ConforMIS, Inc. 13,333,333 Shares of Common Stock, par value $0.00001 per share Underwriting AgreementConforMIS Inc • January 25th, 2018 • Orthopedic, prosthetic & surgical appliances & supplies • New York
ConforMIS, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 13,333,333 shares of Common Stock, par value $0.00001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 2,000,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Indemnification Agreement (“Agreement”) is made as of [·], 2015 by and between ConforMIS, Inc., a Delaware corporation (the “Company”), and [·] (the “Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • September 24th, 2020 • Conformis Inc • Orthopedic, prosthetic & surgical appliances & supplies
THIS COMMON STOCK PURCHASE WARRANT (the “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 Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on September 28, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Conformis, Inc., a Delaware corporation (the “Company”), up to 18,005,041 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).
PURCHASE AGREEMENTPurchase Agreement • December 18th, 2018 • Conformis Inc • Orthopedic, prosthetic & surgical appliances & supplies • Illinois
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of December 17, 2018 (the “Execution Date”), is entered into by and between CONFORMIS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). Capitalized terms used herein and not otherwise defined herein are defined in Section 1 hereof.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 9th, 2017 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of January 6, 2017 (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 (each a “Lender” and collectively, the “Lenders”), CONFORMIS, INC., a Delaware corporation (“ConforMIS”) and IMATX, INC., a California corporation (“ImaTx” and individually, collectively, jointly and severally with ConforMIS, “Borrower”), each, with offices located at 28 Crosby Drive, Bedford, MA 01730, provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
80,952,381 Shares Conformis, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 17th, 2021 • Conformis Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
Conformis, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 80,952,381 shares (the “Shares”) of the Company’s common stock, $0.00001 par value per share (the “Common Stock”). The respective amounts of the Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto.
CONFORMIS, INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • May 10th, 2017 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
ConforMIS, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Canaccord Genuity Inc. (“Canaccord”), as follows:
ContractLoan and Security Agreement • June 26th, 2019 • Conformis Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
CONFORMIS, INC. NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • April 1st, 2022 • Conformis Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
Conformis, Inc. (the “Company”) hereby grants the following stock option. The terms and conditions attached hereto are also a part hereof.
CONFORMIS, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 11th, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of May 21, 2015 (the “Effective Date”) by and between ConforMIS, Inc., a Delaware corporation (the “Company”), and Daniel Steines, an individual (the “Executive”). As of the Effective Date, this Agreement amends, restates and supersedes all prior agreements, written and oral, with Executive related to Executive’s employment with the Company, including the original written employment agreement dated August 15, 2008 and the original Employee Confidentiality, Inventions Assignment and Non-Competition Agreement, and any written or oral amendments to those agreements.
ConforMIS, Inc. STOCK OPTION PLAN STOCK PURCHASE AGREEMENT (FOR INCENTIVE STOCK OPTION AGREEMENT)Stock Option Plan Stock Purchase Agreement • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the date set forth in Item F above (the “Effective Date”) between ConforMIS, Inc., a Delaware corporation (the “Company”) and the person named in Item A above (the “Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2022 • Conformis Inc • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of March 21, 2022 (the “Effective Date”) by and between Conformis, Inc., a Delaware corporation (the “Company”), and Michael Fillion, an individual residing at 6 Butler Drive, Middleton, MA 01949 (the “Executive”).
SALES AGREEMENTSales Agreement • August 5th, 2020 • Conformis Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
Conformis, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
CONFORMIS, INC. RESTRICTED STOCK UNIT AGREEMENT Inducement GrantRestricted Stock Unit Agreement • April 1st, 2022 • Conformis Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
Conformis, Inc. (the “Company”) hereby grants the following restricted stock units. The terms and conditions attached hereto are also a part hereof.
