] Shares TranS1 Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 28th, 2007 • Trans1 Inc • Surgical & medical instruments & apparatus • New York
Lehman Brothers Inc. Piper Jaffray & Co. As Representatives of the several Underwriters named in Schedule 1 attached hereto, c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019 and c/o Piper Jaffray & Co. 800 Nicollet Mall Minneapolis, Minnesota 55402
6,200,000 Shares TranS1 Inc. Common Stock PURCHASE AGREEMENTPurchase Agreement • September 26th, 2011 • Trans1 Inc • Surgical & medical instruments & apparatus • New York
TranS1 Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 6,200,000 shares (the “Firm Shares”) of Common Stock, $0.0001 par value per share (the “Common Stock”), of the Company. The Company has also granted to the Underwriters an option to purchase up to 930,000 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.”
ContractWarrant Agreement • December 3rd, 2013 • Baxano Surgical, Inc. • Surgical & medical instruments & apparatus • California
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 14th, 2014 • Baxano Surgical, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 11, 2014, by and among Baxano Surgical, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 3rd, 2013 • Baxano Surgical, Inc. • Surgical & medical instruments & apparatus • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of December 3, 2013 and is entered into by and between BAXANO SURGICAL, INC., a Delaware corporation (“Borrower”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Lender”).
EMPLOYMENT SEVERANCE AGREEMENTEmployment Severance Agreement • November 9th, 2011 • Trans1 Inc • Surgical & medical instruments & apparatus • North Carolina
This Employment Severance Agreement (the “Agreement”) is made and entered into effective as of November , 2011 (the “Effective Date”), by and between (the “Employee”) and TranS1 Inc. (the “Company”).
PURCHASE AGREEMENTPurchase Agreement • December 3rd, 2013 • Baxano Surgical, Inc. • Surgical & medical instruments & apparatus • New York
PURCHASE AGREEMENT (the “Agreement”), dated as of December 3, 2013, by and between BAXANO SURGICAL, INC., a Delaware corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
TRANS1 INC. STOCK OPTION AGREEMENTStock Option Agreement • March 7th, 2013 • Trans1 Inc • Surgical & medical instruments & apparatus • Delaware
This Stock Option Agreement (the “Agreement”) is entered into as of , by and between TranS1 Inc., a Delaware corporation (the “Company”), and (the “Optionee”) pursuant to the Company’s 2007 Stock Incentive Plan (the “Plan”). Any capitalized term not defined herein shall have the same meaning ascribed to it in the Plan.
DISTRIBUTION AGREEMENTDistribution Agreement • February 1st, 2013 • Trans1 Inc • Surgical & medical instruments & apparatus • North Carolina
THIS AGREEMENT is entered and executed as of October 9th, 2012 (“Effective Date”), by and between TranS1 Inc., a Delaware corporation with its principal place of business at 301 Government Center Drive, Wilmington, NC 28403 (“TRANS1”) and Jiade Sunshine, a limited liability incorporated in the People’s Republic of China with its principal place of business at Room 315, West 3 Building, No.83 Fuxing Road, Haidian District Beijing China, Post code:100039 (“Distributor”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 3rd, 2013 • Baxano Surgical, Inc. • Surgical & medical instruments & apparatus
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 15, 2012 (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 BAXANO, INC., a Delaware corporation with offices located at 655 River Oaks Parkway, San Jose, CA 95143 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
SUBORDINATION AGREEMENTSubordination Agreement • September 24th, 2014 • Baxano Surgical, Inc. • Surgical & medical instruments & apparatus • California
This Subordination Agreement is made as of ______________, 2014 by and among each of the undersigned creditors (individually, a “Creditor” and, collectively, the “Creditors”), BAXANO SURGICAL, INC., a Delaware corporation (“Borrower”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC. (the “Lender”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 5th, 2013 • Trans1 Inc • Surgical & medical instruments & apparatus • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of the 3rd day of March, 2013, by and between TranS1 Inc. (the “Company”), a Delaware corporation, with its principal offices at 301 Government Center Drive, Wilmington, NC 28403 and each of the Investors (as defined below).
TranS1 Inc. SERIES C PREFERRED STOCK PURCHASE AGREEMENTSeries C Preferred Stock Purchase Agreement • September 4th, 2007 • Trans1 Inc • Surgical & medical instruments & apparatus • Delaware
FIRST AMENDMENT TO LEASELease • August 14th, 2013 • Baxano Surgical, Inc. • Surgical & medical instruments & apparatus
This First Amendment to Lease (this “Amendment”) is made as of the __ day of June, 2013, by and between SUN LIFE ASSURANCE COMPANY OF CANADA, a Canadian corporation (“Landlord”), and BAXANO SURGICAL, INC., a Delaware corporation (“Tenant”) (NASDAQ symbol BAXS).
