TISSUELINK MEDICAL, INC WARRANT TO PURCHASE SHARES OF SERIES PREFERRED STOCKSalient Surgical Technologies, Inc. • April 25th, 2008 • Electromedical & electrotherapeutic apparatus • Delaware
THIS CERTIFIES THAT, for value received, HORIZON TECHNOLOGY FUNDING COMPANY II LLC and its assignees are entitled to subscribe for and purchase that number of shares of Series Preferred Stock (as adjusted pursuant to Section 4 hereof, the “Shares”) of TISSUELINK MEDICAL, INC., a Delaware corporation (the “Company”), as is determined pursuant to the next paragraph hereof at the price per share as is determined pursuant to the next paragraph hereof (such price and such other price as shall result, from time to time, from the adjustments specified in Section 4 hereof is herein referred to as the “Warrant Price”), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, (a) the term “Series Preferred” shall mean, (i) if the Warrant Price is less than $1.263, shares of the Company’s convertible preferred stock sold in the Company’s next Qualified Financing (as defined below) or (ii) if the Warrant Price is equal to $1.263, the Company’s presently au
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 13th, 2008 • Salient Surgical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Agreement, made and entered into this day of , 2008 (“Agreement”), by and between Salient Surgical Technologies, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”):
WARRANT TO PURCHASE 166,667 SHARES OF SERIES E CONVERTIBLE PREFERRED STOCKSalient Surgical Technologies, Inc. • May 19th, 2008 • Electromedical & electrotherapeutic apparatus • New York
THIS CERTIFIES THAT, for value received, Oxford Finance Corporation (“Holder”) is entitled to subscribe for and purchase One Hundred Sixty-Six Thousand Six Hundred and Sixty-Seven (166,667) shares of fully paid and nonassessable Series E Convertible Preferred Stock of Salient Surgical Technologies, Inc., a Delaware corporation (the “Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Preferred Stock” shall mean Company’s presently authorized Series E Convertible Preferred Stock, $0.01 par value per share, and any stock into which such Preferred Stock may hereafter be converted or exchanged and the term “Warrant Shares” shall mean the shares of Preferred Stock which Holder may acquire pursuant to this Warrant and any other shares of stock into which such shares of Preferred Stock may hereafter be converted or exchanged; provided, however, in the event all outstanding Prefer
AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • May 19th, 2008 • Salient Surgical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York
This AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of April 30, 2008 (together with all amendments, if any, from time to time hereto, this “Pledge Agreement”) by and among Salient Surgical Technologies, Inc. (“Borrower”), Salient, Inc. (“Holdings”) (Borrower and Holdings are collectively the “Pledgors” and each a “Pledgor”) and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GECC”), in its capacity as Agent for the Lenders (together with any successors, endorsees and assigns, “Agent”).
LICENSE AGREEMENTLicense Agreement • June 13th, 2008 • Salient Surgical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • Minnesota
This License Agreement is made this 9th day of August, 1999 (the “Effective Date”), by and among Virtuel Medical Devices, Inc. (“Licensee”), a Delaware corporation, and Medtronic, Inc. (“Medtronic”), a Minnesota corporation.
TISSUELINK MEDICAL, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 19th, 2008 • Salient Surgical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Amended and Restated Investors’ Rights Agreement is made as of February 12, 2007, by and among TissueLink Medical, Inc., a Delaware corporation (the “Company”), the investors listed on Schedule A hereto (each a “Purchaser” and collectively the “Purchasers”), Medtronic, Inc. (“Medtronic” and, together with the Purchasers, the “Investors”), and the other stockholders of the Company listed from time to time on Schedule B hereto (the “Management Stockholders” and, together with the Investors, the “Stockholders”) and amends and restates in its entirety the Amended and Restated Investors’ Rights Agreement dated as of January 31, 2003 (the “2003 Investors’ Rights Agreement”) entered into in connection with the issuance of shares of Series D Convertible Preferred Stock of the Company (“Series D Preferred”) to certain of the Investors, as supplemented by the Instrument of Joinder to Amended and Restated Investors’ Rights Agreement of TissueLink Medical, Inc., dated May 24, 2005, whereby Ho
REFERENCE DATA LEASELease • June 13th, 2008 • Salient Surgical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New Hampshire
This LEASE (hereinafter “Lease”), is entered into by and between 200 INTERNATIONAL LIMITED PARTNERSHIP, a Delaware limited partnership, having an address of One New Hampshire Avenue, Suite 101, Portsmouth, New Hampshire 03801 hereinafter “Sublessor”), and TISSUELINK MEDICAL, INC., a Delaware corporation, having an address as set forth in the reference data to this Lease (hereinafter “Sublessee”).
AMENDED AND RESTATED GUARANTYGuaranty • May 19th, 2008 • Salient Surgical Technologies, Inc. • Electromedical & electrotherapeutic apparatus
This AMENDED AND RESTATED GUARANTY (this “Guaranty”), dated as of April 30, 2008 by and among the Guarantor identified as such on the signature page hereof (“Guarantor”), and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GECC”), individually and as agent (in such capacity and together with any successors, endorsees and assigns, “Agent”) for itself and the lenders from time to time signatory to the Loan Agreement hereinafter defined (“Lenders”).
