WARRANT AGREEMENT between MEDTECH ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • December 23rd, 2020 • MedTech Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 17, 2020, is by and between MedTech Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 23rd, 2020 • MedTech Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 17, 2020 by and between MedTech Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
MedTech Acquisition Corporation New York, NY 10022MedTech Acquisition Corporation • October 29th, 2020 • Blank checks • New York
This agreement (the “Agreement”) is entered into on September 11, 2020 by and between MedTech Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and MedTech Acquisition Corporation, a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • December 9th, 2020 • MedTech Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of __________, 2020, by and between MedTech Acquisition Corporation, a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
MedTech Acquisition Corporation New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • December 23rd, 2020 • MedTech Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between MedTech Acquisition Corporation, a Delaware corporation (the “Company”) and Raymond James & Associates, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,300,000 of the Company’s units (including up to 3,300,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offe
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2020 • MedTech Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 17, 2020, is made and entered into by and among MedTech Acquisition Corporation, a Delaware corporation (the “Company”), MedTech Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 9th, 2020 • MedTech Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020 by and between MedTech Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
TRISALUS LIFE SCIENCES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 16th, 2023 • TriSalus Life Sciences, Inc. • Services-medical laboratories • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is dated as of , 20 and is between TriSalus Life Sciences, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 23rd, 2020 • MedTech Acquisition Corp • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 17, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between MedTech Acquisition Corporation, a Delaware corporation (the “Company”), and MedTech Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
22,000,000 Units ($10.00 per Unit) UNDERWRITING AGREEMENTUnderwriting Agreement • December 23rd, 2020 • MedTech Acquisition Corp • Blank checks • New York
SUREFIRE MEDICAL, INC. DBA TRISALUS™ LIFE SCIENCES AMENDED AND RESTATED 2009 STOCK OPTION PLAN STOCK OPTION AGREEMENTStock Option Agreement • August 16th, 2023 • TriSalus Life Sciences, Inc. • Services-medical laboratories • Delaware
Unless otherwise defined herein, the terms defined in the 2009 Stock Option Plan, as amended from time to time (the “Plan”), shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 13th, 2021 • MedTech Acquisition Corp • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 12th day of August, 2021, by and among Memic Innovative Surgery Ltd., a company organized under the laws of the State of Israel (the “Issuer”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 13th, 2021 • MedTech Acquisition Corp • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is made as of ________________, by and among Memic Innovative Surgery Ltd., an Israeli company (the “Company”), MedTech Acquisition Sponsor LLC, a Delaware limited liability company (“SPAC Sponsor”), the equityholders of the Company designated on Schedule A hereto (collectively, the “Memic Equityholders”, and together with SPAC Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, each a “Holder” and collectively the “Holders”), and solely for purposes of Section 5.7 of this Agreement, MedTech Acquisition Corp., a Delaware corporation (“SPAC”). Capitalized terms used and not otherwise defined herein will have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 19th, 2023 • TriSalus Life Sciences, Inc. • Surgical & medical instruments & apparatus • Colorado
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of August 28, 2023 (the “Effective Date”), between TriSalus Life Sciences, Inc., a Delaware corporation (the “Company”), and Jodi Devlin (“Executive”).
MedTech Acquisition CorporationMedTech Acquisition Corp • December 23rd, 2020 • Blank checks • New York
This letter agreement by and between MedTech Acquisition Corporation (the “Company”) and MedTech Acquisition Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date of the Company’s final prospectus (the “Start Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SUBSCRIPTION AGREEMENTSubscription Agreement • July 6th, 2023 • MedTech Acquisition Corp • Services-medical laboratories
In connection with the proposed business combination (the “Transaction”) between MedTech Acquisition Corporation, a Delaware corporation (the “Company”) and TriSalus Life Sciences, Inc., a Delaware corporation (the “Target”), pursuant to that certain Agreement and Plan of Merger, dated as of November 11, 2022, as amended by that certain First Amendment to Agreement and Plan of Merger, dated April 4, 2023 and as further amended by that certain Second Amendment to Agreement and Plan of Merger, dated May 13, 2023 (as amended thereto and from time to time, the “Merger Agreement”), by and among, the Company, Target, MTAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (the “Merger Sub”), the Company is seeking commitments to purchase shares of the Company’s to-be-authorized class of preferred stock, par value $0.0001 per share (the “Preferred Stock”) that will be designated as “Series A Preferred Stock”, for a purchase price of $10.00 per share (the “Per
Company Voting AgreementCompany Voting Agreement • August 13th, 2021 • MedTech Acquisition Corp • Blank checks
This Company Voting Agreement (this “Agreement”) is made as of August 12, 2021, by and between MedTech Acquisition Corporation, a Delaware corporation (“SPAC”), and the party listed on the signature page hereto as a “Shareholder” (the “Shareholder”).
