1,700,000 Shares SHOCKWAVE MEDICAL, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • June 19th, 2020 • Shockwave Medical, Inc. • Surgical & medical instruments & apparatus • New York
August [ ], 2023Shockwave Medical, Inc. • August 15th, 2023 • Surgical & medical instruments & apparatus
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [ ] (“Dealer”) and Shockwave Medical, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
AGREEMENT AND PLAN OF MERGER by and among JOHNSON & JOHNSON, SWEEP MERGER SUB, INC. and SHOCKWAVE MEDICAL, INC. Dated as of April 4, 2024Agreement and Plan of Merger • April 5th, 2024 • Shockwave Medical, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 4, 2024 by and among Johnson & Johnson, a New Jersey corporation (“Parent”), Sweep Merger Sub, Inc., a Delaware corporation and a direct or indirect wholly owned Subsidiary of Parent (“Merger Sub”), and Shockwave Medical, Inc., a Delaware corporation (the “Company”).
ContractShockWave Medical, Inc. • December 6th, 2018 • Surgical & medical instruments & apparatus • 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 FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 6th, 2018 • ShockWave Medical, Inc. • Surgical & medical instruments & apparatus • Delaware
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • February 8th, 2019 • ShockWave Medical, Inc. • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement (this “Agreement”), made and entered into as of the ____ day of ______, 20__, by and between Shockwave Medical, Inc., a Delaware corporation (the “Company”) and _________ (“Indemnitee”).
ContractShockWave Medical, Inc. • February 8th, 2019 • Surgical & medical instruments & apparatus • 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 FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
AMENDED AND RESTATED SEPARATION PAY AGREEMENTSeparation Pay Agreement • May 9th, 2022 • Shockwave Medical, Inc. • Surgical & medical instruments & apparatus • California
This Separation Pay Agreement (the “Agreement”) is made and entered into as of , 2022, by and between [NAME] (the “Executive”) and Shockwave Medical, Inc., a Delaware corporation (the “Company”), and amends and restates that certain Separation Pay Agreement entered into by and between the Executive and the Company, dated as of [DATE].
ARRANGEMENT AGREEMENTJANUARY 16, 2023Arrangement Agreement • January 17th, 2023 • Shockwave Medical, Inc. • Surgical & medical instruments & apparatus • British Columbia
Schedule A Plan of Arrangement Schedule B Arrangement Resolution Schedule C Representations and Warranties of Corporation Schedule D Representations and Warranties of Purchaser Schedule E CVR Agreement
SECOND AMENDMENT TO OFFICE LEASE (NET)Office Lease • June 1st, 2023 • Shockwave Medical, Inc. • Surgical & medical instruments & apparatus
THIS SECOND AMENDMENT TO OFFICE LEASE (NET) (this “Second Amendment”) is dated as of May 26, 2023 (the “Effective Date”), by and between BETSY ROSS PROPERTY, LLC, a Delaware limited liability company (“Landlord”), and SHOCKWAVE MEDICAL, INC., a Delaware corporation (“Tenant”).
FORM OF SUPPORT AND VOTING AGREEMENTSupport and Voting Agreement • January 17th, 2023 • Shockwave Medical, Inc. • Surgical & medical instruments & apparatus • British Columbia
WHEREAS Shareholder is the beneficial owner of [[●] common shares, [●] options to acquire common shares and [●] restricted share units] (the "Subject Securities") in the share capital of Neovasc Inc., a corporation incorporated under the Canada Business Corporations Act ("Corporation");
OFFICE LEASE (NET) BETWEEN BETSY ROSS PROPERTY, LLC, a Delaware limited liability company, AS LANDLORD, AND SHOCKWAVE MEDICAL, INC., a Delaware corporation, AS TENANT, FOR GREAT AMERICA TECH CENTEROffice Lease • March 12th, 2020 • ShockWave Medical, Inc. • Surgical & medical instruments & apparatus • California
This Summary of Basic Lease Information (the “Lease Summary”) is hereby incorporated into and made a part of the attached Office Lease (Net) (this Lease Summary and the Office Lease (Net) to be known collectively as the “Lease”). In the event of a conflict between the terms of this Lease Summary and the Office Lease (Net), the terms of the Office Lease (Net) shall prevail. Any capitalized terms used herein and not otherwise defined herein shall have the meaning as set forth in the Office Lease (Net).
SUBLEASE AGREEMENTSublease Agreement • February 8th, 2019 • ShockWave Medical, Inc. • Surgical & medical instruments & apparatus
THIS SUBLEASE AGREEMENT (“Sublease”) is dated for reference purposes only as of May 7, 2018, and is made by and between Benvenue Medical, Inc., a Delaware corporation (“Sublandlord”), and Shockwave Medical, Inc., a Delaware corporation (“Subtenant”).
FIRST AMENDMENT TO OFFICE LEASE (NET)Office Lease • September 29th, 2021 • Shockwave Medical, Inc. • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT TO OFFICE LEASE (NET) (this “Amendment”) is dated as of September 27, 2021, by and between BETSY ROSS PROPERTY, LLC, a Delaware limited liability company (“Landlord”), and SHOCKWAVE MEDICAL, INC., a Delaware corporation (“Tenant”).