CONTRACT MANUFACTURING GENERAL AGREEMENTContract Manufacturing General Agreement • April 25th, 2008 • Salient Surgical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New Hampshire
This Manufacturing Agreement (the “Agreement”) is entered into as of this 10th day of November, 2004, by and between TissueLink Medical, Inc., a Delaware corporation, having its principal place of business at 1 Washington Center, Suite 400, Dover, NH 03820 (the “Customer”), and Design Standards Corporation, a Connecticut corporation, having its principal place of business at CEDA Industrial Park, P.O. Box 1620, Charlestown, NH 03603 (the “Manufacturer”).
Confidentiality AgreementConfidentiality Agreement • April 25th, 2008 • Salient Surgical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New Hampshire
This agreement, made as of , 2007, (the “Effective date”), between TissueLink™ Medical, Inc. (“Tissuelink™”), a corporation organized under the laws of Delaware, and , (the receiving party).
LEASE AGREEMENT Between Washington Street Mill, LLC TissueLink Medical, Inc.Lease Agreement • April 25th, 2008 • Salient Surgical Technologies, Inc. • Electromedical & electrotherapeutic apparatus
Lease Agreement made this 15th day of October 2005, by and between the Washington Street Mill, LLC a New Hampshire limited liability company, having a principal mailing address of 8 Newmarket Road, Durham, New Hampshire 03824 (hereinafter referred to as “Lessor”), and TissueLink Medical, Inc., having a principal mailing address of 1 Washington Street, Suite 400, Dover, New Hampshire, 03820, (herein after referred to as “Lessee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 25th, 2008 • Salient Surgical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS LOAN AND SECURITY AGREEMENT, dated as of March 31, 2008 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is among GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), in its capacity as agent for Lenders (as defined below) (together with its successors and assigns in such capacity, “Agent”), the financial institutions who are or hereafter become parties to this Agreement as lenders (together with GECC, collectively the “Lenders”, and each individually, a “Lender”), Salient Surgical Technologies, Inc., a Delaware corporation (“Borrower”), and the other entities or persons, if any, who are or hereafter become parties to this Agreement as guarantors (each a “Guarantor” and collectively, the “Guarantors”, and together with Borrower, each a “Loan Party” and collectively, “Loan Parties”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 13th, 2008 • Salient Surgical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York
SUPPLY AND DISTRIBUTION AGREEMENTSupply and Distribution Agreement • April 25th, 2008 • Salient Surgical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New Hampshire
THIS AGREEMENT is made and effective the 10, October 2005 (“Effective Date”) between TissueLink Medical, Inc., a Delaware corporation having a place of business at One Washington Center, Suite 400, Dover, NH 03820, USA (“TLM”); and Soering, GmbH, a Germany company having a place of business at Justus-von-Liebig-Ring 2, D-25451, Quickborn, Germany (“SOERING”).
SECURED SUBORDINATED CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant • April 25th, 2008 • Salient Surgical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Secured Subordinated Convertible Note and Warrant Purchase Agreement (this “Agreement”) is made as of September 01, 2006 among Tissuelink Medical, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedules I attached to this Agreement (each an “Investor” and, collectively, the “Investors”).
SALIENT SURGICAL TECHNOLOGIES, INC. Amendment to Secured Subordinated Convertible Promissory Note and Warrant Purchase Agreement Dated: June 11, 2008Warrant Purchase Agreement • June 13th, 2008 • Salient Surgical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
Reference is made hereby to the Secured Subordinated Convertible Promissory Note and Warrant Purchase Agreement dated as of September 1, 2006 (the “Note Purchase Agreement”) by and among Salient Surgical Technologies, Inc., a Delaware corporation (the “Company”) (formerly known as TissueLink Medical, Inc.), and the Investors. All capitalized terms used herein and not separately defined shall have the meaning ascribed to them in the Note Purchase Agreement.
CONTRACT MANUFACTURING GENERAL AGREEMENTContract Manufacturing General Agreement • April 25th, 2008 • Salient Surgical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New Jersey
This Contract Manufacturing General Agreement (the “Agreement”) is entered into as of this 13th day of February 2008 (the “Effective Date”), by and between TissueLink Medical, Inc., a Delaware corporation, having its principal place of business at 1 Washington Center, Suite 400, Dover, NH 03820 (the “Customer”), and The MedTech Group, Inc., a New Jersey corporation, having its principal place of business at 6 Century Road, South Plainfield, NJ 07080 (the “Manufacturer”).
