Icad Inc Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 27th, 2018 • Icad Inc • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 20, 2018, between iCAD, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 27th, 2018 • Icad Inc • Surgical & medical instruments & apparatus

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

Exhibit 10.2 ICAD, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • June 28th, 2005 • Icad Inc • Computer peripheral equipment, nec • New Hampshire
STATEMENT
License Agreement • March 31st, 2003 • Icad Inc • Computer peripheral equipment, nec • New York
STATEMENT
Exclusive License Agreement • August 14th, 2003 • Icad Inc • Computer peripheral equipment, nec • New York
SUBSIDIARY GUARANTEE
Subsidiary Guarantee • December 27th, 2018 • Icad Inc • Surgical & medical instruments & apparatus • New York

SUBSIDIARY GUARANTEE, dated as of December 20, 2018 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between iCAD, Inc., a Delaware corporation (the “Company”) and the Purchasers.

2,400,000 Shares1 ICAD, INC. Common Stock, $0.01 par value per share PURCHASE AGREEMENT
Purchase Agreement • March 12th, 2014 • Icad Inc • Surgical & medical instruments & apparatus • New York
RECITALS
Plan and Agreement of Merger • March 28th, 2002 • Howtek Inc • Computer peripheral equipment, nec • Delaware
FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 14th, 2014 • Icad Inc • Surgical & medical instruments & apparatus • Delaware

This Indemnification Agreement, dated as of , 2014, is made by and between iCAD, Inc., a Delaware corporation (the “Corporation”), and [ ] (the “Indemnitee”).

iCad, Inc. Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: March 30, 2020
Equity Distribution Agreement • March 31st, 2020 • Icad Inc • Surgical & medical instruments & apparatus • New York

iCad, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with JMP Securities LLC (the “Placement Agent”), as follows:

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 10th, 2017 • Icad Inc • Surgical & medical instruments & apparatus • Delaware

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 7, 2017 (the “Effective Date”) by and among (a) SILICON VALLEY BANK, a California corporation (“Bank”), and (b)(i) ICAD, INC., a Delaware corporation (“ICAD”), (ii) XOFT, INC., a Delaware corporation (“Xoft”) and (iii) XOFT SOLUTIONS, LLC, a Delaware limited liability company (“Xoft Solutions”, and together with ICAD and Xoft, individually and collectively, jointly and severally, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

RECITALS
Escrow Agreement • January 15th, 2004 • Icad Inc • Computer peripheral equipment, nec • Delaware
EXHIBIT 10(b) LEASE RENEWAL
Howtek Inc • March 13th, 1997 • Computer peripheral equipment, nec
1,222,222 Shares of Common Stock ICAD, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • March 4th, 2021 • Icad Inc • Surgical & medical instruments & apparatus • New York

iCAD, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 1,222,222 shares (the “Firm Shares”) of its common stock, par value $0.01 per share (the “Common Stock”). The Company also proposes to issue and sell to the several Underwriters up to an additional 171,516 shares (the “Additional Shares”) of Common Stock at the option of the Underwriters as provided in Section 2(c) below. The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the “Shares.” Guggenheim Securities, LLC (“Guggenheim Securities”) is acting as representative (the “Representative”) of the several Underwriters in connection with the offering and sale of the Shares contemplated herein (the “Offering”).

5% CONVERTIBLE DEBENTURE DUE DECEMBER 21, 2021
Icad Inc • December 27th, 2018 • Surgical & medical instruments & apparatus • New York

THIS 5% CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 5% Convertible Debentures of iCAD, Inc., a Delaware corporation (the “Company”), having its principal place of business at 98 Spit Brook Road, Suite 100, Nashua, New Hampshire 03062, designated as its 5% Convertible Debenture due December ___, 2021 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

Contract
Icad Inc • January 3rd, 2012 • Surgical & medical instruments & apparatus • New York

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (II) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 27th, 2020 • Icad Inc • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 23, 2020, between iCAD, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

REVOLVING LOAN AND SECURITY AGREEMENT CONVERTIBLE REVOLVING CREDIT PROMISSORY NOTE DATED OCTOBER 26, 1987
Loan and Security Agreement • March 31st, 2003 • Icad Inc • Computer peripheral equipment, nec
1,636,364 Shares1 iCAD, Inc. Common Stock, par value $0.01 per share UNDERWRITING AGREEMENT
Underwriting Agreement • June 14th, 2019 • Icad Inc • Surgical & medical instruments & apparatus • New York

iCAD, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 1,636,364 shares (the “Firm Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of the Company. The Firm Shares consist of authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company also proposes to grant to the several Underwriters an option to purchase up to 245,454 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement (the “Agreement”) are herein collectively called the “Securities.”