NORTHWEST PARK LEASE BY AND BETWEEN N.W. MIDDLESEX 36 TRUST (LANDLORD) AND CONFORMIS, INC. (TENANT) FOR PREMISES AT 11 NORTH AVENUE BURLINGTON, MASSACHUSETTSTermination Agreement • August 14th, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
The mailing, delivery or negotiation of this Lease shall not be deemed an offer to enter into any transaction or to enter into any relationship, whether on the terms contained herein or on any other terms. This Lease shall not be binding upon...Lease • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
CONFORMIS, INC. STOCK OPTION PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS NONQUALIFIED STOCK OPTION AGREEMENT (the “Agreement”), is made and entered into as of the date set forth in Item F above (the “Effective Date”) between ConforMIS, Inc., a Delaware corporation (the “Company”), and the person named in Item A above (“Optionee”).
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 2nd, 2022 • Conformis Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS FIFTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of March 1, 2021, by and among INNOVATUS LIFE SCIENCES LENDING FUND I, LP, a Delaware limited partnership, as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and CONFORMIS, INC., a Delaware corporation, IMATX, Inc., a California corporation and Conformis Cares LLC, a Delaware limited liability company (individually and collectively, jointly and severally, “Borrower”).
SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2018 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies
This Second Amendment to the Amended and Restated Employment Agreement ( “Amendment”) is entered into and effective as of March 9, 2018 (the “Amendment Effective Date”) by and between Conformis, Inc. (“Company”) and Daniel Steines (“Executive”) and amends that certain Amended and Restated Employment Agreement dated May 21, 2015 by and between Company and Executive, as amended by that certain Retention Agreement dated June 14, 2016 by and between Company and Executive (“Agreement”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of November 7, 2014 (the “Effective Date”) among SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”), 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 SVB in its capacity as a Lender and OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”) (each a “Lender” and collectively, the “Lenders”), CONFORMIS, INC., a Delaware corporation (“ConforMIS”) and IMATX, INC., a Delaware corporation (“ImaTx” and individually, collectively, jointly and severally with ConforMIS, “Borrower”), each, with offices located at 28 Crosby Drive, Bedford, MA 01730, provides the terms on which the
CONFORMIS, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
LOAN AGREEMENTLoan Agreement • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
THIS LOAN AGREEMENT dated as of June 29, 2011 is between CONFORMIS, INC., a Delaware corporation having its principal place of business at 11 North Avenue, Burlington, Massachusetts 01803 (the “Borrower”) and MASSACHUSETTS DEVELOPMENT FINANCE AGENCY, a body corporate and politic created under and acting pursuant to authority derived from Chapter 23G of the Massachusetts General Laws, as amended, and having a principal place of business at 160 Federal Street, Boston, Massachusetts 02110 (the “Lender”).
SUBLEASELease • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
By this Lease, subject to the terms and conditions herein contained, Landlord leases to Tenant and Tenant leases from Landlord the Premises in the Building as set forth and described on the Reference Pages. The Premises are depicted on the floor plan attached hereto as Exhibit A, the Building is depicted on the site plan attached hereto as Exhibit A-l, and the parking area serving the Building is depicted on the plan attached hereto as Exhibit A-2. During the Term, Tenant will be entitled to the exclusive use of that portion of the common area of the lobby of the Building labeled “Reveal Reception Desk” on the floor plan attached hereto as Exhibit A-3 (the “Reveal Reception Desk”). Tenant shall have the right to install such security components as it deems reasonably necessary and appropriate to secure the Reveal Reception Desk, during non-Building Business Hours, including without limitation, a security grille or gate, subject to the terms and provisions of Article 6 of this Lease and
CONFORMIS, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies
This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.
CONFORMIS, INC. STOCK OPTION PLAN INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”), is made and entered into as of the date set forth in Item F above (the “Effective Date”) between ConforMIS, Inc., a Delaware corporation (the “Company”), and the person named in Item A above (“Optionee”).
THIRD AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 4th, 2018 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies
This Third Amendment to the Amended and Restated Employment Agreement (“Amendment”) is entered into and effective as of May 3, 2018 (the “Amendment Effective Date”) by and between Conformis, Inc. (“Company”) and Daniel Steines (“Executive”) and amends that certain Amended and Restated Employment Agreement dated May 21, 2015 by and between Company and Executive, as amended by that certain Retention Agreement dated June 14, 2016 and the Second Amendment dated March 9, 2018 by and between Company and Executive (collectively the “Agreement”).