April 30, 2008Salient Surgical Technologies, Inc. • May 19th, 2008 • Electromedical & electrotherapeutic apparatus
As we have discussed, your employment with Salient Surgical Technologies, Inc. (the “Company”) has ended today April 30, 2008 (the “Separation Date”). The purpose of this letter is to confirm the agreement between you and the Company concerning your severance arrangements, as follows:
SALIENT SURGICAL TECHNOLOGIES, INC. Omnibus Amendment to Warrants to Purchase Shares of Series D Convertible Preferred Stock of Salient Surgical Technologies, Inc. (formerly known as TissueLink Medical, Inc.) Dated: June 11, 2008Salient Surgical Technologies, Inc. • June 13th, 2008 • Electromedical & electrotherapeutic apparatus • Minnesota
Reference is made hereby to the License Agreement between Salient Surgical Technologies, Inc. (the “Company”) (formerly known as TissueLink Medical, Inc.) and Medtronic, Inc. (“Medtronic”), dated August 9, 1999 (as amended by Amendment No. 1 dated June 18, 2002, Amendment No. 2 dated March 1, 2004, Amendment No. 3 dated July 18, 2006 and Amendment No. 4 dated April 1, 2007, the “License”) and each warrant issued to Medtronic by the Company pursuant to Section 3.4 of the License (collectively, the “Warrants”). All capitalized terms used herein and not separately defined shall have the meaning ascribed to them in the Warrants.
VIRTUEL MEDICAL DEVICES, INC. Warrant to Purchase Common Stock VALID NO LATER THAN 5:00 P.M., CENTRAL TIME August 9, 2009Salient Surgical Technologies, Inc. • April 25th, 2008 • Electromedical & electrotherapeutic apparatus • Minnesota
THIS CERTIFIES that, for value received Medtronic, Inc. or its registered assigns (the “Holder”), is entitled, subject to the terms and conditions of this warrant (the “Warrant”) set forth below, to subscribe for and purchase the Warrant Shares (as defined below) from Virtuel Medical Devices, Inc., a Delaware corporation (the “Corporation”), at the Warrant Price (as defined below), at any time and from time to time after the Initial Issuance (as defined below) and before the Expiration Date (as defined below).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 19th, 2008 • Salient Surgical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York
SERVICES AGREEMENTServices Agreement • May 19th, 2008 • Salient Surgical Technologies, Inc. • Electromedical & electrotherapeutic apparatus • California
This Services Agreement (the “Agreement”) is entered into as of this 29th day of April, 2008 (the “Effective Date”), by and between Salient Surgical Technologies, Inc., a Delaware corporation, having its principal place of business at One Washington Center, Suite 400, Dover, NH 03820 (fax: 603-742-1488) (“Customer”), and Aubrey Group, Inc., a California corporation, having its principal place of business at 6 Cromwell, Suite 100, Irvine, CA 92618 (fax: 949-581-0177) (“Aubrey Group”).
June 10, 2008Salient Surgical Technologies, Inc. • June 13th, 2008 • Electromedical & electrotherapeutic apparatus • New Hampshire
This Agreement between you and Salient Surgical Technologies, Inc., formerly named and known as TissueLink Medical, Inc., (the “Company”), effective as of the date first written above (the “Effective Date”), amends in part and restates that certain letter agreement of employment between you and the Company dated as of January 22, 2008, that resulted from your promotion to President and Chief Executive Officer (“CEO”) of the Company (the “Original Agreement”), as follows:
FIRST AMENDMENT TO LEASEFirst Amendment • June 13th, 2008 • Salient Surgical Technologies, Inc. • Electromedical & electrotherapeutic apparatus
This First Amendment (the “First Amendment”) to Lease is dated, made and effective as of May 15, 2008, by and among 200 INTERNATIONAL LIMITED PARTNERSHIP, a Delaware limited partnership, having an address at One New Hampshire Avenue, Suite 101, Portsmouth, New Hampshire 03801 (“Sublessor”) and SALIENT SURGICAL TECHNOLOGIES, INC., f/k/a TISSUELINK MEDICAL, INC., a Delaware corporation, having an address at One Washington Center, Suite 400, Dover, New Hampshire 03820 (“Sublessee”).
ContractSalient Surgical Technologies, Inc. • March 13th, 2008 • Minnesota
THIS WARRANT, AND THE SHARES OF SERIES D PREFERRED STOCK ISSUABLE UPON EXERCISE HEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE “SECURITIES ACT”) OR ANY APPLICABLE FOREIGN OR STATE SECURITIES LAWS. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER SUCH ACT OR LAWS UNLESS OFFERRED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT OR LAWS.
ContractSalient Surgical Technologies, Inc. • April 25th, 2008 • Electromedical & electrotherapeutic apparatus • Minnesota
THIS INSTRUMENT OR CERTIFICATE AND THE RIGHTS EVIDENCED HEREBY ARE SUBJECT TO THE TERMS OF THAT CERTAIN SUBORDINATION AGREEMENT, DATED MARCH 31, 2008, AMONG SALIENT SURGICAL TECHNOLOGIES, INC., GENERAL ELECTRIC CAPITAL CORPORATION, AND MEDTRONIC, INC., AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, AND ANY TRANSFEREE BY ACCEPTANCE OF SUCH TRANSFER AGREES TO BE BOUND BY THE TERMS THEREOF.
