Surgivision Inc Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 25th, 2017 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of May 25, 2017, between the Company, the Placement Agent named therein, and each Purchaser (the “Purchase Agreement”).

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2,307,694 Shares CLEARPOINT NEURO, INC. COMMON STOCK UNDERWRITING AGREEMENT
Underwriting Agreement • March 1st, 2024 • ClearPoint Neuro, Inc. • Surgical & medical instruments & apparatus • New York
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COMMON STOCK PURCHASE WARRANT MRI INTERVENTIONS, INC.
Common Stock Purchase • May 25th, 2017 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus

THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, [___________________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MRI INTERVENTIONS, INC., a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 1st, 2016 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September [__], 2016, by and among MRI Interventions, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each, a “Purchaser,” and collectively, the “Purchasers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 15th, 2015 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 15, 2015 by and among MRI Interventions, 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”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 25th, 2017 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 25, 2017, by and among MRI Interventions, Inc. a Delaware corporation (the “Company”), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”), and Joseph Gunnar & Co., LLC, on behalf of itself and the other placement agent (collectively, the “Placement Agent”).

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LICENSE AGREEMENT
License Agreement • December 28th, 2011 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • Maryland

THIS LICENSE AGREEMENT (the “Agreement”) is entered into by and between THE JOHNS HOPKINS UNIVERSITY, a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218-2695 (“JHU”) and Surgi-Vision, Inc., a Delaware corporation having an address at One Commerce Square, Suite 2550, Memphis, Tennessee 38103 (“Company”), with respect to the following:

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EMPLOYMENT AGREEMENT
Employment Agreement • June 25th, 2010 • Surgivision Inc • Surgical & medical instruments & apparatus • Tennessee

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of this 3 rd day of June, 2010 but shall become effective only upon the consummation of the Company’s initial public offering of its common stock (the “Effective Date”), by and between SURGIVISION, INC., a Delaware corporation (the “Company”), and PETER G. PIFERI (the “Executive”).

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UNDERWRITING AGREEMENT between SURGIVISION, INC. and RODMAN & RENSHAW, LLC as Representative
Underwriting Agreement • August 5th, 2010 • Surgivision Inc • Surgical & medical instruments & apparatus • New York

The undersigned, SurgiVision, Inc., a company formed under the laws of Delaware (the “Company”), hereby confirms its agreement with Rodman & Renshaw, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 28th, 2021 • ClearPoint Neuro, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of the ______ day of _________, 20___ by and between ClearPoint Neuro, Inc., a Delaware corporation (the “Company”), and _________________ (the “Indemnitee”).

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TECHNOLOGY LICENSE AGREEMENT
System and Lead Development and Transfer Agreement • March 15th, 2012 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • California

THIS AGREEMENT (“Agreement”) is made effective as of December 30, 2005 (the “Effective Date”) and entered into by and between Surgi-Vision, Inc., a Delaware corporation (“Licensor”) and Advanced Bionics Corporation (“Licensee”) (individually, a “Party” and collectively, the “Parties”).

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AGREEMENT
Agreement • January 13th, 2015 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • Tennessee

THIS AGREEMENT (this “Agreement”) is entered into as of this 12th day of September, 2014, to be effective as of August 1, 2014 (the “Effective Date”), by and between MRI INTERVENTIONS, INC., a Delaware corporation (the “Company”), and OSCAR L. THOMAS (the “Executive”).

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Cooperation and Development Agreement by and between SURGIVISION, INC., a corporation duly organized and existing under the laws of the state of Delaware (USA) and having offices at Memphis, Tennessee (USA) (hereinafter referred to as “SURGIVISION”)...
Cooperation and Development Agreement • March 15th, 2012 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus

SURGIVISION is a leading company developing, manufacturing and selling devices as well as developing treatment plans for various medical indications, such as deep brain stimulation or cardiac ablation.

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Co-Development and Distribution Agreement between SurgiVision, Inc. and Brainlab Aktiengesellschaft
Development and Distribution Agreement • April 20th, 2012 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • Illinois

This Co-Development and Distribution Agreement (the “Agreement”) is entered into between SurgiVision, Inc., having its principal office located at 5 Musick, Irvine, California 92618, United States (“SurgiVision”), and Brainlab AG, a German corporation having its principal office located at Kapellenstrasse 12, 85622 Feldkirchen, Germany (“Brainlab”), as of April 5, 2011 (“Effective Date”).

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MRI INTERVENTIONS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • August 10th, 2015 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made effective as of the 30th day of March, 2015, by and between MRI INTERVENTIONS, INC., a Delaware corporation (the “Company”), and HAROLD A. HURWITZ (the “Optionee”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 1st, 2016 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 31, 2016 by and among MRI Interventions, 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”).