SUREFIRE MEDICAL, INC. DBA TRISALUS™ LIFE SCIENCES AMENDED AND RESTATED 2009 STOCK OPTION PLAN EARLY EXERCISE STOCK OPTION AGREEMENTEarly Exercise Stock Option Agreement • August 16th, 2023 • TriSalus Life Sciences, Inc. • Services-medical laboratories • Delaware
As Escrow Agent for both SUREFIRE MEDICAL, INC. DBA TRISALUS™ LIFE SCIENCES (the “Company”) and the undersigned purchaser of stock of the Company (the “Participant”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Early Exercise Stock Option Agreement (the “Agreement”) between the Company and the undersigned, in accordance with the following instructions:
Confidentiality and Lock-up AgreementConfidentiality and Lock-Up Agreement • August 13th, 2021 • MedTech Acquisition Corp • Blank checks • Delaware
This Confidentiality and Lock-Up Agreement is dated as of August 12, 2021 and is by and among Memic Innovative Surgery Ltd., a private company organized under the laws of the State of Israel (the “Company”), MedTech Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), each of the shareholder parties identified on Exhibit A hereto and the other persons who enter into a joinder to this Agreement substantially in the form of Exhibit B hereto with the Company in order to become a “Shareholder Party” for purposes of this Agreement (collectively, and together with the Sponsor, the “Shareholder Parties”), and solely for purposes of Section 4.01, MedTech Acquisition Corporation, a Delaware corporation (“SPAC”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 11th, 2024 • TriSalus Life Sciences, Inc. • Surgical & medical instruments & apparatus • Colorado
EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of Wednesday, January 24, 2024 (the “Amendment Effective Date”) by and between TriSalus Life Sciences, Inc., a Delaware corporation (the “Company”), and Richard Marshak, an individual (the “Executive”) (the Company and the Executive are hereinafter sometimes individually referred to as a “Party” and together referred to as the “Parties”).
FIRST Amendment To Agreement AND PLAN OF MERGERAgreement and Plan of Merger • April 5th, 2023 • MedTech Acquisition Corp • Services-medical laboratories • Delaware
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of April 4, 2023, is made and entered into by and among MedTech Acquisition Corporation, a Delaware corporation (“Acquiror”), MTAC Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Acquiror (“Merger Sub”) and TriSalus Life Sciences, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
BUSINESS COMBINATION AGREEMENT by and among MEMIC INNOVATIVE SURGERY LTD., MAESTRO MERGER SUB, INC. and MEDTECH ACQUISITION CORPORATION dated as of August 12, 2021Business Combination Agreement • August 13th, 2021 • MedTech Acquisition Corp • Blank checks • Delaware
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • October 3rd, 2023 • TriSalus Life Sciences, Inc. • Surgical & medical instruments & apparatus • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of October 2, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and TRISALUS LIFE SCIENCES, INC., a company incorporated under the laws of the State of Delaware (the “Company”).
CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. DISTRIBUTION...Distribution and Collaboration Agreement • June 8th, 2023 • MedTech Acquisition Corp • Services-medical laboratories • New York
July 4, 2023MedTech Acquisition Corp • July 6th, 2023 • Services-medical laboratories
STRATEGIC COLLABORATION AGREEMENTStrategic Collaboration Agreement • April 21st, 2023 • MedTech Acquisition Corp • Services-medical laboratories • Texas
This Strategic Collaboration Agreement (“Agreement”), effective as of the 2nd day of March, 2021 (“Effective Date”), is entered into by and between The University of Texas M. D. Anderson Cancer Center, with a place of business located at 1515 Holcombe Blvd., Houston, TX 77030, USA (“MD Anderson”), a member institution of The University of Texas System (“System”) and Surefire Medical Inc., dba TriSalus™ Life Sciences with a place of business located at 6272 W. 91st Avenue, Westminster, CO (“Company”) (MD Anderson and each a “Party” and collectively the “Parties”).
