WARRANT AGREEMENTWarrant Agreement • January 4th, 2012 • Lucid Inc • Surgical & medical instruments & apparatus • New York
This Warrant Agreement made as of December 30, 2011, is between Lucid, Inc., a New York corporation, with offices at 2320 Brighton Henrietta Townline Road, Rochester, New York 14623 (the “Company”), and American Stock Transfer and Trust Company, LLC, with offices at 6201 Fifteenth Avenue, Brooklyn, New York 11219 (the “Warrant Agent”).
LUCID, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 1st, 2011 • Lucid Inc • Surgical & medical instruments & apparatus • North Carolina
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of July 20, 2011, by and between Square 1 Bank (“Bank”) and Lucid, Inc. (“Borrower”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 5th, 2012 • Lucid Inc • Surgical & medical instruments & apparatus • Massachusetts
This Employment Agreement (“Agreement”) is made as of the 1 day of October, 2012, between Lucid, Inc., a New York corporation (the “Company”), and L. Michael Hone (the “Executive”).
UNIT PURCHASE OPTION FOR THE PURCHASE OF 15,268 UNITS OF LUCID, INC.Lucid Inc • January 4th, 2012 • Surgical & medical instruments & apparatus • New York
EMPLOYMENT AGREEMENTEmployment Agreement • June 27th, 2011 • Lucid Inc • Surgical & medical instruments & apparatus • New York
This EMPLOYMENT AGREEMENT, dated as of the 1st day of December 2010, is between Lucid, Inc., a New York corporation (“Company”), and William J. Shea (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 20th, 2014 • Lucid Inc • Surgical & medical instruments & apparatus • Massachusetts
This Employment Agreement (“Agreement”) is made as of the 18th day of March, 2014, between Lucid, Inc., a New York corporation d/b/a Caliber I.D. (the “Company”), and Richard Christopher (the “Executive”).
LUCID, INC. (WARRANT TO PURCHASE SHARES OF COMMON STOCK)Lucid Inc • August 1st, 2011 • Surgical & medical instruments & apparatus
FOR VALUE RECEIVED, LUCID, INC., a New York corporation with an office at 2320 Brighton-Henrietta Town Line Road, Rochester, New York 14623 (the “Company”) grants the following rights to (the “Holder”):
LUCID, INC. 1,388,000 Units Each Unit Consisting of One Share of Common Stock and One Warrant to Purchase a Share of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 4th, 2012 • Lucid Inc • Surgical & medical instruments & apparatus • California
Lucid, Inc., a New York corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”) for whom Roth Capital Partners, LLC is acting as representative (the “Representative”), an aggregate of 1,388,000 units (the “Underwritten Units”), each Underwritten Unit consisting of (i) one share Common Stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and (ii) one warrant to purchase one share of Common Stock (the “Underwritten Warrants”). The Underwritten Shares and the Underwritten Warrants included in the Underwritten Units will trade separately on the tenth business day following the earlier to occur of (i) the expiration of the Over-allotment Option (as defined below) or (ii) its exercise in full.
UNCONDITIONAL GUARANTYUnconditional Guaranty • August 1st, 2011 • Lucid Inc • Surgical & medical instruments & apparatus • North Carolina
For and in consideration of the loan by SQUARE 1 BANK (“Bank”) to Lucid, Inc. (“Borrower”), which loan is made pursuant to a Loan and Security Agreement (as amended from time to time, the “Agreement”), and acknowledging that Bank would not enter into the Agreement without the benefit of this Guaranty, the undersigned guarantor (“Guarantor”) hereby unconditionally and irrevocably guarantees the prompt and complete payment of all amounts that Borrower owes to Bank and performance by Borrower of the Agreement and any other agreements between Borrower and Bank, as amended from time to time (collectively referred to as the “Agreements”), in strict accordance with their respective terms. This Guaranty is a continuing guaranty that covers, without limitation, new debts incurred by Borrower under the Agreement or any other agreements between Borrower and bank. All terms used without definition in this Guaranty shall have the meaning assigned to them in the Agreement.
