Luna Innovations Inc Sample Contracts
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 16th, 2023 • Luna Innovations Inc • Services-commercial physical & biological research • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ___________________ between Luna Innovations Incorporated, a Delaware corporation (the “Company”), and [Indemnitee Name] (“Indemnitee”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 10, 2019 (the “Effective Date”) among (i) SILICON VALLEY BANK, a California corporation (“Bank”), and (ii)...Loan and Security Agreement • March 13th, 2020 • Luna Innovations Inc • Services-commercial physical & biological research • Virginia
LUNA INNOVATIONS INCORPORATED [4,000,000] Shares Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • May 19th, 2006 • Luna Innovations Inc • Services-commercial physical & biological research • New York
Luna Innovations Incorporated, a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [4,000,000] shares of Common Stock, $0.001 par value per share (“Common Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Firm Shares”). The Company also proposes to grant to the Underwriters an option (the “Over-Allotment Option”) to purchase up to [600,000] additional shares of Common Stock to cover over-allotments (the “Option Shares”; the Option Shares, together with the Firm Shares, being hereinafter called the “Securities”) on the terms set forth in Section 3. To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underw
LUNA INNOVATIONS INCORPORATEDStock Option Agreement • February 10th, 2006 • Luna Innovations Inc • Virginia
Unless otherwise defined herein, the terms defined in the 2003 Stock Plan shall have the same defined meanings in this Stock Option Agreement.
AMENDED AND RESTATED STOCK SALE RESTRICTION AGREEMENTStock Sale Restriction Agreement • January 29th, 2007 • Luna Innovations Inc • Services-commercial physical & biological research • Virginia
This Amended and Restated Stock Sale Restriction Agreement (this “Agreement”) is entered into as of January 23, 2007 (the “Effective Date”) by and between Luna Innovations Incorporated, a Delaware corporation (the “Company”) and Kent A. Murphy (“Employee”). The Company and Employee are referred to herein as the “Parties” and each as a “Party.”
VOTING AGREEMENTVoting Agreement • February 2nd, 2015 • Luna Innovations Inc • Services-commercial physical & biological research • Delaware
This VOTING AGREEMENT (“Agreement”) is entered into as of January 30, 2015, by and among ADVANCED PHOTONIX, INC., a Delaware corporation (the “Company”), LUNA INNOVATIONS INCORPORATED, a Delaware corporation (“Parent”) and (“Stockholder”).
LUNA INNOVATIONS INCORPORATED EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2012 • Luna Innovations Inc • Services-commercial physical & biological research • Virginia
This Employment Agreement (the “Agreement”) is entered into as of March 28, 2012 by and between Luna Innovations Incorporated, a Delaware Corporation (the “Company”), and Talfourd H. Kemper, Jr. (“Executive”).
LUNA INNOVATIONS INCORPORATED FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • July 17th, 2009 • Luna Innovations Inc • Services-commercial physical & biological research • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20 , by and between LUNA INNOVATIONS INCORPORATED, a Delaware corporation (the “Company”), and (“Indemnitee”).
SECOND AMENDED AND RESTATED STOCK SALE RESTRICTION AGREEMENTStock Sale Restriction Agreement • March 3rd, 2008 • Luna Innovations Inc • Services-commercial physical & biological research • Virginia
This Second Amended and Restated Stock Sale Restriction Agreement (this “Agreement”) is entered into as of February 27, 2008 (the “Effective Date”) by and between Luna Innovations Incorporated, a Delaware corporation (the “Company”) and Kent A. Murphy (“Employee”). The Company and Employee are referred to herein as the “Parties” and each as a “Party.”
LUNA INNOVATION INCORPORATED EMPLOYMENT AGREEMENTEmployment Agreement • September 1st, 2006 • Luna Innovations Inc • Services-commercial physical & biological research • Virginia
This Agreement is made and entered on August 29, 2006, by and between Luna Innovations Incorporated, its successors, subsidiaries and affiliated companies (the “Company” or “Employer”) and the individual listed on the signature page hereto (the “Executive”) and is effective as of Executive’s first day of employment with the Company. In consideration of the Executive’s employment or continued employment with the Company and other good and valuable consideration, the Executive and the Company agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2021 • Luna Innovations Inc • Services-commercial physical & biological research • Virginia
This Amended and Restated Employment Agreement (the “Agreement”) is entered into effective as of May 1, 2018 (the “Effective Date”), by and between Brian Soller (the “Employee”) and Luna Innovations Incorporated (the “Company”).