FORM OF CONVERSION, SUPPORT AND VOTING AGREEMENTAnd Voting Agreement • January 17th, 2023 • Shockwave Medical, Inc. • Surgical & medical instruments & apparatus • British Columbia
WHEREAS SMG is (i) the holder of the Restated Senior Secured Convertible Note issued by Corporation, on March 23, 2022, to SMG in the initial principal amount of US$13,000,000 (the "Convertible Note") (which amended and restated that certain prior senior secured convertible note dated as of May 28, 2020 issued by the Corporation to SMG), with the Convertible Note being convertible into Shares (and, in the event that the Convertible Note Conversion (as defined herein) occurs prior to the record date for purposes of determining the Shareholders entitled to notice of and to vote at the Meeting, such shares shall be deemed to be the “Conversion Shares”), (ii) the beneficial owner of [●] Shares (the “Owned Shares” and, together with the Conversion Shares, the “Subject Securities”) and (iii) the holder of the warrants set forth on Exhibit A (collectively, the “Warrants”);
LEASE DATED August 10, 2012 BY AND BETWEEN HINES VAF NO CAL PROPERTIES, L.P., A DELAWARE LIMITED PARTNERSHIP, as Landlord and SHOCKWAVE MEDICAL, INC., A DELAWARE CORPORATION, as Tenant AFFECTING PREMISES COMMONLY KNOWN AS 48531 Warm Springs Blvd.,...Lease • February 8th, 2019 • ShockWave Medical, Inc. • Surgical & medical instruments & apparatus
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 12th, 2020 • ShockWave Medical, Inc. • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 11th day of February, 2020, by and between SILICON VALLEY BANK, a California corporation (“Bank”), and SHOCKWAVE MEDICAL, INC., a Delaware corporation (“Borrower”).
OFFICE LEASE (NET) BETWEEN BUNKER HILL LANE PROPERTY, LLC, a Delaware limited liability company, AS LANDLORD, AND SHOCKWAVE MEDICAL, INC., a Delaware corporation, AS TENANT, FOR 3003 BUNKER HILL LANE SANTA CLARA, CALIFORNIAOffice Lease • September 29th, 2021 • Shockwave Medical, Inc. • Surgical & medical instruments & apparatus • California
This Summary of Basic Lease Information (the “Lease Summary”) is hereby incorporated into and made a part of the attached Office Lease (Net) (this Lease Summary and the Office Lease (Net) to be known collectively as the “Lease”). In the event of a conflict between the terms of this Lease Summary and the Office Lease (Net), the terms of the Office Lease (Net) shall prevail. Any capitalized terms used herein and not otherwise defined herein shall have the meaning as set forth in the Office Lease (Net).
SHOCKWAVE MEDICAL, INC. CONSULTING AGREEMENTConsulting Agreement • February 26th, 2024 • Shockwave Medical, Inc. • Surgical & medical instruments & apparatus • California
This Consulting Agreement (this “Agreement”) is made and entered into as of the date of the last signature below to be effective on and after February 5, 2024 (the “Effective Date”), between Shockwave Medical, Inc., a Delaware corporation with its principal place of business at 5403 Betsy Ross Dr., Santa Clara, CA 95054 (the “Company”), and Daniel Puckett, an individual, with a business or other address set forth on the signature page hereto (“Consultant”). Consultant and Company are referred to herein from time to time individually as a “Party,” or collectively as the “Parties”).
SHOCKWAVE MEDICAL, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT December 6, 2018Investor Rights Agreement • February 8th, 2019 • ShockWave Medical, Inc. • Surgical & medical instruments & apparatus • California
This Amended and Restated Investor Rights Agreement (this “Agreement”) is dated as of December 6, 2018, and is by and among ShockWave Medical, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A (each, an “Investor” and collectively, the “Investors”).
Re: Retention AgreementShockwave Medical, Inc. • April 9th, 2024 • Surgical & medical instruments & apparatus • California
This letter agreement (this “Agreement”) is in reference to the Amended and Restated Separation Pay Agreement between you and the Company, entered into as of March 30, 2022 (as amended through the date hereof, the “Separation Pay Agreement”). As you know, Parent, Sweep Merger Sub, Inc., a Delaware corporation and direct or indirect wholly owned subsidiary of Parent (“Merger Sub”), and the Company propose to enter into a merger agreement (the “Merger Agreement”) that will (subject to the satisfaction of the terms and conditions of the Merger Agreement) result in Merger Sub being merged with and into the Company as a result of the Merger (as defined in the Merger Agreement) and the Company surviving the Merger as a wholly owned subsidiary of Parent. As a condition to the willingness of Parent and Merger Sub to enter into the Merger Agreement, Parent has requested that you enter into this Agreement setting forth a retention bonus payable subject to the terms and conditions of this Agreeme