EXHIBIT A LEGAL DESCRIPTION (2.15 AC) LT 31 SEC 20 LANDMARK INDUSTRIAL PARKTrans1 Inc • July 24th, 2007
MODIFICATION AGREEMENTModification Agreement • July 14th, 2014 • Baxano Surgical, Inc. • Surgical & medical instruments & apparatus
THIS MODIFICATION AGREEMENT (the “Modification Agreement”) is entered into this 11th day of July 2014, by and between BAXANO SURGICAL, INC., a Delaware corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (“LPC”). Capitalized terms used herein that are not defined shall have the meaning ascribed to them in that certain Purchase Agreement by and between the Company and LPC and dated as of December 3, 2013 (the “Purchase Agreement”).
GENERAL RELEASE AND SEVERANCE AGREEMENTGeneral Release and Severance Agreement • August 14th, 2013 • Baxano Surgical, Inc. • Surgical & medical instruments & apparatus • North Carolina
This GENERAL RELEASE AND SEVERANCE AGREEMENT (the “GENERAL RELEASE AGREEMENT”) is made and entered into between TranS1 Inc., a Delaware corporation having a principal place of business in North Carolina (the “Company”) and Dwayne Montgomery, a resident of the state of Tennessee, employed by the Company in North Carolina (the “Employee”). Throughout the remainder of this GENERAL RELEASE AGREEMENT, the Company and Employee may be collectively referred to as “the parties.”
GENERAL RELEASE AND SEVERANCE AGREEMENTSupplemental General Release Agreement • March 14th, 2014 • Baxano Surgical, Inc. • Surgical & medical instruments & apparatus • North Carolina
This GENERAL RELEASE AND SEVERANCE AGREEMENT (the “GENERAL RELEASE AGREEMENT”) is made and entered into between Baxano Surgical Inc., a Delaware corporation having a principal place of business in North Carolina (the “Company”) and Frederic Feiler, a resident of North Carolina (the “Employee”). Throughout the remainder of this GENERAL RELEASE AGREEMENT, the Company and Employee may be collectively referred to as “the parties.”
TranS1 Inc. SERIES C PREFERRED STOCK PURCHASE AGREEMENTSeries C Preferred Stock Purchase Agreement • September 28th, 2007 • Trans1 Inc • Surgical & medical instruments & apparatus • Delaware
NORTH CAROLINA COUNTY OF NEW HANOVER LEASE AGREEMENTHanover Lease Agreement • March 11th, 2010 • Trans1 Inc • Surgical & medical instruments & apparatus • North Carolina
THIS AGREEMENT OF LEASE (this “Lease”) is made this 30th day of July, 2009, by and between MARKET PLACE GROUP, LLC, a North Carolina limited liability company (“Landlord”), and TRANS1, INC., a North Carolina corporation (“Tenant”).
TranS1 Inc. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • July 24th, 2007 • Trans1 Inc • Delaware
This Third Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of September 20, 2005 (the “Effective Date”), by and among TranS1 Inc., a Delaware corporation (the “Company”), the Prior Investors (as defined herein), and the persons and entities listed on Exhibit A attached hereto (the “New Investors”).
TranS1 Inc. STOCK OPTION AGREEMENT Type of Option (check one): o Incentive o NonqualifiedStock Option Agreement • July 24th, 2007 • Trans1 Inc • Delaware
This Stock Option Agreement (the “Agreement”) is entered into as of by and between TranS1 Inc., a Delaware corporation (the “Company”), and (the “Optionee”) pursuant to the Company’s 2000 Stock Incentive Plan (the “Plan”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 3rd, 2013 • Baxano Surgical, Inc. • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of May 31, 2013, by and 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 of the Loan Agreement (as defined below) or otherwise party thereto from time to time (each a “Lender” and collectively, the “Lenders”) 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”), and BAXANO SURGICAL, INC. (“New Borrower”) (formerly known as TRANS1 INC.), a Delaware corporation with offices located at 110 Horizon Drive, Raleigh, NC 27615, as successor by merger to BAXANO, INC., a Delaware corporation with offices located at 655 River Oaks Parkway, San Jose, CA 95143 (“Original Borrower”).
SUBORDINATION AGREEMENTSubordination Agreement • September 24th, 2014 • Baxano Surgical, Inc. • Surgical & medical instruments & apparatus • California
This Subordination Agreement is made as of ________, 2014 by and among each of the undersigned creditors (individually, a “Creditor” and, collectively, the “Creditors”), BAXANO SURGICAL, INC., a Delaware corporation (“Borrower”), and the undersigned lenders (individually, a “Lender” and collectively, the “Lenders”).
SECURITIES PURCHASE AGREEMENTSubsidiary Guarantee • September 24th, 2014 • Baxano Surgical, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 23, 2014, by and among Baxano Surgical, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SEPARATION AGREEMENTSeparation Agreement • February 25th, 2010 • Trans1 Inc • Surgical & medical instruments & apparatus • North Carolina
This Separation Agreement (this “Agreement”) is made and entered into by TRANS1 INC., a Delaware corporation (“Company”) and MICHAEL LUETKEMEYER (“Luetkemeyer”).
