INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • September 17th, 2021 • Intuity Medical, Inc. • In vitro & in vivo diagnostic substances • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is effective as of , 20 by and between Intuity Medical, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/an officer/an employee/an agent] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement.
ContractWarrant Agreement • September 17th, 2021 • Intuity Medical, Inc. • In vitro & in vivo diagnostic substances • California
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR 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.
ContractIntuity Medical, Inc. • September 17th, 2021 • In vitro & in vivo diagnostic substances • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
INTUITY MEDICAL, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • September 17th, 2021 • Intuity Medical, Inc. • In vitro & in vivo diagnostic substances • California
This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between Timothy Buskey (“Executive”) and Intuity Medical, Inc. (the “Company”), effective as of immediately prior to the time the Company’s registration statement relating to the initial public offering of the Company’s common stock (the “IPO”) becomes effective (the “Effective Date”). This Agreement amends and restates and supersedes in its entirety that certain Change of Control Severance Agreement between Executive and the Company dated as of October 5, 2018 and supersedes the offer letter agreement between Executive and the Company dated as of January 21, 2018 (together, the “Prior Agreements”).
ContractWarrant Agreement • September 17th, 2021 • Intuity Medical, Inc. • In vitro & in vivo diagnostic substances • New York
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT.
INTUITY MEDICAL, INC. COMMON STOCK PURCHASE WARRANT NO. WC-«Number»Intuity Medical, Inc. • September 17th, 2021 • In vitro & in vivo diagnostic substances • California
This Warrant (the “Warrant”) is being issued pursuant to the terms of that certain Series 5 Preferred Stock, Warrant and Convertible Note Purchase Agreement, dated as of May 2, 2019, by and among the original Holder, the Company and certain other investors set forth therein (the “Purchase Agreement”). This Warrant may be exercised in whole or in part, at the option of the Holder.
CREDIT AGREEMENT Dated as of May 24, 2021 among INTUITY MEDICAL, INC., as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER, as the Guarantors, MADRYN HEALTH PARTNERS, LP, as the Administrative Agent and THE LENDERS FROM TIME TO TIME PARTY HERETOCredit Agreement • September 17th, 2021 • Intuity Medical, Inc. • In vitro & in vivo diagnostic substances • New York
This CREDIT AGREEMENT is entered into as of May 24, 2021 among INTUITY MEDICAL, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and MADRYN HEALTH PARTNERS, LP, a Delaware limited partnership, as the Administrative Agent.
SECOND AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • September 17th, 2021 • Intuity Medical, Inc. • In vitro & in vivo diagnostic substances • California
THIS SECOND AMENDMENT (this “Amendment”), dated as of May 31, 2019, to the Warrant Agreement to Purchase Shares of Preferred Stock of Intuity Medical, Inc., originally dated as of December 29, 2017, as amended by the First Amendment to Warrant Agreement, dated as of December 27, 2018 (as amended, the “Warrant Agreement”), is made by and between INTUITY MEDICAL, INC., a Delaware corporation (the “Company”), and HERCULES TECHNOLOGY III, L.P., a Delaware limited partnership (the “Warrantholder”).
SUPPLIER MASTER AGREEMENT Between ECMMS PRECISION SINGAPORE PTE. LTD. And Intuity Medical, Inc. Dated: January 26, 2018Supplier Master Agreement • September 17th, 2021 • Intuity Medical, Inc. • In vitro & in vivo diagnostic substances • California
This Supplier Master Agreement (this “Agreement”) is made and entered into, effective the 26th day of January, 2018 (the “Effective Date”) by and between Intuity Medical, Inc. (“Customer”), a Delaware corporation having its principal place of business at 3500 West Warren Avenue, Fremont, CA 94538,and ECMMS Precision Singapore PTE. Ltd. (“Supplier”), a Singapore corporation, with its principal place of business at 54 Genting Lane #03-05 Ruby Land Complex, Singapore, collectively referred to as the “Parties.” with reference to the following facts:
FIRST AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • September 17th, 2021 • Intuity Medical, Inc. • In vitro & in vivo diagnostic substances • California
THIS FIRST AMENDMENT (this “Amendment”), dated as of December 27, 2018, to the Warrant Agreement to Purchase Shares of Preferred Stock of Intuity Medical, Inc., originally dated as of December 29, 2017 (the “Warrant Agreement”), is made by and between INTUITY MEDICAL, INC., a Delaware corporation (the “Company”), and HERCULES CAPITAL, INC., a Delaware corporation (the “Warrantholder”).
Amended and Restated Advertising Agency Contract Intuity Medical, Inc. and Mind Machine, LLCIntuity Medical, Inc. • September 17th, 2021 • In vitro & in vivo diagnostic substances • California
This amended and restated agreement for the provision of professional services (“Agreement”) is entered into as of May 23, 2021 (the “Effective Date”) by and between Intuity Medical, Inc., located at 3500 West Warren Avenue, Fremont CA 94538, hereinafter referred to as Client, and Mind Machine, LLC, located at 39655 Eureka Dr., Newark CA 94560, hereinafter referred to as Agency. Client and Agency are sometimes referred to in this Agreement individually as a “Party” or, collectively, as “Parties.” This Agreement amends and restates the Parties’ prior agreement dated September 13, 2019 (the “Prior Agreement”).
