PROCEPT BIOROBOTICS CORPORATION (a Delaware corporation) 4,422,169 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 4th, 2023 • PROCEPT BioRobotics Corp • Surgical & medical instruments & apparatus • New York
PROCEPT BIOROBOTICS CORPORATION INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • September 8th, 2021 • PROCEPT BioRobotics Corp • Surgical & medical instruments & apparatus • Delaware
THIS INDEMNIFICATION AND ADVANCEMENT AGREEMENT (“Agreement”) is effective as of [____], 2021, by and between PROCEPT BioRobotics Corporation, a Delaware corporation (the “Company”), and the undersigned individual (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 18th, 2021 • PROCEPT BioRobotics Corp • Surgical & medical instruments & apparatus
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of September 25, 2019 (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”), and PROCEPT BIOROBOTICS CORPORATION, a California corporation with offices located at 900 Island Drive, Suite 210, Redwood Shore, California 94065 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
LEASE BY AND BETWEENLease • March 22nd, 2022 • PROCEPT BioRobotics Corp • Surgical & medical instruments & apparatus • California
This Lease is dated as of the date specified in Section A of the Summary of Basic Lease Terms ("Summary") and is made by and between the party identified as Landlord in Section B of the Summary and the party identified as Tenant in Section C of the Summary.
PROCEPT BioRobotics Corporation Amended and Restated Change Of Control And Severance AgreementChange of Control and Severance Agreement • May 4th, 2023 • PROCEPT BioRobotics Corp • Surgical & medical instruments & apparatus • California
This Amended and Restated Change of Control and Severance Agreement (this “Agreement”) is entered into effective as of September 17, 2021 (the “Effective Date”) by and between Alaleh Nouri (“Executive”) and PROCEPT BioRobotics Corporation, a Delaware corporation (the “Company”).
LEASE AGREEMENT By and Between WESTPORT OFFICE PARK, LLC, a California limited liability company (“Landlord”) and PROCEPT BIOROBOTICS CORPORATION, a California corporation (“Tenant”) July 15, 2013Lease Agreement • August 18th, 2021 • PROCEPT BioRobotics Corp • Surgical & medical instruments & apparatus • California
THIS LEASE AGREEMENT, (this “Lease”) is made and entered into as of July 15, 2013 by and between WESTPORT OFFICE PARK, LLC, a California limited liability company (“Landlord”), and Tenant identified in the Basic Lease Information below.
CONSENT AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 18th, 2021 • PROCEPT BioRobotics Corp • Surgical & medical instruments & apparatus • California
THIS CONSENT AND SECOND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of April 6, 2021 (the “Amendment Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (in its individual capacity, “Oxford”; and in its capacity as Collateral Agent, “Collateral Agent”), the Lenders listed on Schedule 1.1 thereof from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), PROCEPT BIOROBOTICS CORPORATION, a California corporation with offices located at 900 Island Drive, Suite 210, Redwood City, California 94065 (“Existing Borrower”) and PROCEPT BIOROBOTICS CORPORATION, a Delaware corporation with offices located at 900 Island Drive, Suite 210, Redwood City, California 94065 (“New Borrower”).
THIRD AMENDMENT TO LEASE (EXPANSION)Third Amendment to Lease • August 18th, 2021 • PROCEPT BioRobotics Corp • Surgical & medical instruments & apparatus
This Third Amendment to Lease (the “Agreement”) is entered into as of April 4, 2018 by and between WESTPORT OFFICE PARK, LLC, a California limited liability company (“Landlord”), and PROCEPT BIOROBOTICS CORPORATION, a California corporation (“Tenant”), with respect to the following facts and circumstances:
AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENTAmended and Restated Exclusive License Agreement • August 18th, 2021 • PROCEPT BioRobotics Corp • Surgical & medical instruments & apparatus • California
This Amended and Restated Exclusive License Agreement (this “Agreement”) is effective as of September 13, 2019 (the “Effective Date”) by and between AquaBeam LLC, a California limited liability company having offices at 2995 Woodside Road, Suite 100, Woodside, California 94062 (“AquaBeam”), and PROCEPT BioRobotics Corporation, a California corporation having offices at 900 Island Dr #210, Redwood City, CA 94065 (“Procept”). AquaBeam and Procept may be referred to herein individually as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 18th, 2021 • PROCEPT BioRobotics Corp • Surgical & medical instruments & apparatus • California
THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of January 15, 2021 (the “Amendment Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 to the Loan Agreement (as defined below) or otherwise a party thereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and PROCEPT BIOROBOTICS CORPORATION, a California corporation with offices located at 900 Island Drive, Suite 210, Redwood City, California 94065 (“Borrower”).