ASSET PURCHASE AGREEMENT by and among Luna Technologies, Inc. as Buyer Luna Innovations Incorporated as Buyer Guarantor and Micron Optics, Inc., as Seller Dated October 15, 2018Asset Purchase Agreement • October 16th, 2018 • Luna Innovations Inc • Services-commercial physical & biological research • Virginia
This Asset Purchase Agreement (“Agreement”) is dated October 15, 2018, by and among Luna Technologies, Inc., a Delaware corporation (“Buyer”); Micron Optics, Inc., a Georgia corporation (“Seller”); and, solely for the limited purpose of Section 13.14 hereof, Luna Innovations Incorporated, a Delaware corporation (“Buyer Guarantor”).
LICENSE AGREEMENT UNITED STATES OF AMERICA AND LUNA INNOVATIONS, INCORPORATED NONEXCLUSIVE LICENSE AGREEMENT DN-982License Agreement • May 19th, 2006 • Luna Innovations Inc • Services-commercial physical & biological research
This License Agreement (“Agreement”) is entered into between the National Aeronautics and Space Administration (NASA), an agency of the United States Government, hereinafter referred to as LICENSOR, having its headquarters at Washington, D.C., and Luna Innovations, Inc., a corporation of the Commonwealth of Virginia, having its principal place of business at 2851 Commerce Street SE, Blacksburg, Virginia 26040, hereinafter referred to as LICENSEE, as of the date of execution of the last PARTY hereto.
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • May 19th, 2006 • Luna Innovations Inc • Services-commercial physical & biological research • Virginia
This agreement (“Agreement”) is made by and between Luna Innovations, Inc., a Virginia corporation having an address at 2851 Commerce Street, Blacksburg, Virginia 24062 (“LICENSEE”) and Virginia Tech Intellectual Properties, Inc., a non-profit organization having an address at 1872 Pratt Drive, Suite 1625, Blacksburg, Virginia 24060 (“VTIP”).
LUNA INNOVATIONS INCORPORATED WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • January 15th, 2010 • Luna Innovations Inc • Services-commercial physical & biological research • Delaware
THIS CERTIFIES THAT, for value received, Carilion Clinic, formerly known as Carilion Health System, or assigns, with its principal office at Carilion Roanoke Memorial Hospital, First Floor, 1906 Belleview Ave., Roanoke, Virginia 24033 (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from LUNA INNOVATIONS INCORPORATED, a Delaware corporation, with its principal office at 1 Riverside Circle, Suite 400, Roanoke, Virginia 24016 (the “Company”) up to that number of the Exercise Shares of the Common Stock, par value $0.001, of the Company (the “Common Stock”) determined in accordance with the terms of this Warrant and the attachments hereto (the “Warrant”).
CONFIDENTIAL SETTLEMENT AGREEMENTConfidential Settlement Agreement • March 26th, 2010 • Luna Innovations Inc • Services-commercial physical & biological research
This Confidential Settlement Agreement (“Agreement”) is entered into as of December 11, 2009, by and between Luna Innovations, Inc. (“Luna”) and Luna Technologies, Inc. (“Luna Technologies”) (collectively, the “Debtors”), and Hansen Medical, Inc. (“Hansen”) (together with the Debtors, the “Parties”).
WARRANT TO PURCHASE COMMON STOCK OF LUNA INNOVATIONS INCORPORATEDWarrant Agreement • May 17th, 2010 • Luna Innovations Inc • Services-commercial physical & biological research • Delaware
This certifies that Hansen Medical, Inc. (the “Holder”), for value received, and contingent upon the satisfaction of the conditions set forth in Section 1 below, is entitled to purchase, at a purchase price of $0.01 per share (the “Stock Purchase Price”), from Luna Innovations Incorporated, a Delaware corporation (the “Company”), up to that number, if any, of fully paid and nonassessable shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), equal to the Warrant Shares, as determined in accordance with the following calculation:
WARRANT TO PURCHASE 2,636 SHARES OF CLASS B COMMON STOCK (SUBJECT TO ADJUSTMENT)Warrant Agreement • February 10th, 2006 • Luna Innovations Inc
THIS WARRANT AND ALL SHARES OF CAPITAL STOCK ISSUABLE HEREUNDER, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION.
INDUSTRIAL LEASE AGREEMENT BETWEEN LUNA INNOVATIONS INCORPORATED AS TENANT AND THE INDUSTRIAL DEVELOPMENT AUTHORITY OF MONTGOMERY COUNTY, VIRGINIA AS LANDLORDIndustrial Lease Agreement • May 17th, 2010 • Luna Innovations Inc • Services-commercial physical & biological research
THIS LEASE (the “Lease” or “Agreement”) is made and effective as of this 21st day of March, 2006, by and between The Industrial Development Authority of Montgomery County, Virginia (“Landlord”), a public body corporate, having a principal place of business at 755 Roanoke Street, Suite 2 H, Christiansburg, Virginia 24073, and Luna Innovations Incorporated, (“Tenant”), a Virginia Corporation having a principal place of business at 10 South Jefferson Street, Suite 130, Roanoke, Virginia 24011.