INTUITY MEDICAL, INC. SERIES D-2 CONVERTIBLE PARTICIPATING PREFERRED STOCK PURCHASE WARRANT NO. WD-2-[ 🌑 ]Intuity Medical, Inc. • June 4th, 2021 • In vitro & in vivo diagnostic substances • California
This Warrant (the “Warrant”) is being issued pursuant to the terms of that certain Fourth Series D Preferred Stock and Warrant Purchase Agreement, dated as of September 25, 2013, by and among the original Holder, the Company and certain other investors set forth therein, as amended by that certain Amendment thereto dated as of January 21, 2014, that certain Amendment No. 2 thereto dated as of March 24, 2014, that certain Amendment No. 3 thereto dated as of May 15, 2014, that certain Amendment No. 4 thereto dated as of October 2, 2014, that certain Amendment No. 5 thereto dated as of April 9, 2015, that certain Amendment No. 6 thereto dated as of July 8, 2015 and that certain Amendment No. 7 thereto dated as of February 25, 2016 (together as amended, the “Purchase Agreement”). This Warrant may be exercised in whole or in part, at the option of the Holder.
INTUITY MEDICAL, INC. SERIES D-2 CONVERTIBLE PARTICIPATING PREFERRED STOCK PURCHASE WARRANT NO. WD-2-[ 🌑 ]Intuity Medical, Inc. • June 4th, 2021 • In vitro & in vivo diagnostic substances • California
This Warrant (the “Warrant”) is being issued pursuant to the terms of that certain Fourth Series D Preferred Stock and Warrant Purchase Agreement, dated as of September 25, 2013, by and among the original Holder, the Company and certain other investors set forth therein, as may be amended from time to time (the “Purchase Agreement”). This Warrant may be exercised in whole or in part, at the option of the Holder.
ContractIntuity Medical, Inc. • September 17th, 2021 • In vitro & in vivo diagnostic substances • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
INTUITY MEDICAL, INC.Intuity Medical, Inc. • September 17th, 2021 • In vitro & in vivo diagnostic substances
ContractWarrant Agreement • September 17th, 2021 • Intuity Medical, Inc. • In vitro & in vivo diagnostic substances • California
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR 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.
INTUITY MEDICAL, INC. SERIES D-2 CONVERTIBLE PARTICIPATING PREFERRED STOCK PURCHASE WARRANT NO. WD-2-[ 🌑 ]Intuity Medical, Inc. • September 17th, 2021 • In vitro & in vivo diagnostic substances • California
This Warrant (the “Warrant”) is being issued pursuant to the terms of that certain Fourth Series D Preferred Stock and Warrant Purchase Agreement, dated as of September 25, 2013, by and among the original Holder, the Company and certain other investors set forth therein, as amended by that certain Amendment thereto dated as of January 21, 2014, that certain Amendment No. 2 thereto dated as of March 24, 2014, that certain Amendment No. 3 thereto dated as of May 15, 2014, that certain Amendment No. 4 thereto dated as of October 2, 2014, that certain Amendment No. 5 thereto dated as of April 9, 2015, that certain Amendment No. 6 thereto dated as of July 8, 2015 and that certain Amendment No. 7 thereto dated as of February 25, 2016 (together as amended, the “Purchase Agreement”). This Warrant may be exercised in whole or in part, at the option of the Holder.
INTUITY MEDICAL, INC. a Delaware corporation ELEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT dated as of October 15, 2020Investors’ Rights Agreement • June 4th, 2021 • Intuity Medical, Inc. • In vitro & in vivo diagnostic substances • California
THIS ELEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of October 15, 2020 by and among Intuity Medical, Inc., a Delaware corporation (the “Company”), certain holders of Common Stock (as defined below) whose names and addresses are listed on Schedule 1 attached hereto (the “Common Holders”), the Prior Preferred Holders (as defined below) named in Schedule 2 attached hereto, the investors named in Schedule 3 attached hereto (the “New Series A Holders”), the investors named in Schedule 4 attached hereto (the “New Series A-1 Holders”), the investors named in Schedule 5 attached hereto (the “New Series B Holders”), the investors named in Schedule 6 attached hereto (the “New Series B-1 Holders”), the investors named in Schedule 7 attached hereto (the “New Series C Holders”) and the investors named in Schedule 8 attached hereto (the “New Series C-1 Holders”).
INTUITY MEDICAL, INC. a Delaware corporation ELEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT dated as of October 15, 2020Investors’ Rights Agreement • September 17th, 2021 • Intuity Medical, Inc. • In vitro & in vivo diagnostic substances • California
THIS ELEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of October 15, 2020 by and among Intuity Medical, Inc., a Delaware corporation (the “Company”), certain holders of Common Stock (as defined below) whose names and addresses are listed on Schedule 1 attached hereto (the “Common Holders”), the Prior Preferred Holders (as defined below) named in Schedule 2 attached hereto, the investors named in Schedule 3 attached hereto (the “New Series A Holders”), the investors named in Schedule 4 attached hereto (the “New Series A-1 Holders”), the investors named in Schedule 5 attached hereto (the “New Series B Holders”), the investors named in Schedule 6 attached hereto (the “New Series B-1 Holders”), the investors named in Schedule 7 attached hereto (the “New Series C Holders”) and the investors named in Schedule 8 attached hereto (the “New Series C-1 Holders”).
STANDARD INDUSTRIAL LEASE (Single Tenant)Assignment Agreement • September 17th, 2021 • Intuity Medical, Inc. • In vitro & in vivo diagnostic substances
This Assignment Agreement (“Agreement”) is dated for reference purposes the ______ day of _______________ 20__, and is entered into by and among _______________ (“Assignor”), ___________________ (“Assignee”), and __________________ (“Landlord”), with reference to the following facts and circumstances:
INTUITY MEDICAL, INC.Intuity Medical, Inc. • September 17th, 2021 • In vitro & in vivo diagnostic substances
