Northstar Neuroscience, Inc. 6,000,000 Shares 1 Common Stock ($0.001 par value) Underwriting AgreementNorthstar Neuroscience, Inc. • May 2nd, 2006 • Electromedical & electrotherapeutic apparatus • New York
Northstar Neuroscience, Inc., a corporation organized under the laws of the State of Washington (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, 6,000,000 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 “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 900,000 additional shares of Common Stock to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). 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 Underwriters shall mean either the singular
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 2nd, 2007 • Northstar Neuroscience, Inc. • Electromedical & electrotherapeutic apparatus • Washington
This Amended and Restated Executive Employment Agreement (the “Agreement”) is made effective as of July 2, 2007 (the “Effective Date”), by and between Northstar Neuroscience, Inc. (“Northstar”) and John S. Bowers Jr. (“Employee”). This Agreement replaces and supersedes the Executive Employment Agreement dated May 10, 2006, by and between Northstar and Employee (the “Prior Agreement”).
NORTHSTAR NEUROSCIENCE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • December 5th, 2008 • Northstar Neuroscience, Inc. • Electromedical & electrotherapeutic apparatus • Washington
This Indemnification Agreement (the “Agreement”) is entered into on January 1, 2009, between Northstar Neuroscience, Inc., a Washington corporation (the “Company”), and Brian Dow, an officer of the Company and/or one or more of its subsidiaries (“Indemnitee”), for good and valuable consideration as set forth below.
VENTURE LOAN AND SECURITY AGREEMENTVenture Loan and Security Agreement • March 1st, 2006 • Northstar Neuroscience, Inc. • Connecticut
This Venture Loan and Security Agreement (this “Agreement”) is made by and among Northstar Neuroscience, Inc., a Washington corporation (“Borrower”); Horizon Technology Funding Company LLC, a Delaware limited liability company (“Horizon”) and Oxford Finance Corporation (“Oxford” and collectively with Horizon, “Lenders”). Lenders and Borrower hereby agree as follows:
NORTHSTAR NEUROSCIENCE, INC. AND REGISTRAR AND TRANSFER COMPANY as Rights Agent RIGHTS AGREEMENT Dated as of May 21, 2008Rights Agreement • May 23rd, 2008 • Northstar Neuroscience, Inc. • Electromedical & electrotherapeutic apparatus • Washington
This Rights Agreement (the “Rights Agreement”), is dated as of May 21, 2008 (the “Effective Date”), between Northstar Neuroscience, Inc., a Washington corporation (the “Company”), and Registrar and Transfer Company (the “Rights Agent”).
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMSConfidential Separation Agreement • June 15th, 2009 • Northstar Neuroscience, Inc. • Electromedical & electrotherapeutic apparatus • Washington
This Confidential Separation Agreement and General Release of All Claims (the “Agreement”) is made by and between Northstar Neuroscience, Inc. (“Northstar”) and John S. Bowers, Jr. (“Employee”) with respect to the following facts:
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 1st, 2006 • Northstar Neuroscience, Inc.
This First Amendment to Fourth Amended and Restated Investors’ Rights Agreement, dated effective as of December 30, 2005 (this “First Amendment”), amends that certain Fourth Amended and Restated Investors’ Rights Agreement, dated April 9, 2004 (the “Original Agreement”), by and among Northstar Neuroscience, Inc., a Washington corporation (the “Company”), and the shareholders listed on Exhibit A thereto (the “Shareholders”), and is entered into by and among the Company and those Shareholders whose consent is required to amend the Original Agreement pursuant to Sections 1.13 and 5.2 of the Original Agreement.
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 27th, 2009 • Northstar Neuroscience, Inc. • Electromedical & electrotherapeutic apparatus
This First Amendment to Executive Employment Agreement, dated effective as of January __, 2009 (the “First Amendment”), amends that certain Executive Employment Agreement dated effective as of January 1, 2009 (the “Original Agreement”), by and between Northstar Neuroscience, Inc. (“Northstar”) and Brian Dow (“Employee”), and is entered into by and between Northstar and Employee. All capitalized terms used in this First Amendment, but not defined herein, shall have the meanings given to them in the Original Agreement.
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 31st, 2008 • Northstar Neuroscience, Inc. • Electromedical & electrotherapeutic apparatus
This First Amendment to Executive Employment Agreement, dated effective as of July 31, 2008 (the “First Amendment”), amends that certain Executive Employment Agreement dated May 10, 2006 (the “Original Agreement”), by and between Northstar Neuroscience, Inc. (“Northstar”) and Raymond N. Calvert (“Employee”), and is entered into by and between Northstar and Employee. All capitalized terms used in this First Amendment, but not defined herein, shall have the meanings given to them in the Original Agreement.
