Uroplasty Inc Sample Contracts

WITNESSETH:
Consulting Agreement • March 26th, 2002 • Uroplasty Inc • Surgical & medical instruments & apparatus
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4,000,000 Shares UROPLASTY, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • July 22nd, 2010 • Uroplasty Inc • Surgical & medical instruments & apparatus • New York

Uroplasty, Inc., a Minnesota corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom Oppenheimer & Co. Inc. is acting as representative (the “Representative”), an aggregate of 4,000,000 shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 600,000 shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”

Shares1 UROPLASTY, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • October 18th, 2007 • Uroplasty Inc • Surgical & medical instruments & apparatus • Minnesota

CRAIG-HALLUM CAPITAL GROUP LLC **[Name(s) of Co-Representatives] As Representatives of the several Underwriters named in Schedule I hereto c/o Craig-Hallum Capital Group LLC 222 South Ninth Street, Suite 350 Minneapolis, Minnesota 55402

AGENCY AGREEMENT COMMON STOCK: Up to $12,000,000
Agency Agreement • November 27th, 2006 • Uroplasty Inc • Surgical & medical instruments & apparatus • Minnesota

This Agency Agreement (the “Agreement”) is entered into by any between Uroplasty, Inc., a Minnesota corporation (the “Company”), and Craig-Hallum Capital Group LLC (the “Agent”), effective as of December ___, 2006.

AGREEMENT AND PLAN OF MERGER by and among VISION-SCIENCES, INC., VISOR MERGER SUB LLC, And UROPLASTY, INC.
Agreement and Plan of Merger • December 22nd, 2014 • Uroplasty Inc • Surgical & medical instruments & apparatus • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated December 21, 2014, by and among Vision-Sciences, Inc., a Delaware corporation (“Visor”), Visor Merger Sub LLC, a Delaware limited liability company of which Visor is the sole member (“Merger Sub”), and Uroplasty, Inc., a Minnesota corporation (“Union”). Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE 1 below.

LEASE AGREEMENT LIBERTY PROPERTY LIMITED PARTNERSHIP Landlord AND UROPLASTY, INC. Tenant AT 5420 Feltl Road Minnetonka, Minnesota
Lease Agreement • January 24th, 2006 • Uroplasty Inc • Surgical & medical instruments & apparatus

THIS LEASE AGREEMENT is made by and between LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership (“Landlord”) and UROPLASTY, INC., a corporation organized under the laws of Minnesota (“Tenant”), and is dated as of the date on which this Lease has been fully executed by Landlord and Tenant.

AGENT’S WARRANT AGREEMENT
Agent’s Warrant Agreement • November 27th, 2006 • Uroplasty Inc • Surgical & medical instruments & apparatus • Minnesota

WARRANT AGREEMENT dated as of between Uroplasty, Inc., a Minnesota corporation (“Company”), and Craig-Hallum Capital Group LLC (“Agent”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 8th, 2006 • Uroplasty Inc • Surgical & medical instruments & apparatus • New York

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of August 2, 2006, by and among the Company and the Investors (the “Purchase Agreement”).

Consulting Agreement between Uroplasty, Inc. and C.C.R.I. Corporation dated April 1, 2003. UROPLASTY, INC. UPST CONSULTING AGREEMENT
Consulting Agreement • May 20th, 2003 • Uroplasty Inc • Surgical & medical instruments & apparatus • Minnesota

This Consulting Agreement is made and entered into this 1st day of April 2003, by and between C.C.R.I. Corporation, a Colorado corporation (“Consultant”) and Uroplasty, Inc., a Minnesota corporation (UPST), (the “Company”).

Consulting Agreement between Uroplasty, Inc. and Executive Advisory Group (“EAG”) dated April 1, 2003.
Consulting Agreement • May 20th, 2003 • Uroplasty Inc • Surgical & medical instruments & apparatus

The following contains the terms of the Executive Advisory Group (“EAG”) consulting agreement with Uroplasty, Inc. (the “Company”), which shall be for a period of one (1) year effective as of April 1, 2003 and supersedes all other understandings between them:

DISTRIBUTION AGREEMENT
Distribution Agreement • June 6th, 2007 • Uroplasty Inc • Surgical & medical instruments & apparatus
EXCLUSIVE MANUFACTURING AND DISTRIBUTION AGREEMENT
Exclusive Manufacturing and Distribution Agreement • April 18th, 2005 • Uroplasty Inc • Surgical & medical instruments & apparatus • Minnesota

THIS EXCLUSIVE MANUFACTURING AND DISTRIBUTION AGREEMENT (the “Agreement”) is made and entered into as of the 18th day of April, 2005, by and between Uroplasty, Inc., 2718 Summer Street N.E., Minneapolis, Minnesota 55413 (“Uroplasty”), and CystoMedix, Inc., 1887 Station Parkway N.W., Building #7, Andover, Minnesota 55304 for itself and all of its wholly-owned subsidiaries (collectively “CystoMedix”).

AMENDED AND RESTATED SEPARATION AGREEMENT
Amended and Restated Separation Agreement • July 23rd, 2013 • Uroplasty Inc • Surgical & medical instruments & apparatus • Minnesota

This Amended and Restated Separation Agreement ("Agreement") is entered into by and between David B. Kaysen ("Kaysen") and Uroplasty, Inc. ("Uroplasty" or the "Company") (collectively "the Parties") as of July 22, 2013 ("Effective Date").

TYCO HEALTHCARE GROUP LP UNI-PATCH DIVISION SUPPLY AGREEMENT
Supply Agreement • December 7th, 2007 • Uroplasty Inc • Surgical & medical instruments & apparatus • Minnesota

THIS AGREEMENT entered into as of the 6th day of December, 2007 (the “Effective Date”) by and between Tyco Healthcare Group LP, a Delaware limited partnership, acting through its Uni-Patch Division, having a place of business at 1313 West Grant Boulevard, Wabasha, Minnesota 55981 (hereinafter referred to as “Supplier”), and Uroplasty, Inc., a Minnesota corporation, having a place of business at 5420 Feltl Rd., Minnetonka, MN, 55343 (hereinafter referred to as “Purchaser”).

Contract
Uroplasty Inc • August 8th, 2006 • Surgical & medical instruments & apparatus

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

RECITALS
Settlement Agreement • February 19th, 2002 • Uroplasty Inc • Surgical & medical instruments & apparatus
UROPLASTY, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • October 31st, 2014 • Uroplasty Inc • Surgical & medical instruments & apparatus • Minnesota

THIS AGREEMENT is made as of the date set forth in the box above labeled “Award Date” (the “Award Date”) by and between Uroplasty, Inc., a Minnesota corporation (the “Company”), and the individual named in the box above labeled “Awarded To” (the “Participant”).

RECITALS
Settlement Agreement • November 14th, 2001 • Uroplasty Inc • Surgical & medical instruments & apparatus
CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT
Confidential Separation and Release Agreement • October 24th, 2014 • Uroplasty Inc • Surgical & medical instruments & apparatus • Minnesota

This Confidential Separation and Release Agreement (“Agreement”) is made by and between Susan H. Holman (“Holman”) and Uroplasty, Inc., a Minnesota corporation (the “Company”) (together the “Parties”).

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EXCLUSIVE DISTRIBUTION AGREEMENT
Exclusive Distribution Agreement • December 5th, 2006 • Uroplasty Inc • Surgical & medical instruments & apparatus

EXCLUSIVE DISTRIBUTION AGREEMENT made as of the 21th day of November, 2006, (the “Agreement”) by and between Uroplasty, Inc., a corporation duly organized and existing under the laws of the State of Minnesota, USA, with its principal office at 2718 Summer Street NE Minneapolis, MN55413 United States (“Uroplasty”), and SI.EM Sistemi Elettromedicali, a corporation duly organized and existing under the laws of Italy, with its principal office at F. Soave 11, 20135 Milan, Italy (“SI.EM”) (each, a “Party” and collectively, the “Parties”).

1 Exhibit 10.14 UROPLASTY, INC. AND SUBSIDIARIES Employment Agreement between Uroplasty, Inc. and Larry Heinemann dated December 7, 1999 UROPLASTY, INC. EMPLOYMENT AGREEMENT
Employment Agreement • June 26th, 2000 • Uroplasty Inc • Surgical & medical instruments & apparatus • Minnesota
EMPLOYMENT AGREEMENT
Employment Agreement • June 29th, 2006 • Uroplasty Inc • Surgical & medical instruments & apparatus • Minnesota

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into by and between Uroplasty, Inc., a Minnesota corporation (“the Company”), and David B. Kaysen (the “Executive”) effective as of the 17th day of May, 2006.

