ASSET PURCHASE AND INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTAsset Purchase And • May 15th, 2017 • Turnpoint Medical Devices, Inc. • Surgical & medical instruments & apparatus • Delaware
This Asset Purchase and Intellectual Property Assignment Agreement (this “Agreement”) dated as of October 29, 2014, is by and between Point Medical, Inc., a Delaware corporation (“PMI”) with offices located at 665 Martinsville Rd, Suite 219, Basking Ridge, NJ 07920, and Leveraged Developments LLC, a New Hampshire limited liability company (“LD”) with offices located at 75 Congress Street, Portsmouth, NH 03801. PMI and LD are individually each a “Party”, and together are the “Parties,” to this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • August 11th, 2016 • Turnpoint Medical Devices, Inc. • Surgical & medical instruments & apparatus • Delaware
This Agreement (the "Agreement"), dated as of November 10, 2015, is by and between Turnpoint Medical Devices, Inc. (the "Company") and John R. Toedtman (the "Executive").
SCHEDULE IV MANUFACTURING AGREEMENTManufacturing Agreement • August 11th, 2016 • Turnpoint Medical Devices, Inc. • Surgical & medical instruments & apparatus • New Hampshire
This Manufacturing Agreement ("Agreement") is made as of 6 December 2012 ("Effective Date") between Mack Molding Company, a Vermont corporation having a mailing address at Warm Brook Road, Arlington, VT 05250 ("Mack") and Leveraged Developments LLC, a New Hampshire limited liability company having a mailing address at103 Winnicutt Rd., P.O. Box 267, Stratham, N.H. 03885-0267 ("LD"). Mack and LD agree that the following terms and conditions will govern the purchase by LD of certain products manufactured and/or assembled by Mack and its Affiliates for or on behalf of LD. All Attachments referenced in this Agreement are an integral part of this Agreement. For the purpose of this Agreement, an "Affiliate" shall mean any entity controlled by, under common control with, or controlling Mack, where "control", and its derivatives, shall mean the ability to make management decisions for or on behalf of such entity as a result of the ownership of a majority equity interest in such entity, the abi
DEVELOPMENT AGREEMENTDevelopment Agreement • August 11th, 2016 • Turnpoint Medical Devices, Inc. • Surgical & medical instruments & apparatus • Delaware
This Development Agreement (this “Agreement”) executed this 29th day of October, 2014, effective as of March 28, 2014 (the “Effective Date”), is by and between Point Medical, Inc., a Delaware corporation (“PMI”), and Leveraged Developments LLC, a New Hampshire limited liability company (“LD”). PMI and LD are individually a “Party”, and together are the “Parties,” to this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • February 10th, 2017 • Turnpoint Medical Devices, Inc. • Surgical & medical instruments & apparatus • Delaware
This Agreement (the “Agreement”), dated as of November 10, 2015, is by and between Turnpoint Medical Devices, Inc. (the “Company”) and John R. Toedtman (the “Executive”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • February 10th, 2017 • Turnpoint Medical Devices, Inc. • Surgical & medical instruments & apparatus
This AMENDMENT NO. I TO EMPLOYMENT AGREEMENT (the “Amendment “), dated as of September 28, 2016, by and between TurnPoint Medical Devices, Inc., a Delaware corporation (the “Company”) and Joerg H. Klaube (the “Executive”), each of which are sometimes referred to as a “Party” and collectively as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • February 10th, 2017 • Turnpoint Medical Devices, Inc. • Surgical & medical instruments & apparatus • Delaware
This Agreement (the “Agreement”), dated as of December 15, 2014, is by and between Point Medical Inc (the “Company”) and Jerry C. Ruddle (the “Executive”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • February 10th, 2017 • Turnpoint Medical Devices, Inc. • Surgical & medical instruments & apparatus
This AMENDMENT NO.I TO EMPLOYMENT AGREEMENT (the “Amendment”), dated as of September 28, 2016, by and between TurnPoint Medical Devices, Inc., a Delaware corporation (the “Company”) and John R. Toedtman (the “Executive”) , each of which are sometimes referred to as a “Party” and collectively as the “Parties”.