WAIVER AND SEVENTH LOAN MODIFICATION AGREEMENTLoan Modification Agreement • October 5th, 2015 • Luna Innovations Inc • Services-commercial physical & biological research
This Waiver and Seventh Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of September 29, 2015, by and between (i) SILICON VALLEY BANK, a California corporation with a loan production office located at 8020 Towers Crescent Drive, Suite 475, Vienna, Virginia 22182 (“Bank”), (ii) LUNA INNOVATIONS INCORPORATED, a Delaware corporation (“Innovations”), LUNA TECHNOLOGIES, INC., a Delaware corporation (“Technologies”), ADVANCED PHOTONIX, INC., a Delaware corporation (“API”), and PICOMETRIX, LLC, a Delaware limited liability company (“Picometrix”; Innovations, Technologies, API and Picometrix are referred to herein, individually and collectively, jointly and severally, as “Borrower”), each with offices located at 301 1st Street SW, Suite 200, Roanoke, Virginia 24011.
SECURITY AGREEMENTSecurity Agreement • May 17th, 2010 • Luna Innovations Inc • Services-commercial physical & biological research • Delaware
THIS SECURITY AGREEMENT (this “Agreement”), dated as of January 12, 2010, is made by and among Luna Innovations Incorporated, a Delaware corporation (“LII”), Luna Technologies, Inc., a Delaware corporation (“LTI”, and, together with LII, individually as a “Debtor” and collectively as “Debtors”) and Hansen Medical, Inc., a Delaware corporation (“Secured Party”).
SECURED PROMISSORY NOTESecured Promissory Note • May 17th, 2010 • Luna Innovations Inc • Services-commercial physical & biological research
FOR VALUE RECEIVED, the undersigned, Luna Innovations Incorporated, a Delaware corporation, and Luna Technologies, Inc., a Delaware corporation (individually and collectively, called the “Borrower”), HEREBY UNCONDITIONALLY JOINTLY AND SEVERALLY PROMISE TO PAY to the order of Hansen Medical, Inc., a Delaware corporation (the “Lender”), the principal sum of FIVE MILLION UNITED STATES DOLLARS (U.S. $5,000,000.00), in sixteen (16) equal consecutive installments, commencing on April 12, 2010, with subsequent installments payable on the last Business Day of each July, October, January and April (each a “Payment Date”) of each calendar year thereafter in accordance with the amortization schedule set forth on Exhibit A attached hereto, and with the last such installment to be due and payable on January 31, 2014 (as the same may be accelerated as provided herein, the “Maturity Date”) and in the amount necessary to repay in full the unpaid principal balance hereof.
FIBER OPTIC PATENT LICENSEFiber Optic Patent License • May 19th, 2006 • Luna Innovations Inc • Services-commercial physical & biological research • Connecticut
This Agreement, effective as of the last date signed below (hereinafter, “Effective Date”) Is made by and between UNITED TECHNOLOGIES CORPORATION, a Delaware corporation, having an office and a place of business at United Technologies Research Center, 411 Silver Lane, East Hartford, Connecticut, USA 06108 (hereinafter, “UTC”) and LUNA INNOVATIONS INCORPORATED, a Delaware corporation, having a place of business at 2851 Commerce Street, Blacksburg, VA 24080 (hereinafter, “LICENSEE”).
August 10, 2010 Dr. Kent A. Murphy, Ph.D. c/o Luna Innovations IncorporatedLetter Agreement • November 15th, 2010 • Luna Innovations Inc • Services-commercial physical & biological research • Virginia
JOINDER, CONSENT AND SIXTH LOAN MODIFICATION AGREEMENTLoan Modification Agreement • May 11th, 2015 • Luna Innovations Inc • Services-commercial physical & biological research
This Joinder, Consent and Sixth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of May 8, 2015, by and between (i) SILICON VALLEY BANK, a California corporation with a loan production office located at 8020 Towers Crescent Drive, Suite 475, Vienna, Virginia 22182 (“Bank”), (ii) LUNA INNOVATIONS INCORPORATED, a Delaware corporation (“Innovations”) and LUNA TECHNOLOGIES, INC., a Delaware corporation (“Technologies”), each with offices located at 1 Riverside Circle, Suite 400, Roanoke, Virginia 24016 (Innovations and Technologies are referred to herein, individually and collectively, jointly and severally, as “Borrower”), and (iii) ADVANCED PHOTONIX, INC., a Delaware corporation (“API”), and PICOMETRIX, LLC, a Delaware limited liability company (“Picometrix”; API and Picometrix are referred to herein, individually and collectively, jointly and severally, as “New Borrower”).