WITNESSETH:
Exclusive Distribution Agreement • March 31st, 2003 • Icad Inc • Computer peripheral equipment, nec • Florida
EXHIBIT 10(e) SECURED DEMAND NOTE PRIVATE For value received, Howtek, Inc., a Delaware company with a principal place of business at 21 Park Avenue, Hudson, New Hampshire 03051 (the "Company") promises to pay to the order of _____________________, at...
Howtek Inc • March 31st, 1999 • Computer peripheral equipment, nec

For value received, Howtek, Inc., a Delaware company with a principal place of business at 21 Park Avenue, Hudson, New Hampshire 03051 (the "Company") promises to pay to the order of _____________________, at ________________________________ (the "Payee"), the principal amount of $ __________________. Principal on this Note shall be due and payable in full, together with interest accrued and any penalties provided for herein, on five (5) day's written notice. Payments will be made by certified check delivered to the Payee or the holder at the address furnished to the Borrower for that purpose. Principal on this note shall bear interest at the rate of 12% per annum, compounded monthly.

EMPLOYMENT AGREEMENT
Employment Agreement • March 28th, 2022 • Icad Inc • Surgical & medical instruments & apparatus • Delaware

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 1st day of March, 2022 (the “Effective Date”), between iCAD, Inc., a corporation with a principal place of business at 98 Spit Brook Road Suite 100, Nashua, NH 03062 (which hereinafter includes any parent, subsidiary and affiliate, and is collectively referred to as the “Company”), and Stacey Stevens (hereinafter referred to as “Executive” or “you”). In consideration of the promises and the mutual covenants herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto mutually agree as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • November 20th, 2018 • Icad Inc • Surgical & medical instruments & apparatus • Delaware

EMPLOYMENT AGREEMENT (the “Agreement”), entered into as of November 19, 2018 by and between iCAD, Inc., a Delaware corporation (the “Company”), and MICHAEL S. KLEIN (the “Executive”).

EXHIBIT A
Icad Inc • November 26th, 2003 • Computer peripheral equipment, nec
iCAD, Inc. CHANGE OF CONTROL BONUS AGREEMENT
Change of Control Bonus Agreement • November 4th, 2015 • Icad Inc • Surgical & medical instruments & apparatus • Delaware

This Agreement, dated as of October 29, 2015, is entered into between iCAD, Inc., a Delaware corporation (the “Company”), and Stacey Stevens (the “Executive”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 14th, 2006 • Icad Inc • Computer peripheral equipment, nec • Delaware

INDEMNIFICATION AGREEMENT (this "Agreement"), dated as of __________, 2006, between iCAD, Inc., a Delaware corporation (the "Company") and _____________ ("Indemnitee").

RENEWAL OF LEASE
Howtek Inc • March 28th, 2002 • Computer peripheral equipment, nec

Effective October 1, 2001, the Indenture of Lease (the "Lease") dated October 1, 1984 between Robert Howard ("Lessor") and Howtek, Inc. ("Lessee"), of the premises located at 21 Park Avenue, Hudson, NH, is renewed for a term of one (1) year at the base rent of $78,499.92, payable in twelve (12) monthly installments of $6,541.66. All other terms and conditions of the Lease remain in effect.

REVOLVING LOAN AND SECURITY AGREEMENT CONVERTIBLE REVOLVING CREDIT PROMISSORY NOTE DATED OCTOBER 26, 1987 ADDENDUM NO. 14 For consideration given and received, Robert Howard and iCAD, Inc. hereby agree to extend the repayment date in Paragraph D of...
Loan and Security Agreement • March 30th, 2004 • Icad Inc • Computer peripheral equipment, nec

For consideration given and received, Robert Howard and iCAD, Inc. hereby agree to extend the repayment date in Paragraph D of the above referenced Convertible Revolving Credit Promissory Note, as amended, (the "Note") from January 4, 2004 to January 4, 2005. Also the Note hereafter will be a maximum principal sum of Four Million Dollars ($4,000,000).

ASSET PURCHASE AGREEMENT BY AND BETWEEN ICAD, INC. AND DERMEBX, A SERIES OF RADION CAPITAL PARTNERS, LLC Dated as of July 15, 2014
Asset Purchase Agreement • July 18th, 2014 • Icad Inc • Surgical & medical instruments & apparatus • Delaware

THIS ASSET PURCHASE AGREEMENT is made and entered into as of July 15, 2014 by and between ICAD, INC., a Delaware corporation (“Buyer”), DermEbx, a Series of Radion Capital Partners, LLC, a Delaware limited liability company (the “Seller”) and, solely with respect to Section 5.15 hereof, Radion Capital Partners, LLC, a California limited liability company (“RCP”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X.

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