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • February 10th, 2017 • Turnpoint Medical Devices, Inc. • Surgical & medical instruments & apparatus • New Jersey
THIS ADVISORY SERVICES AGREEMENT (this “Agreement”) is made as of August 24, 2013 by and between Strategy Advisors, LLC, a New Jersey limited liability company (the “Service Provider”), and Point Medical, Inc., a Delaware corporation (the “Company”).
RESEARCH AND DEVELOPMENT AGREEMENTResearch and Development Agreement • August 11th, 2016 • Turnpoint Medical Devices, Inc. • Surgical & medical instruments & apparatus • Delaware
This Research and Development Agreement (this "Agreement") executed this 29th day of October, 2014, is by and between Point Medical, Inc., a Delaware corporation ("PMI"), and Leveraged Developments LLC, a New Hampshire limited liability company ("LD"). PMI and LD are individually a "Party", and together are the "Parties," to this Agreement.
AMENDMENT NO. 1 TO DEVELOPMENT AGREEMENT AND AMENDMENT NO. 1 TO RESEARCH AND DEVELOPM ENT AGREEMENTDevelopment Agreement • August 11th, 2016 • Turnpoint Medical Devices, Inc. • Surgical & medical instruments & apparatus • Delaware
This is Amendment No. 1 dated January 28, 2015 by and between Point Medical, Inc., a Delaware corporation (“PMI”), and Leveraged Developments LLC, a New Hampshire limited liability company (“LD”), (this “Amendment”) to the Development Agreement dated October 29, 2014 (the “Development Agreement”) and to the Research and Development Agreement dated October 29, 2014 (the “R&D Agreement”) (the Development Agreement and the R&D Agreement collectively the “Collaboration Agreements” and each a “Collaboration Agreement”) to which PMI and LD are party.
ACCOUNTING SERVICES AGREEMENTAccounting Services Agreement • February 10th, 2017 • Turnpoint Medical Devices, Inc. • Surgical & medical instruments & apparatus • New Jersey
THIS ACCOUNTING SERVICES AGREEMENT (this “Agreement”) is made as of March 1, 2014 by and between Strategy Advisors, LLC, a New Jersey limited liability company (the “Service Provider”), and Point Medical, Inc., a Delaware corporation (the “Company”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 11th, 2016 • Turnpoint Medical Devices, Inc. • Surgical & medical instruments & apparatus • New Hampshire
This Loan and Security Agreement (the “Agreement”) is made as of the 1st day of December, 2012 by and between Leveraged Developments LLC, a New Hampshire limited liability company, with its chief executive office at 103 Winnicutt Road, P.O. Box 267, Stratham, New Hampshire 03885-0267 (“Borrower”), and Mack Molding Company, a Vermont corporation, having a mailing address of Warm Brook Road, Arlington, Vermont 05250 (“Lender”).
ASSIGNMENT AND ASSUMPTION, CONSENT AND MODI FICATJON AGREEMENTAssignment and Assumption, Consent and Modi Ficatjon Agreement • August 11th, 2016 • Turnpoint Medical Devices, Inc. • Surgical & medical instruments & apparatus
This Assignment and Assumption, Consent and Modification Agreement (this “Agreement") dated as of February 24, 2015 (the "Effective .Date"), is made by and among Leveraged Developments LLC, a New Hampshire limited liability company ("LD"), TurnPoint Medical Devices, lnc., a Delaware corporation formerly known as Point Medical, lnc. ("TPMD") and Mack Molding Company, a Vermont corporation ("Mack").