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PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT-NONEXCLUSIVE COVER PAGE
Patent License Agreement • December 28th, 2011 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • District of Columbia

This Patent License Agreement, hereinafter referred to as the “Agreement”, consists of this Cover Page, an attached Agreement, a Signature Page, Appendix A (List of Patent(s) or Patent Application(s)), Appendix B (Fields of Use and Territory), Appendix C (Royalties), Appendix D ((Benchmarks and Performance), Appendix E (Commercial Development Plan), Appendix F (Example Royalty Report), and Appendix G (Royalty Payment Options). The Parties to this Agreement are:

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NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE MRI INTERVENTIONS, INC.
Non-Qualified Stock Option Agreement • August 14th, 2013 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus

Pursuant to the MRI Interventions, Inc. 2013 Incentive Compensation Plan as amended through the date hereof (the “Plan”), MRI Interventions, Inc. (the “Company”) hereby grants under this agreement (this “Agreement”) to the Optionee named above, who is an employee, consultant or other service provider of the Company or any of its Affiliates, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of Shares specified above at the Option Exercise Price Per Share specified above subject to the terms and conditions set forth herein and in the Plan. The Stock Option is not intended to be an “incentive stock option” under Section 422 of the Code. Capitalized terms in this Agreement shall have the meanings specified in the Plan, unless a different meaning is specified herein.

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INCENTIVE STOCK OPTION AGREEMENT UNDER THE MRI INTERVENTIONS, INC. 2013 INCENTIVE COMPENSATION PLAN
Incentive Stock Option Agreement • August 14th, 2013 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus

Pursuant to the MRI Interventions, Inc. 2013 Incentive Compensation Plan as amended through the date hereof (the “Plan”), MRI Interventions, Inc. (the “Company”) hereby grants under this agreement (this “Agreement”) to the Optionee named above, who is an employee of the Company or any Subsidiary, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of Shares specified above at the Option Exercise Price Per Share specified above subject to the terms and conditions set forth herein and in the Plan. Capitalized terms in this Agreement shall have the meanings specified in the Plan, unless a different meaning is specified herein.

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Contract
Employment Agreement • May 11th, 2023 • ClearPoint Neuro, Inc. • Surgical & medical instruments & apparatus
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LICENSE AGREEMENT
License Agreement • December 28th, 2011 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • Maryland

This Agreement is between The Johns Hopkins University, a corporation of the State of Maryland, having a principal place of business at 2024 E. Monument Street, Suite 2-100, Baltimore, MD 21205 (hereinafter referred to as “JHU”) and Surgi-Vision, Inc., a Delaware corporation (hereinafter the “Company”), having an address at Suite 601, 150 Gulf Shore Drive, Destin, Florida 32541.

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MRI INTERVENTIONS, INC. UNDERWRITING AGREEMENT [ ] Units Each Unit Consisting of One Share of Common Stock and One Warrant to Purchase [ ] of a Share of Common Stock
Underwriting Agreement • July 25th, 2016 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • New York

MRI Interventions, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), an aggregate of [ ] shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”) and (ii) an aggregate of [ ] warrants (the “Firm Warrants”) to purchase an aggregate of [ ] shares of Common Stock (the “Firm Warrant Shares”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to (i) an additional [ ] shares of Common Stock (the “Option Shares”) and (ii) an aggregate of [ ] warrants (the “Option Warrants”) to purchase up to [ ] shares of Common Stock (the “Option Warrant Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares”; the Firm Warrants and Option

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TECHNOLOGY LICENSE AGREEMENT
Technology License Agreement • December 28th, 2011 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • Minnesota

THIS TECHNOLOGY LICENSE AGREEMENT (this “Agreement”) is made effective as of March 19, 2008 (the “Effective Date”) and entered into by and between Surgi-Vision, Inc., a Delaware corporation (“SVI”), and Cardiac Pacemakers, Inc. (“CPI”) (individually, a “Party” and collectively, the “Parties”).

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NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE MRI INTERVENTIONS, INC. 2013 NON-EMPLOYEE DIRECTOR EQUITY INCENTIVE PLAN
Non-Qualified Stock Option Agreement • March 28th, 2014 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus

Pursuant to the MRI Interventions, Inc. 2013 Non-Employee Director Equity Incentive Plan as amended through the date hereof (the “Plan”), MRI Interventions, Inc. (the “Company”) hereby grants under this agreement (this “Agreement”) to the Optionee named above, who is a non-employee director of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of Shares specified above at the Option Exercise Price Per Share specified above subject to the terms and conditions set forth herein and in the Plan. The Stock Option is not intended to be an “incentive stock option” under Section 422 of the Code. Capitalized terms in this Agreement shall have the meanings specified in the Plan, unless a different meaning is specified herein.

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RESEARCH AGREEMENT NO. BY AND BETWEEN SURGIVISION, INC. AND THE UNIVERSITY OF UTAH
Research Agreement • December 28th, 2011 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • Utah

This Research Agreement (“Agreement”) is entered into and effective as of , by and between Surgi Vision, Inc, a Delaware corporation having a principal place of business at 200 N Cobb Parkway, Suite 140, Marietta, Georgia 30062 (“Sponsor”) and the University of Utah, a body politic and corporate of the State of Utah (“University”).