PROCEPT BIOROBOTICSPROCEPT BioRobotics Corp • August 18th, 2021 • Surgical & medical instruments & apparatus
On behalf of PROCEPT BioRobotics Corporation (the “Company”), I am very pleased to offer you the position of Chief Financial Officer of the Company, reporting to me. This letter agreement sets forth the terms and conditions of your employment with the Company. Please understand that this offer, if not accepted, will expire on August 13, 2018.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 2nd, 2023 • PROCEPT BioRobotics Corp • Surgical & medical instruments & apparatus
This First Amendment to Loan and Security Agreement is entered into as of June 1, 2023, (the “Amendment”) is entered into between CANADIAN IMPERIAL BANK OF COMMERCE (“Bank”) and PROCEPT BIOROBOTICS CORPORATION, a Delaware corporation (“Borrower Representative”).
SECOND AMENDMENT TO LEASELease • August 18th, 2021 • PROCEPT BioRobotics Corp • Surgical & medical instruments & apparatus
This Second Amendment to Lease (the “Agreement”) is entered into as of May 20, 2016, by and between WESTPORT OFFICE PARK, LLC, a California limited liability company (“Landlord”), and PROCEPT BIOROBOTICS CORPORATION, a California corporation (“Tenant”), with respect to the following facts and circumstances:
FIRST AMENDMENT TO LEASE (EXPANSION)Lease • August 18th, 2021 • PROCEPT BioRobotics Corp • Surgical & medical instruments & apparatus
This First Amendment to Lease (the “Agreement”) is entered into as of March 2, 2016 by and between WESTPORT OFFICE PARK, LLC, a California limited liability company (“Landlord”), and PROCEPT BIOROBOTICS CORPORATION, a California corporation (“Tenant”), with respect to the following facts and circumstances:
PROCEPT BIOROBOTICS CORPORATION AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 18th, 2021 • PROCEPT BioRobotics Corp • Surgical & medical instruments & apparatus • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of June 10, 2021, by and among PROCEPT BioRobotics Corporation, a Delaware corporation (the “Company”), the investors listed on Exhibit A hereto (each, an “Investor” and collectively, the “Investors”), and the Founders (as defined below).
FOURTH AMENDMENT TO LEASE (EXTENSION)Lease (Extension) • February 28th, 2023 • PROCEPT BioRobotics Corp • Surgical & medical instruments & apparatus
This Forth Amendment to Lease (the "Agreement") is entered into as of January 27, by and between WESTPORT OFFICE PARK, LLC, a Delaware limited liability company ("Landlord"), and PROCEPT BIOROBOTICS CORPORATION, a Delaware corporation ("Tenant"), with respect to the following facts and circumstances:
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 22nd, 2022 • PROCEPT BioRobotics Corp • Surgical & medical instruments & apparatus • California
THIS THIRD AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of January 7, 2022 (the “Amendment Date”), by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 to the Loan Agreement (as defined below) or otherwise a party thereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and PROCEPT BIOROBOTICS CORPORATION, a Delaware corporation with offices located at 900 Island Drive, Suite 210, Redwood City, California 94065 (“Borrower”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 11th, 2022 • PROCEPT BioRobotics Corp • Surgical & medical instruments & apparatus • New York
This LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of October 6, 2022 (the “Closing Date”) is entered into among CANADIAN IMPERIAL BANK OF COMMERCE (“Bank”), PROCEPT BIOROBOTICS CORPORATION, a Delaware corporation (“Borrower Representative”) and each Borrower and Guarantor from time to time party hereto as set forth on Schedule 1 hereto.
May 15, 2018PROCEPT BioRobotics Corp • May 4th, 2023 • Surgical & medical instruments & apparatus
CONFIDENTIAL EXCLUSIVE PATENT LICENSE AND COVENANT NOT TO SUEPROCEPT BioRobotics Corp • February 28th, 2023 • Surgical & medical instruments & apparatus • Delaware
This Confidential Exclusive Patent License and Covenant Not to Sue (the “Agreement”) is entered into as of the date of the last signature set forth on the signature page below (the “Effective Date”), between HydroCision, Inc., a Delaware corporation with its principal place of business located at 267 Boston Road, Suite 28, North Billerica, MA 01862 (hereinafter “HydroCision”), on the one hand, and PROCEPT BioRobotics Corporation, a Delaware corporation with a principal place of business at 900 Island Drive, Suite 210 Redwood City, CA 94065 (hereinafter, “PROCEPT”), on the other hand. HydroCision, PROCEPT, and their respective Affiliates are referred to in this Agreement collectively as the “Parties” and individually as a “Party.”