Point Medical, Inc. PRIVATE PLACEMENT OFFERING, SUBSCRIPTION AGREEMENT, ACCREDITED INVESTOR QUESTIONNAIRE AND DISCLOSURE DOCUMENT Private Offering of up to a Maximum of ______ Common Shares of POINT MEDICAL, INC.Subscription Agreement • November 10th, 2015 • Turnpoint Medical Devices, Inc. • New Jersey
This Private Offering of Shares to be issued by Point Medical, Inc. (“We”, “Us” or the “Company”) is being conducted on a “best efforts” basis. This means that once we accept your subscription agreement, we will release your investment funds to the Company for the uses disclosed. We will terminate our Private Offering on ____________, our Private Offering “Termination Date”, unless extended by us for an additional period of time, not to exceed 60 days. See “Use of Proceeds” at Page 12 below. Accordingly you should be aware that we are not required to place your funds in escrow or raise any minimum amount of investor funds before we can use your investment funds for the purposes described herein.
ASSIGNMENT AND ASSUMPTION, CONSENT AND MODI FICATJON AGREEMENTAssignment and Assumption, Consent and Modi Ficatjon Agreement • May 15th, 2017 • Turnpoint Medical Devices, Inc. • Surgical & medical instruments & apparatus • New Hampshire
This Assignment and Assumption, Consent and Modification Agreement (this “Agreement") dated as of February 24, 2015 (the "Effective .Date"), is made by and among Leveraged Developments LLC, a New Hampshire limited liability company ("LD"), TurnPoint Medical Devices, lnc., a Delaware corporation formerly known as Point Medical, lnc. ("TPMD") and Mack Molding Company, a Vermont corporation ("Mack").
PATENT SECURITY AGREEMENTPatent Security Agreement • February 10th, 2017 • Turnpoint Medical Devices, Inc. • Surgical & medical instruments & apparatus
THIS PATENT SECURITY AGREEMENT (this “Grant”) has been granted in conjunction with the security interest granted to the Lender under that certain Assignment and Assumption , Consent and Modification Agreement by and between the Grantor, Leveraged Developments LLC and the Lender dated as of February 24, 201 5 (as amended , modified, extended, restated, replaced , or supplemented from time to time, the “Assignment Agreement ”), pursuant to which Grantor assumed al l of the Obligations of LD under that certain Loan and Security Agreement dated as of December I , 2012 by and between Lender and LD (the “Loan Agreement”). Terms used , but not otherwise defined herein shall have the meanings given to such terms in the Loan Agreement.
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • November 10th, 2015 • Turnpoint Medical Devices, Inc.
THIS WARRANT HAS BEEN, AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO THE EXERCISE OF THIS WARRANT (THE "SHARES") WILL BE, ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NEITHER THIS WARRANT NOR THE SHARES (TOGETHER, THE "SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS.
ASSIGNMENT AND ASSUMPTION, CONSENT AND MODIFICATION AGREEMENTAssignment and Assumption, Consent and Modification Agreement • February 10th, 2017 • Turnpoint Medical Devices, Inc. • Surgical & medical instruments & apparatus • Delaware
This Assignment and Assumption, Consent and Modification Agreement (this “Agreement”) dated as of February 24, 2015 (the “Effective .Date”), is made by and among Leveraged Developments LLC, a New Hampshire limited liability company (“LD”), TurnPoint Medical Devices, Inc., a Delaware corporation formerly known as Point Medical, Inc. (“TPMD”) and Mack Molding Company, a Vermont corporation (“Mack”).
INTELLECTUAL PROPERTY ASSIGNMENTIntellectual Property Assignment • May 15th, 2017 • Turnpoint Medical Devices, Inc. • Surgical & medical instruments & apparatus
This Intellectual Property Assignment (the “Assignment”) is made 5 December 2012 (the “Effective Date”), by Jeffrey A. Carlisle, and individual residing at 103 Winnicutt Road, Stratham, New Hampshire 03885-2462 (“Assignor”) to Leveraged Developments LLC, a New Hampshire limited liability company, having its principal place of business at 103 Winnicutt Road, Stratham, New Hampshire 03885-2462 (“Assignee” or the “Company”).