PERFORMANCE-VESTED RESTRICTED STOCK AGREEMENTPerformance-Vested Restricted Stock Agreement • November 1st, 2019 • Conformis Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
Conformis, Inc. (the “Company”) has selected you to receive the following restricted stock award, which is subject to the provisions of the Company’s 2015 Stock Incentive Plan (the “Plan”) and the terms and conditions contained in this Performance-Vested Restricted Stock Agreement.
NORTHWEST PARK LEASE BY AND BETWEEN N.W. MIDDLESEX 36 TRUST (LANDLORD) AND CONFORMIS, INC. (TENANT) FOR PREMISES AT 11 NORTH AVENUE BURLINGTON, MASSACHUSETTSLease • May 22nd, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
LICENSE AGREEMENTLicense Agreement • June 11th, 2015 • ConforMIS Inc • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
This License Agreement (this “Agreement”), dated as of April 13, 2015 (the “Effective Date”), is made by and between ConforMIS, Inc., a Delaware corporation with a principal place of business at 28 Crosby Drive, Bedford, Massachusetts 01730 (“ConforMIS”) and each of Wright Medical Group, Inc. and Wright Medical Technology, Inc., Delaware corporations with a principal place of business at 1023 Cherry Road, Memphis, Tennessee 38117 (together, “Wright”). ConforMIS and Wright are referred to individually herein as a “Party” and, collectively, as the “Parties”.
AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 3rd, 2020 • Conformis Inc • Orthopedic, prosthetic & surgical appliances & supplies
This Fourth Amendment to Amended and Restated Employment Agreement (“Amendment”), entered into as of November 2, 2019 (“Amendment Effective Date”), is by and between Conformis, Inc. (“Conformis”) and Mark A. Augusti (“Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 18th, 2018 • Conformis Inc • Orthopedic, prosthetic & surgical appliances & supplies • Illinois
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 17, 2018, is entered into by and between CONFORMIS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
THIRD AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2019 • Conformis Inc • Orthopedic, prosthetic & surgical appliances & supplies
THIS THIRD AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Third Amendment”) is entered into and effective as of March 8, 2019 (the “Effective Date of the Third Amendment”) by and between Conformis, Inc. (previously known as ConforMIS, Inc.), a Delaware corporation (the “Company”), and Mark A. Augusti (the “Executive”) and amends that certain letter agreement of employment dated October 19, 2016, as amended and restated effective December 2, 2016 and as amended by a first amendment effective August 1, 2017 and a second amendment effective as of July 31, 2018 (collectively the “Agreement”).
FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • March 1st, 2023 • Conformis Inc • Orthopedic, prosthetic & surgical appliances & supplies
is made as of this 1st day of August, 2022, by and among CONFORMIS, INC., a Delaware corporation, an IMATX, INC., a California corporation, as Borrowers (each individually and, collectively in the singular, “Borrower”), MIDCAP FINANCIAL TRUST, as Agent for Lenders (in such capacity and together with its permitted successors and assigns, the “Agent”), and the financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each as a Lender.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 6th, 2020 • Conformis Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS THIRD AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of July 1, 2020, effective as of June 30, 2020, by and among INNOVATUS LIFE SCIENCES LENDING FUND I, LP, a Delaware limited partnership, as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and CONFORMIS, INC., a Delaware corporation, IMATX, Inc., a California corporation and Conformis Cares LLC, a Delaware limited liability company (individually and collectively, jointly and severally, “Borrower”).
CONFORMIS, INC. CONSULTING AGREEMENTConsulting Agreement • March 3rd, 2020 • Conformis Inc • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
THIS CONSULTING AGREEMENT (this “Agreement”) is effective as of February 17, 2020 (the “Effective Date”), by and between Conformis, Inc., a Delaware corporation (the “Company”), and Frederick W. Driscoll, an individual with an address listed on the signature page hereto (the “Consultant”).