SECURITY AGREEMENTSecurity Agreement • August 1st, 2011 • Lucid Inc • Surgical & medical instruments & apparatus • New York
This SECURITY AGREEMENT (the “Security Agreement”), dated as of August 29, 2002, is made by LUCID, INC., a New York corporation (the “Debtor”), in favor of [*] a New York resident (the “Secured Party”).
SUBSCRIPTION AGREEMENT in connection with LUCID, INC. CONVERTIBLE NOTES AND WARRANTS July, 2011Subscription Agreement • August 1st, 2011 • Lucid Inc • Surgical & medical instruments & apparatus • New York
This Subscription Agreement (the “Agreement”) is executed by the undersigned (the “Subscriber”) in connection with the offering (the “Offering”) by Lucid, Inc., a New York corporation (the “Company”), of Convertible Notes of the Company (the “Notes”) and Warrants to purchase shares of Common Stock of the Company (the “Warrants”)(collectively, the “Securities”).
UNLIMITED GUARANTYUnlimited Guaranty • June 27th, 2011 • Lucid Inc • Surgical & medical instruments & apparatus • Massachusetts
GUARANTY, dated as of July 9, 2010, by WILLIAM J. SHEA (the “Guarantor”), in favor of DANVERSBANK, a Massachusetts savings bank, having a mailing address of One Conant Street, Danvers, Massachusetts 01923 (the “Bank”). In consideration of the Bank’s giving, in its discretion, time, credit or banking facilities or accommodations to LUCID, INC., a New York corporation duly organized by law and having a usual place of business at 2320 Brighton-Henrietta Town Line Road, Rochester, New York (together with its successors, the “Customer”), the Guarantor agrees as follows:
COMMON STOCK PURCHASE WARRANT LUCID, INC., d/b/a CALIBER IMAGING & DIAGNOSTICSLucid Inc • October 3rd, 2013 • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date this Warrant is issued (the “Initial Exercise Date”) and on or prior to the close of business on March 30, 2019 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Lucid, Inc., d/b/a Caliber Imaging & Diagnostics, a New York corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (“Common Stock”); provided, however, the exercisability of this Warrant shall vest as follows (“Vesting Schedule”):
Caliber Imaging & Diagnostics March 10, 2014Arbitration Agreement • March 12th, 2014 • Lucid Inc • Surgical & medical instruments & apparatus • New York
We are pleased that Lucid, Inc., operating as Caliber Imaging & Diagnostics, (“Caliber” or the “Company”) has decided to retain R.F. Lafferty & Co., Inc. (“Lafferty”) to provide general investment banking services to the Company as set forth herein. This letter agreement (“Agreement”) will confirm Lafferty’s acceptance of such retention and set forth the terms of our engagement.
DISTRIBUTOR AGREEMENTDistributor Agreement • June 27th, 2011 • Lucid Inc • Surgical & medical instruments & apparatus • New York
And ConBio (China) Co., Ltd. having a principal place of business at 129 Da Tian Rd. building 1, Jia Fa Plaza, Suite 5G, Gang-Tai Plaza, Suite 2507, Shanghai 200041 (‘Distributor’)
AGREEMENTAgreement • June 27th, 2011 • Lucid Inc • Surgical & medical instruments & apparatus • New York
THIS AGREEMENT (this “Agreement”) is entered into by and between LUCID, INC., a New York Corporation having its principal address located at 2320 Brighton-Henrietta Townline Road, Rochester, New York 14623 (“Lucid”) and Northeast LCD Capital, LLC, a Maine limited liability company with an address at c/o Wesley Crowell, Bergen & Parkinson, LLC, 62 Portland Road, Suite 25, Kennebunk, Maine 04043(“Northeast”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • August 1st, 2011 • Lucid Inc • Surgical & medical instruments & apparatus
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT is entered into as of July 20, 2011 by and between SQUARE 1 BANK (“Bank”) and LUCID, INC., a New York corporation (“Grantor”).