Ceros Financial Services, Inc. Rockville, MD 20850Ceros Financial • July 6th, 2023 • MedTech Acquisition Corp • Services-medical laboratories • New York
This letter agreement (the “Agreement”) confirms our agreement that MedTech Acquisition Corporation, a Delaware corporation (collectively with its owned or controlled subsidiaries, the “Company”) has engaged Ceros Financial Services, Inc. ( “Ceros” and together with its affiliates, the “Placement Agent”) to act as the Company’s placement agent in connection with the Company’s proposed private placement offering to existing qualified customers of Ceros (the “Offering”) of shares of the Company’s common stock (the “Securities”) in connection with the Company’s proposed business combination (the “Business Combination”) with TriSalus Life Sciences, Inc., a privately held oncology therapeutics company (“Target”), pursuant to that certain Agreement and Plan of Merger by and among the Company, the Target and MTAC Merger Sub, Inc., dated November 11, 2022 (the “Merger Agreement”). The precise terms of the Offering and the gross proceeds of such Offering will be negotiated by the Placement Agen
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 16th, 2023 • TriSalus Life Sciences, Inc. • Services-medical laboratories • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 10, 2023, is made and entered into by and among (i) TriSalus Life Sciences, Inc., a Delaware corporation (the “Company”) (formerly known as MedTech Acquisition Corp. (“MedTech”), a Delaware corporation), (ii) MedTech Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), (iii) certain former stockholders of TriSalus Operating Life Sciences, Inc., a Delaware corporation (formerly known as TriSalus Life Sciences, Inc. (“Legacy TriSalus”)) set forth on Schedule I hereto (the “TriSalus Holders”), and (iv) all members of the Sponsor (the “Sponsor Holders” and, together with the Sponsor, the TriSalus Holders, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, a “Holder” and collectively the “Holders”).
Second Amendment To Agreement AND PLAN OF MERGERAgreement and Plan of Merger • May 15th, 2023 • MedTech Acquisition Corp • Services-medical laboratories • Delaware
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of May 13, 2023, is made and entered into by and among MedTech Acquisition Corporation, a Delaware corporation (“Acquiror”), MTAC Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Acquiror (“Merger Sub”), and TriSalus Life Sciences, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
TRISALUS LIFE SCIENCES AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT AND ARBITRATION AGREEMENTAssignment and Arbitration Agreement • August 16th, 2023 • TriSalus Life Sciences, Inc. • Services-medical laboratories • Colorado
As a condition of my employment with TriSalus Life Sciences, Inc. (the “Company”), and in consideration of my employment with the Company, my receipt of the compensation now and hereafter paid to me by Company, and the Company’s agreement to provide me with access to Company Confidential Information (as defined below). I agree to the following provisions of this At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (this “Agreement”):
June 7, 2023Letter Agreement • June 8th, 2023 • MedTech Acquisition Corp • Services-medical laboratories
THIRD Amendment To Agreement AND PLAN OF MERGERAgreement and Plan of Merger • July 6th, 2023 • MedTech Acquisition Corp • Services-medical laboratories • Delaware
THIS THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Third Amendment”), dated as of July 5, 2023, is made and entered into by and among MedTech Acquisition Corporation, a Delaware corporation (“Acquiror”), MTAC Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Acquiror (“Merger Sub”), and TriSalus Life Sciences, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
JOINT FILING AGREEMENTJoint Filing Agreement • December 22nd, 2022 • MedTech Acquisition Corp • Blank checks
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
August 12, 2021Letter Agreement • August 13th, 2021 • MedTech Acquisition Corp • Blank checks
This letter agreement (“Sponsor Letter Agreement”) is being delivered in accordance with that certain Business Combination Agreement (“BCA”), dated on or about the date hereof, by and among Memic Innovative Surgery Ltd., a private company organized under the laws of the State of Israel (the “Company”), Maestro Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Merger Sub”), and MedTech Acquisition Corporation, a Delaware corporation (“SPAC”), pursuant to which Merger Sub will merge with and into SPAC (“Merger”), with SPAC surviving the Merger as a wholly owned subsidiary of the Company. Capitalized terms used in this Sponsor Letter Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the BCA.
AMENDMENT NO. 1 TO TERM SHEET, DATED AS OF NOVEMBER 11, 2022, BY AND AMONG MEDTECH ACQUISITION CORPORATION, TRISALUS LIFE SCIENCES, INC. AND MAGNETAR CAPITAL LLCMedTech Acquisition Corp • March 8th, 2023 • Services-medical laboratories • New York
This AMENDMENT NO. 1 TO TERM SHEET, dated as of March 4, 2023 (this “Amendment”), is hereby adopted, executed and agreed to by MedTech Acquisition Corporation (the “Issuer”), TriSalus Life Sciences, Inc. (the “Target”) and Magnetar Capital LLC, on behalf of one or more affiliates (the “Purchaser”, and together with the Issuer and the Target, the “Parties”).