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MASTER SERVICES AND LICENSING AGREEMENT BETWEEN CEDARA SOFTWARE CORP., an Ontario corporation, (hereinafter referred to as “Cedara”) and SURGI-VlSION, INC., a Delaware corporation, (hereinafter referred to as “Surgi-Vision”)
Master Services and Licensing Agreement • June 4th, 2010 • Surgivision Inc • Surgical & medical instruments & apparatus • New York

AND WHEREAS, Surgi-Vision has developed a set of products and technologies that enable various MRI-guided procedures and therapeutic interventions (the “Surgi-Vision Technology”);

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 13th, 2020 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • Delaware

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 11, 2020, by and among MRI Interventions, Inc., a Delaware corporation with headquarters located at 5 Musick, Irvine, California 92618 (the “Company”), each investor identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”), and Petrichor Opportunities Fund I LP, as collateral agent (in such capacity, the “Collateral Agent”).

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DEVELOPMENT AGREEMENT
Development Agreement • December 28th, 2011 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • Minnesota

THIS DEVELOPMENT AGREEMENT (this “Agreement”) is made effective as of March 19, 2008 (the “Effective Date”) and entered into by and between Surgi-Vision, Inc., a Delaware corporation (“SVI”) and Cardiac Pacemakers, Inc. (“CPI”) (individually, a “Party” and collectively, the “Parties”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 9th, 2019 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • Delaware

This Securities Purchase Agreement (this “Agreement”) is dated as of May 9, 2019, by and among MRI Interventions, 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”).

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LOAN AGREEMENT
Loan Agreement • December 28th, 2011 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • Massachusetts

This Loan Agreement (this “Agreement”) is made and entered into as of October 16, 2009 (the “Agreement Date”), by and between (i) Boston Scientific Corporation, a Delaware corporation (“BSC”), and (ii) SurgiVision, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein without definition shall have the respective meanings set forth in Section 7.

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SEPARATION AGREEMENT
Separation Agreement • December 28th, 2011 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • Tennessee

THIS SEPARATION AGREEMENT (the “Agreement”) is made effective as of this 30th day of April, 2010, by and between John Thomas, a natural person resident in Cobb County, Georgia and his heirs, assigns, executors, agents and representatives (the “Executive”), and SurgiVision, Inc., a Delaware corporation (“SurgiVision”).

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THIRD AMENDED AND RESTATED INVESTOR RIGHTS’ AGREEMENT
Investor Rights’ Agreement • December 28th, 2011 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • Delaware

This THIRD AMENDED AND RESTATED INVESTOR RIGHTS’ AGREEMENT is made this 20th day of September, 2006, by and among SURGI-VISION, INC., a Delaware corporation (“Company”), DARA BIOSCIENCES, INC., a Delaware corporation (“Dara”), certain holders of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), who are set forth on Schedule 1 hereto (the “Initial Investors,” and together with Dara, the “Common Investors”), and the investors set forth on Schedule 2 hereto (the “Series A Investors”).

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • August 29th, 2014 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • Massachusetts

This ASSET PURCHASE AGREEMENT (this “Agreement”), is dated as of the 19th day of March, 2014, by and between (i) BOSTON SCIENTIFIC NEUROMODULATION CORPORATION, a Delaware corporation (“Purchaser”), and (ii) MRI INTERVENTIONS, INC., a Delaware corporation (“Seller”). Boston Scientific Corporation, a Delaware corporation (“BSC”), and Cardiac Pacemakers, Inc., a Minnesota corporation (“CPI”), both of which are Affiliates of Purchaser, join in the execution of this Agreement for the limited purposes set forth below. Certain capitalized terms used herein are defined in Section 7.2 hereof.

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June 2, 2010
Participation Plan Award Agreement • December 28th, 2011 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • Delaware

This letter (this “Letter Agreement”) sets forth the agreement between you and SurgiVision, Inc., a Delaware corporation (the “Company”), regarding the terms upon which you are eligible to receive a payment (the “Liquidity Payout”) pursuant to the Company’s Cardiac EP Business Participation Plan (the “Plan”), a copy of which is attached hereto and the terms of which are incorporated herein. This Letter Agreement is in addition to, and not in substitution for, any other agreement between you and the Company.

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • June 25th, 2010 • Surgivision Inc • Surgical & medical instruments & apparatus • Delaware

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), entered into effective as of the 31st day of December, 2009, is by and between SURGIVISION, INC., a Delaware corporation (“SVI”), and DARA PHARMACEUTICALS, INC., a Delaware corporation (“DARA”). SVI and DARA are referred to herein individually as a “Party” and collectively as the “Parties.”

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