WAKE COUNTY LEASE MODIFICATION AGREEMENT NO. 1Lease Modification Agreement • March 7th, 2013 • Trans1 Inc • Surgical & medical instruments & apparatus
THIS LEASE MODIFICATION AGREEMENT NO. 1 (this “Agreement”) is made and entered into as of this 27 day of January, 2012 (the “Execution Date”), by and between Six Forks Capital, LLC, a Delaware limited liability company (“Landlord”), and Trans1, Inc., a Delaware corporation authorized to conduct business in the State of North Carolina (“Tenant”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 10th, 2013 • Trans1 Inc • Surgical & medical instruments & apparatus • Delaware
This First Amendment (this “First Amendment”) to Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 3, 2013, by and among TranS1 Inc., a Delaware corporation (“TranS1”), RacerX Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of TranS1 (“Transitory Subsidiary”), Baxano, Inc., a Delaware corporation (“Baxano”), and Sumeet Jain and David Schulte, solely as the Securityholder Representatives following appointment pursuant to Section 10.14(a) of the Merger Agreement, shall be effective April 10, 2013 (the “Effective Date”). Terms that are used herein with initial capital letters and that are not otherwise defined shall have the meanings given to them in the Merger Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • June 3rd, 2013 • Baxano Surgical, Inc. • Surgical & medical instruments & apparatus • North Carolina
This Employment Agreement (the “Agreement”) is made and entered into effective as of the Effective Date (as defined in Section 4 below) (the “Effective Date”), by and between Greg Welsh (the “Employee”) and TranS1 Inc., a Delaware Corporation (the “Company”).
EXCLUSIVE LICENSE AGREEMENT LATERAL SPINE SURGERY TECHNOLOGYExclusive License Agreement • March 7th, 2013 • Trans1 Inc • Surgical & medical instruments & apparatus • New York
THIS EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) dated as of January 24, 2011 (the “Effective Date”), is entered into between Mitchell A. Hardenbrook, M.D. and MH Brook, Inc. (collectively, “Licensor”), having a place of business at 50 Connelly Hill, Hopkinton, MA 01748 and TranS1, Inc., a Delaware corporation (“TranS1”), having a place of business at 301 Government Center Drive, Wilmington, NC 28403.
BAXANO SURGICAL, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • January 8th, 2014 • Baxano Surgical, Inc. • Surgical & medical instruments & apparatus • Delaware
This Restricted Stock Unit Award Agreement (the “Agreement”) is entered into as of __________, 20__, (the “Grant Date”) by and between Baxano Surgical, Inc., a Delaware corporation (the “Company”), and _____________________ (the “Participant”) pursuant to the Company’s 2007 Stock Incentive Plan (the “Plan”). Any capitalized term not defined herein shall have the same meaning ascribed to it in the Plan.
TRANS1 INC. INDEMNIFICATION AGREEMENTTrans1 Inc. Indemnification Agreement • July 24th, 2007 • Trans1 Inc • Delaware
This Indemnification Agreement (“Agreement”) is entered into as of the th day of , , by and between TranS1 Inc., a Delaware corporation (the “Company”) and the Indemnitee identified on the signature page hereto (the “Indemnitee”).
BAXANO SURGICAL, INC. STOCK OPTION AGREEMENTStock Option Agreement • August 14th, 2013 • Baxano Surgical, Inc. • Surgical & medical instruments & apparatus • Delaware
This Stock Option Agreement (the “Agreement”) is entered into as of , by and between Baxano Surgical, Inc., a Delaware corporation (the “Company”), and (the “Optionee”) pursuant to the Company’s 2007 Stock Incentive Plan (the “Plan”). Any capitalized term not defined herein shall have the same meaning ascribed to it in the Plan.
SETTLEMENT AGREEMENTSettlement Agreement • July 3rd, 2013 • Baxano Surgical, Inc. • Surgical & medical instruments & apparatus • Maryland
This Settlement Agreement ("Agreement") is entered into among the United States of America, acting through the United States Department of Justice and on behalf of the Office of Inspector General of the Department of Health and Human Services ("0IG-HHS"), the TRICARE Management Activity ("TMA"), the United States Office of Personnel Management ("OPM"), the United States Department of Veterans Affairs ("VA"), and Office of Workers' Compensation Programs of the United States Department of Labor ("DOL-OWCP") (collectively "the United States"); Kevin J. Ryan ("Relator"); and TranS1, Inc., now known as Baxano Surgical, Inc., ("TranS1"), through their authorized representatives. Collectively, all of the above will be referred to as "the Parties."
S T R A D L I N G Y O C C A C A R L S O N & R A U T H A PROFESSIONAL CORPORATION ATTORNEYS AT LAW 660 NEWPORT CENTER DRIVE, SUITE 1600 NEWPORT BEACH, CA 92660-6422 TELEPHONE (949) 725-4000 FACSIMILE (949) 725-4100Trans1 Inc • September 26th, 2011 • Surgical & medical instruments & apparatus