UROPLASTY, INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • October 31st, 2014 • Uroplasty Inc • Surgical & medical instruments & apparatus • Minnesota

This NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is made as of the date set forth in the box above labeled “Grant Date” (the “Grant Date”) by and between Uroplasty, Inc., a Minnesota corporation (the “Company”), and the individual named in the box above labeled “Awarded To” (the “Employee”).

UROPLASTY, INC. EMPLOYMENT AGREEMENT
Employment Agreement • August 12th, 2013 • Uroplasty Inc • Surgical & medical instruments & apparatus • Minnesota

This Employment Agreement (the "Agreement") is made and entered into effective the 25th day of July, 2013, between Uroplasty, Inc., a Minnesota corporation, located at 5420 Feltl Road, Minnetonka, Minnesota, 55343 (hereinafter referred to as the "Company") and Brett Reynolds, who resides at 3809 New Brighton Road, Arden Hills, MN 55112 (hereinafter referred to as "Employee").

EMPLOYMENT AGREEMENT
Employment Agreement • July 23rd, 2013 • Uroplasty Inc • Surgical & medical instruments & apparatus • Minnesota

EMPLOYMENT AGREEMENT (this "Agreement") dated as of July 22, 2013, between Uroplasty, Inc., a Minnesota corporation (the "Company"), and Robert C. Kill, a resident of the State of Minnesota (the "Executive").

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • April 26th, 2011 • Uroplasty Inc • Surgical & medical instruments & apparatus

THIS AMENDMENT, is made and entered into this 25th day of April 2011 by and between Uroplasty, Inc., a Minnesota corporation (the “Company”) and David B. Kaysen (the “Executive”).

FIRST AMENDMENT TO LEASE
Lease • June 9th, 2014 • Uroplasty Inc • Surgical & medical instruments & apparatus

THIS FIRST AMENDMENT TO LEASE (this "Amendment") is made as of the 24th day of January, 2014. by and between LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership ("Landlord"), and UROPLASTY, INC., a Minnesota corporation ("Tenant").

Employment Agreement between Uroplasty, Inc. and Mr. Marc Herregraven dated November 15, 2002 EMPLOYMENT AGREEMENT
Employment Agreement • May 20th, 2003 • Uroplasty Inc • Surgical & medical instruments & apparatus • Minnesota

This Employment Agreement (the “Agreement”) is made effective the 15th day of November, 2002, between Uroplasty, Inc., a Minnesota corporation, and its subsidiaries, located at 2718 Summer Street N.E., Minneapolis, Minnesota, 55413 (hereinafter referred to as the “Company”) and Marc M. Herregraven, who resides at 1757 Snelling Avenue, Falcon Heights, Minnesota 55113 (hereinafter referred to as “Employee”).

SEPARATION AGREEMENT AND RELEASE OF CLAIMS
Separation Agreement • July 23rd, 2013 • Uroplasty Inc • Surgical & medical instruments & apparatus • Minnesota

This Separation Agreement and Release of Claims (“Agreement”) is entered into by and between Mahedi A. Jiwani (“Jiwani”) and Uroplasty, Inc. (“Uroplasty”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 26th, 2005 • Uroplasty Inc • Surgical & medical instruments & apparatus • New York

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of April 20, 2005, by and among the Company and the Investors (the “Purchase Agreement”).

VOTING AGREEMENT
Voting Agreement • December 22nd, 2014 • Uroplasty Inc • Surgical & medical instruments & apparatus • Delaware

This VOTING AGREEMENT (this “Agreement”), is made and entered into as of December 21, 2014, by and between Uroplasty, Inc., a Minnesota corporation (“Uroplasty”), and the undersigned stockholders (each a “Stockholder” and, collectively, the “Stockholders”) of Vision-Sciences, Inc., a Delaware corporation (“Vision-Sciences”) as identified on Schedule A hereto.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 26th, 2005 • Uroplasty Inc • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 21, 2005, among Uroplasty, Inc., a Minnesota corporation (the “Company”), and the investors identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).

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