VOTING AGREEMENTVoting Agreement • February 2nd, 2015 • Luna Innovations Inc • Services-commercial physical & biological research • Delaware
This VOTING AGREEMENT (“Agreement”) is entered into as of January 30, 2015, by and among LUNA INNOVATIONS INCORPORATED, a Delaware corporation (the “Company”), ADVANCED PHOTONIX, INC., a Delaware corporation (“API”) and (“Stockholder”).
Luna Innovations IncorporatedLetter Agreement • April 10th, 2006 • Luna Innovations Inc • Services-commercial physical & biological research
LUNA INNOVATION INCORPORATED EMPLOYMENT AGREEMENTEmployment Agreement • July 17th, 2009 • Luna Innovations Inc • Services-commercial physical & biological research • Virginia
This Employment Agreement (the “Agreement”) is entered into as of July 16, 2009 (the “Effective Date”) by and between Luna Innovations Incorporated, a Delaware Corporation (the “Company”), and Mark Froggatt (“Executive”).
LICENSE AGREEMENT UNITED STATES OF AMERICA LUNA TECHNOLOGIES, INC. NONEXCLUSIVE LICENSE AGREEMENT NO. DN-951 LICENSE EFFECTIVE DATE: 12/20/00License Agreement • May 19th, 2006 • Luna Innovations Inc • Services-commercial physical & biological research
This License Agreement (“Agreement”) is entered into between the National Aeronautics and Space Administration (NASA), an agency of the United States, hereinafter referred to as LICENSOR, having its headquarters in Washington, D.C., and Luna Technologies, Inc., a corporation of the State of Delaware, having its principal place of business at P.O. Box 11704, Blacksburg, VA, 24062, hereinafter referred to as LICENSEE, as of the date of execution of the last PARTY hereto.
Term Note $12,500,000.00 December 1, 2020Term Note • March 12th, 2021 • Luna Innovations Inc • Services-commercial physical & biological research
FOR VALUE RECEIVED, LUNA INNOVATIONS INCORPORATED, a Delaware corporation (the “Borrower”), with an address at 1 Riverside Circle, Suite 400, Roanoke, VA 24016, promises to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the “Bank”), in lawful money of the United States of America in immediately available funds at its offices located at 1001 Haxall Point, Suite 706, Richmond, VA 23219, or at such other location as the Bank may designate from time to time, the principal sum of TWELVE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($12,500,000.00) (the “Facility”), together with interest accruing on the outstanding principal balance from the date hereof, all as provided below. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Loan Agreement (as defined below).
AMENDMENT TO COMMERCIAL LEASECommercial Lease • May 9th, 2008 • Luna Innovations Inc • Services-commercial physical & biological research
This Amendment to Commercial Lease (the “Amendment”) is made as of the 18 day of March, 2008, by and between Canvasback Real Estate & Investments, LLC (“Lessor”) and Luna Innovations, Incorporated (“Lessee”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • February 2nd, 2015 • Luna Innovations Inc • Services-commercial physical & biological research • Delaware
Amendment to Loan DocumentsAmendment to Loan Documents • August 12th, 2022 • Luna Innovations Inc • Services-commercial physical & biological research • New York
THIS AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is made as of March 10, 2022, by and between LUNA INNOVATIONS INCORPORATED, a Delaware corporation (the “Borrower”), and PNC BANK, NATIONAL ASSOCIATION (the “Bank”).
STOCK PURCHASE AGREEMENT by and among Luna Technologies, Inc. as Buyer Luna Innovations Incorporated as Buyer Guarantor and General Photonics Corporation, as Seller the undersigned Shareholders and Steve Yao as Shareholder Representative Dated March...Stock Purchase Agreement • March 4th, 2019 • Luna Innovations Inc • Services-commercial physical & biological research • Delaware
This Stock Purchase Agreement (“Agreement”) is dated March 1, 2019, by and among Luna Technologies, Inc., a Delaware corporation (“Buyer”); solely for the limited purpose of Section 13.14 hereof, Luna Innovations Incorporated, a Delaware corporation (“Buyer Guarantor”); General Photonics Corporation, a California corporation (“Seller”); the undersigned shareholders of the Seller (“Shareholders”); and Steve Yao (“Yao”), as Shareholder Representative (“Shareholder Representative”).
EXECUTION VERSION 1 EUS\365069829.16 MNave u Share Purchase Agreement QinetiQ Holdings Limited and Luna Innovations Incorporated. for the sale and purchase of all of the issued shares of OptaSense Holdings Limited 2020 3 DecemberShare Purchase Agreement • December 3rd, 2020 • Luna Innovations Inc • Services-commercial physical & biological research • England