JOINT VENTURE AGREEMENTJoint Venture Agreement • April 15th, 2011 • Lucid Inc
Entered into by and between LUCID Inc. a New York Corporation duly organized under the laws of the State of New York USA its registered office at 2320 Brighton Henrietta Town Line Road., Rochester, N.Y. 14623 USA (hereinafter referred to as “LUCID”); and Christian Stoian residing at EnzenspergerstraBe 1, 81669 Munich, Gennany (hereinafter referred to as CS)
DISTRIBUTOR AGREEMENTDistributor Agreement • June 27th, 2011 • Lucid Inc • Surgical & medical instruments & apparatus • New York
LOCK-UP AND WAIVER AGREEMENTUp and Waiver Agreement • June 27th, 2011 • Lucid Inc • Surgical & medical instruments & apparatus
This Lock-Up and Waiver Agreement, dated as of May 27, 2011, is made by and between Lucid, Inc., a New York corporation with a principal address of 2320 Brighton Henrietta Town Line Road, Rochester, NY 14623 (the “Company”), and the undersigned investor, in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) to be entered into by the Company and its designated underwriter (the “Underwriter”), with respect to the public offering (the “Offering”) of common stock, $0.01 par value, of the Company (the “Common Stock”) and warrants to purchase Common Stock of the Company (the “Warrants”).
AGREEMENTAgreement • August 1st, 2011 • Lucid Inc • Surgical & medical instruments & apparatus • New York
THIS AGREEMENT (this “Agreement”) is entered into by and between LUCID, INC., a New York Corporation having its principal address located at 2320 Brighton-Henrietta Townline Road, Rochester, New York 14623 (“Lucid”) and Northeast LCD Capital, LLC, a Maine limited liability company with an address at c/o Wesley Crowell, Bergen & Parkinson, LLC, 62 Portland Road, Suite 25, Kennebunk, Maine 04043(“Northeast”).
LUCID, INC. Units Each Unit Consisting of One Share of Common Stock and One Warrant to Purchase a Share of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 13th, 2011 • Lucid Inc • Surgical & medical instruments & apparatus • California
Lucid, Inc., a New York corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”) for whom Roth Capital Partners, LLC is acting as representative (the “Representative”), an aggregate of units (the “Underwritten Units”), each Underwritten Unit consisting of (i) one share Common Stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and (ii) one warrant to purchase one share of Common Stock (the “Underwritten Warrants”). The Underwritten Shares and the Underwritten Warrants included in the Underwritten Units will trade separately on the tenth business day following the earlier to occur of (i) the expiration of the Over-allotment Option (as defined below) or (ii) its exercise in full.
SUPPLY AGREEMENTSupply Agreement • June 27th, 2011 • Lucid Inc • Surgical & medical instruments & apparatus
This Supply Agreement is made this 4th day of December 2006, by and among Lucid, Inc., a New York corporation (herein called “SUPPLIER”), with offices at 2320 Brighton Henrietta Town Line Road, Rochester, New York 14623 USA and Mavig Austria GmbH, an Austrian limited liability company (herein called “COMPANY”), with offices at LSC - Life Science Center, Mitterweg 24, 6020 Innsbruck. This agreement shall be read in conjunction with the Joint Venture Agreement (the “JV Agreement”) dated October 21, 2006 between Lucid Inc. and Christian Stoian. The parties hereby agree as follows:
BY FEDERAL EXPRESSLucid Inc • March 12th, 2014 • Surgical & medical instruments & apparatus
SUBORDINATION AGREEMENTSubordination Agreement • September 7th, 2011 • Lucid Inc • Surgical & medical instruments & apparatus • North Carolina
This Subordination Agreement is made as of July 20, 2011 by and among each of the undersigned creditors (individually, a “Creditor” and, collectively, the “Creditors”), and Square 1 Bank (“Bank”).