MANUFACTURING AGREEMENTManufacturing Agreement • March 1st, 2006 • Northstar Neuroscience, Inc. • Washington
THIS MANUFACTURING AGREEMENT (the “Agreement”) is entered this 8th day of April 2004 (the “Effective Date”) by and between NORTHSTAR NEUROSCIENCE, INC., a Washington corporation (“Northstar”) and Oscor, a Florida corporation (“Oscor”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 5th, 2008 • Northstar Neuroscience, Inc. • Electromedical & electrotherapeutic apparatus • Washington
This Executive Employment Agreement (the “Agreement”) is made effective as of January 1, 2009 (the “Effective Date”), by and between Northstar Neuroscience, Inc. (“Northstar” or the “Company”) and Brian Dow (“Employee”).
DIRECTOR RESIGNATION AGREEMENTDirector Resignation Agreement • March 29th, 2006 • Northstar Neuroscience, Inc. • Electromedical & electrotherapeutic apparatus • Washington
This Director Resignation Agreement (the “Resignation Agreement”) dated as of March 7, 2006, is by and between Northstar Neuroscience, Inc., a Washington corporation (the “Company”), and Seth A. Rudnick, who is a director of the Company (the “Director”).
MANUFACTURING AGREEMENTManufacturing Agreement • March 1st, 2006 • Northstar Neuroscience, Inc. • Washington
THIS MANUFACTURING AGREEMENT (the “Agreement”) is entered this 30th day of August 2004 (the “Effective Date”) by and between NORTHSTAR NEUROSCIENCE, INC., a Washington corporation (“Northstar”) and AVAIL, a Delaware corporation (“AVAIL”).
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMSConfidential Separation Agreement • December 5th, 2008 • Northstar Neuroscience, Inc. • Electromedical & electrotherapeutic apparatus • Washington
This Confidential Separation Agreement and General Release of All Claims (“Agreement”) is made by and between Northstar Neuroscience, Inc. (“Northstar”) and Raymond N. Calvert (“Employee”) with respect to the following facts:
CONSULTANT AGREEMENTConsultant Agreement • June 15th, 2009 • Northstar Neuroscience, Inc. • Electromedical & electrotherapeutic apparatus • Washington
This Agreement is made and entered into as of June 16, 2009 (“Effective Date”) by and between Northstar Neuroscience, Inc., a Washington corporation, having its principal place of business at 2401 Fourth Avenue, Suite 300, Seattle, Washington 98121 (“Northstar”) and John S. Bowers Jr. (“Contractor”).
NORTHSTAR NEUROSCIENCE, INC. FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 1st, 2006 • Northstar Neuroscience, Inc. • Washington
This Fourth Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of the 9th day of April 2004, by and among Northstar Neuroscience, Inc., a Washington corporation (the “Company”), Boston Scientific Corporation, a Delaware corporation (“BSX”), and the investors listed on Exhibit A hereto (BSX, together with the parties listed on Exhibit A, the “Investors,” and each individually, an “Investor”).
MANUFACTURING AGREEMENTManufacturing Agreement • March 1st, 2006 • Northstar Neuroscience, Inc. • Washington
THIS MANUFACTURING AGREEMENT (the “Agreement”) is entered this 9th day of April 2004 (the “Effective Date”) by and between NORTHSTAR NEUROSCIENCE, INC. a Washington corporation (“Northstar”) and Texcel, a Massachusetts corporation (“Texcel”).
CONSULTANT AGREEMENTConsultant Agreement • July 2nd, 2007 • Northstar Neuroscience, Inc. • Electromedical & electrotherapeutic apparatus • Washington
This Agreement is made and entered into as of July 2, 2007 (“Effective Date”) by and between Northstar Neuroscience, Inc., a Washington corporation, having its principal place of business at 2401 Fourth Avenue, Suite 300, Seattle, Washington 98121 (“Northstar”) and Alan Levy, Ph.D. (“Contractor”).
FOURTH AND BATTERY OFFICE LEASEFourth and Battery Office Lease • March 1st, 2006 • Northstar Neuroscience, Inc. • Washington
THIS LEASE, made the 5th day of July 2000, by and between SELIG REAL ESTATE HOLDINGS EIGHT, a Washington general partnership, whose address is 1000 Second Avenue, Suite 1800, Seattle, Washington, 98104-1046, hereinafter referred to as “Lessor” and VERTIS NEUROSCIENCE INC., a Washington corporation, hereinafter referred to as “Lessee”.
