovascular Dynamics Inc • Surgical & medical instruments & apparatus • California
ARTICLE 1. DEFINITIONS AND INTERPRETATION
Loan Agreement • March 27th, 2002 • Radiance Medical Systems Inc /De/ • Surgical & medical instruments & apparatus • California
R E C I T A L
Employment Agreement • March 29th, 2001 • Radiance Medical Systems Inc /De/ • Surgical & medical instruments & apparatus • California
R E C I T A L
Employment Agreement • March 31st, 1999 • Radiance Medical Systems Inc /De/ • Surgical & medical instruments & apparatus • California
AGREEMENT
Supply Agreement • November 9th, 2006 • Endologix Inc /De/ • Surgical & medical instruments & apparatus
EXHIBIT 10.34.5 BEBIG GmbH Amendment V ---------------------------------------- ----------------------------------------
License Agreement • March 27th, 2002 • Radiance Medical Systems Inc /De/ • Surgical & medical instruments & apparatus
R E C I T A L
Employment Agreement • March 26th, 2004 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • California
AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 8, 2002 BY AND AMONG RADIANCE MEDICAL SYSTEMS, INC.,
Agreement and Plan of Merger • March 27th, 2002 • Radiance Medical Systems Inc /De/ • Surgical & medical instruments & apparatus • California
ENDOLOGIX, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent INDENTURE Dated as of February 24, 2020 5.0% Voluntary Convertible Senior Secured Notes due 2024
Indenture • February 24th, 2020 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • New York

INDENTURE dated as of February 24, 2020 between ENDOLOGIX, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) having its principal office at 11 Studebaker, Irvine, California 92618, and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee,” as more fully set forth in Section 1.01) and as Collateral Agent (as defined herein).

R E C I T A L
Employment Agreement • September 11th, 2000 • Radiance Medical Systems Inc /De/ • Surgical & medical instruments & apparatus • California
UNDERWRITING AGREEMENT
Radiance Medical Systems Inc /De/ • August 24th, 2000 • Surgical & medical instruments & apparatus • New York
RECITALS
Employment Agreement • March 27th, 2002 • Radiance Medical Systems Inc /De/ • Surgical & medical instruments & apparatus
LONG TERM NOTE
Radiance Medical Systems Inc /De/ • March 29th, 2001 • Surgical & medical instruments & apparatus • Delaware
2,700,000 Shares Endologix, Inc. Common Stock PURCHASE AGREEMENT
Purchase Agreement • May 31st, 2012 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • New York

Endologix, Inc., a Delaware corporation (the “Company”) proposes to sell to Piper Jaffray & Co. (the “Underwriter”) an aggregate of 2,700,000 shares (the “Firm Shares”) of Common Stock, $0.001 par value per share (the “Common Stock”), of the Company. The Company has also granted to the Underwriter an option to purchase up to 405,000 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”

RECITALS
Employment Agreement • April 14th, 2000 • Radiance Medical Systems Inc /De/ • Surgical & medical instruments & apparatus
RECITALS
Employment Agreement • May 2nd, 2001 • Radiance Medical Systems Inc /De/ • Surgical & medical instruments & apparatus
ENDOLOGIX, INC. EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • August 13th, 2019 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • New York

As further set forth in this agreement (this “Agreement”), Endologix, Inc., a company organized under the laws of Delaware (the “Company”), proposes to issue and sell from time to time through Piper Jaffray & Co. (the “Agent”), as sales agent, the Company’s common stock, par value $0.001 per share (the “Common Stock”) (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of shares of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.

RECITALS
Employment Agreement • April 14th, 2000 • Radiance Medical Systems Inc /De/ • Surgical & medical instruments & apparatus
1 OEM AGREEMENT
Oem Agreement • October 21st, 1996 • Cardiovascular Dynamics Inc • Surgical & medical instruments & apparatus • Minnesota
ENDOLOGIX, INC. Common Stock ($0.001 par value per share) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENT
Terms Agreement • May 31st, 2018 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • New York

Endologix, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”), as sales agent and/or principal (“Agent”), shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000 on the terms set forth in Section 2 of this At-The-Market Equity Offering Sales Agreement (the “Agreement”). The Company agrees that whenever it determines to sell Shares directly to the Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3.

Amendment IV
License Agreement • July 27th, 2001 • Radiance Medical Systems Inc /De/ • Surgical & medical instruments & apparatus
RECITALS
Employment Agreement • March 27th, 2002 • Radiance Medical Systems Inc /De/ • Surgical & medical instruments & apparatus
CREDIT AGREEMENT
Credit Agreement • March 5th, 2010 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • California

THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of October 30, 2009, by and between ENDOLOGIX, INC. (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

EMPLOYMENT AGREEMENT
Employment Agreement • August 9th, 2019 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • California

THIS EMPLOYMENT AGREEMENT (this “Agreement”), effective as of January 7, 2019 (the “Effective Date”), is entered into by and between ENDOLOGIX, Inc., a Delaware corporation (the “Company”), and Mr. John Zehren (the “Executive”).

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 10th, 2018 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • New York

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 9, 2018, by and among Endologix, Inc., a Delaware corporation (the “Company”), and Deerfield Private Design Fund IV, L.P., Deerfield Partners, L.P. and Deerfield Private Design Fund III, L.P. (each individually, a “Lender” and together, the “Lenders”).

ENDOLOGIX, INC. (a Delaware corporation) 2.25% Convertible Senior Notes due 2018 UNDERWRITING AGREEMENT
Underwriting Agreement • December 6th, 2013 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • New York

The undersigned, a stockholder and an officer and/or director of Endologix, Inc., a Delaware corporation (the “Company”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company providing for the public offering (the “Public Offering”) of $75,000,000 aggregate principal amount of the Company’s Convertible Senior Notes (the “Securities”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 90 days from the date of the Underwriting Agreement (the “Lock-up Period”), the undersigned will not, wi

AGREEMENT AND PLAN OF MERGER by and among ENDOLOGIX, INC., TETON MERGER SUB, INC., and TRIVASCULAR TECHNOLOGIES, INC. Dated as of October 26, 2015
Agreement and Plan of Merger • October 26th, 2015 • Endologix Inc /De/ • Surgical & medical instruments & apparatus • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of October 26, 2015 (this “Agreement”), is by and among Endologix, Inc., a Delaware corporation (“Parent”), Teton Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of Parent (“Merger Sub”), and TriVascular Technologies, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.”

RECITALS
Employment Agreement • March 26th, 2004 • Endologix Inc /De/ • Surgical & medical instruments & apparatus