Dear [*],Lucid Inc • April 15th, 2011
On behalf of Lucid, Inc. (“Lucid” or the “Company”), and with reference to our Letter Agreement dated January 7, 2011 (the “Letter Agreement”), thank you for agreeing to exchange a portion of your outstanding notes for an equivalent amount of the Company’s securities issued in connection with an offering described in its Confidential Private Placement Memorandum (the “Memorandum”), dated July 28, 2010, as amended (the “Bridge Securities”).
ContractLucid Inc • August 27th, 2013 • Surgical & medical instruments & apparatus
In acknowledgment that the foregoing correctly sets forth the understanding reached by HCW and the Company, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date indicated above.
AGREEMENTAgreement • December 13th, 2011 • Lucid Inc • Surgical & medical instruments & apparatus • New York
THIS AGREEMENT (this “Agreement”) is entered into by and between LUCID, INC., a New York Corporation having its principal address located at 2320 Brighton-Henrietta Townline Road, Rochester, New York 14623 (“Lucid”) and Northeast LCD Capital, LLC, a Maine limited liability company with an address at c/o Wesley Crowell, Bergen & Parkinson, LLC, 62 Portland Road, Suite 25, Kennebunk, Maine 04043(“Northeast”).
DISTRIBUTOR AGREEMENTDistributor Agreement • April 15th, 2011 • Lucid Inc • New York
Lucid Inc., a New York corporation, having a principal place of business at 2320 Brighton Henrietta T/L Road, Rochester NY 14623 And [*] (‘Distributor’)
FORBEARANCE AGREEMENT AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 5th, 2012 • Lucid Inc • Surgical & medical instruments & apparatus • North Carolina
This Forbearance Agreement and First Amendment to Loan and Security Agreement (this “Agreement”) is entered into as of March 30, 2012, by and between SQUARE 1 BANK, (the “Bank”) and Lucid, Inc. (the “Borrower”), with reference to the following facts:
MODIFICATION AND EXTENSION AGREEMENTModification and Extension Agreement • April 15th, 2011 • Lucid Inc
THIS MODIFICATION AND EXTENSION AGREEMENT (“Agreement”) is made as of the 10th day of April, 2007, by and between Lucid, Inc., a New York corporation (the “Company”) and [*] (the “Payee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 15th, 2011 • Lucid Inc • New York
INDEMNIFICATION AGREEMENT made as of the day of 2011, by and between Lucid, Inc., a New York corporation (the “Corporation”), and an Officer and/or Director of the Corporation (the “Indemnitee”).
FIRST AMENDMENT TO FORBEARANCE AGREEMENT AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTForbearance Agreement • May 4th, 2012 • Lucid Inc • Surgical & medical instruments & apparatus
This First Amendment to Forbearance Agreement and Second Amendment to Loan and Security Agreement (the “Amendment”) is entered into as of April 30, 2012, by and between SQUARE 1 BANK (the “Bank”) and LUCID, INC. (the “Borrower”).
SEPARATION AGREEMENT, INCLUDING RELEASE AND WAIVER OF CLAIMSSeparation Agreement • February 3rd, 2012 • Lucid Inc • Surgical & medical instruments & apparatus • New York
TEL (585) 334.1122Agreement of Lease • June 27th, 2011 • Lucid Inc • Surgical & medical instruments & apparatus
THIS AGREEMENT OF LEASE, dated as of the 30TH day of December, 2002, between Richard R. LeFrois having an office and place of business located at 1020 Lehigh Station Road, Henrietta, New York, hereinafter described as “Landlord” and Lucid, Inc. a Corporation organized under the laws of the State of New York, with an address of 50 Methodist Hill Drive, Rochester, NY 14623, hereinafter described as “Tenant”.