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMSConfidential Separation Agreement • July 31st, 2008 • Northstar Neuroscience, Inc. • Electromedical & electrotherapeutic apparatus • Washington
This Confidential Separation Agreement and General Release of All Claims (“Agreement”) is made by and between Northstar Neuroscience, Inc. (“Northstar”) and Bradford Gliner (“Employee”) with respect to the following facts:
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • July 28th, 2009 • Northstar Neuroscience, Inc. • Electromedical & electrotherapeutic apparatus
This First Amendment to Rights Agreement (this “First Amendment”) is entered into effective as of July 28, 2009 (the “Effective Date”), by and between Northstar Neuroscience, Inc., a Washington corporation (the “Company”), and Registrar and Transfer Company (the “Rights Agent”), and amends that certain Rights Agreement dated as of May 21, 2008, by and between the Company and the Rights Agent (the “Rights Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Rights Agreement.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 5th, 2008 • Northstar Neuroscience, Inc. • Electromedical & electrotherapeutic apparatus • Washington
This Executive Employment Agreement (the “Agreement”) is made effective as of September 15, 2008 (the “Effective Date”), by and between Northstar Neuroscience, Inc. (“Northstar”) and Deborah Sheffield (“Employee”).
CONSULTANT AGREEMENTConsultant Agreement • December 5th, 2008 • Northstar Neuroscience, Inc. • Electromedical & electrotherapeutic apparatus • Washington
This Agreement is made and entered into as of February 9, 2009 (“Effective Date”) by and between Northstar Neuroscience, Inc., a Washington corporation, having its principal place of business at 2401 Fourth Avenue, Suite 300, Seattle, Washington 98121 (“Northstar”) and Raymond N. Calvert (“Contractor”).
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 31st, 2008 • Northstar Neuroscience, Inc. • Electromedical & electrotherapeutic apparatus
This First Amendment to Executive Employment Agreement, dated effective as of July 31, 2008 (the “First Amendment”), amends that certain Executive Employment Agreement dated May 10, 2006 (the “Original Agreement”), by and between Northstar Neuroscience, Inc. (“Northstar”) and Matthew Gani (“Employee”), and is entered into by and between Northstar and Employee. All capitalized terms used in this First Amendment, but not defined herein, shall have the meanings given to them in the Original Agreement.
MANUFACTURING AGREEMENTManufacturing Agreement • March 1st, 2006 • Northstar Neuroscience, Inc. • Washington
THIS MANUFACTURING AGREEMENT (the “Agreement”) is entered this 9th day of April 2004 (the “Effective Date”) by and between NORTHSTAR NEUROSCIENCE, INC. a Washington Corporation (“Northstar”) and SMTEK International, a Delaware company. (“SMTEK”).
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 31st, 2008 • Northstar Neuroscience, Inc. • Electromedical & electrotherapeutic apparatus
This First Amendment to Executive Employment Agreement, dated effective as of July 31, 2008 (the “First Amendment”), amends that certain Executive Employment Agreement dated May 10, 2006 (the “Original Agreement”), by and between Northstar Neuroscience, Inc. (“Northstar”) and John Bowers (“Employee”), and is entered into by and between Northstar and Employee. All capitalized terms used in this First Amendment, but not defined herein, shall have the meanings given to them in the Original Agreement.
FIRST AMENDMENT TO LEASELease • March 1st, 2006 • Northstar Neuroscience, Inc.
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is entered into as of July 2, 2002, by and between SELIG REAL ESTATE HOLDINGS EIGHT, a Washington general partnership (“Lessor”) and VERTIS NEUROSCIENCE, INC., a Washington corporation (“Lessee”).
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 31st, 2008 • Northstar Neuroscience, Inc. • Electromedical & electrotherapeutic apparatus
This First Amendment to Executive Employment Agreement, dated effective as of July 31, 2008 (the “First Amendment”), amends that certain Executive Employment Agreement dated May 10, 2006 (the “Original Agreement”), by and between Northstar Neuroscience, Inc. (“Northstar”) and Nawzer Mehta, Ph.D. (“Employee”), and is entered into by and between Northstar and Employee. All capitalized terms used in this First Amendment, but not defined herein, shall have the meanings given to them in the Original Agreement.
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMSConfidential Separation Agreement • July 31st, 2008 • Northstar Neuroscience, Inc. • Electromedical & electrotherapeutic apparatus • Washington
This Confidential Separation Agreement and General Release of All Claims (“Agreement”) is made by and between Northstar Neuroscience, Inc. (“Northstar”) and Scott Lynch (“Employee”) with respect to the following facts:
LEASE TERMINATION AGREEMENTLease Termination Agreement • March 5th, 2009 • Northstar Neuroscience, Inc. • Electromedical & electrotherapeutic apparatus
This Lease Termination Agreement (the “Agreement”) is made and executed as of this 3rd day of March, 2009 by and between SELIG REAL ESTATE HOLDINGS EIGHT, LLC, (“Lessor”) and NORTHSTAR NEUROSCIENCE, INC., (“Lessee”).
