0000912057-14-000308 Sample Contracts

MULTI-TENANT SPACE LEASE (“NNN”)
Acceptance Agreement • August 8th, 2014 • Nevro Corp • Surgical & medical instruments & apparatus • California

THIS MULTI-TENANT SPACE LEASE (the “Lease”), dated as of March 15, 2010, (the “Reference Date”) is made and entered into by and between DEERFIELD CAMPBELL LLC, a California limited liability company (“Landlord”), and NEVRO CORPORATION, a Delaware corporation (“Tenant”), with reference to those matters set forth hereinafter.

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NEVRO CORPORATION INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • August 8th, 2014 • Nevro Corp • Surgical & medical instruments & apparatus

THIS AGREEMENT, made as of this «Day» day of «Month», «Year» (the “Grant Date”), by and between Nevro Corporation, a Delaware corporation (the “Company”) and «Optionee» (“Optionee”).

FIRST AMENDMENT TO LEASE
Lease • August 8th, 2014 • Nevro Corp • Surgical & medical instruments & apparatus

This First Amendment to Lease (“First Amendment”) is entered into as of October 18, 2012 (“Reference Date”), by and between Deerfield Campbell LLC, a California limited liability company (hereinafter called “Landlord”), and Nevro Corporation, a Delaware corporation (hereinafter called “Tenant”), with reference to the following facts:

NEVRO CORP. AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 8th, 2014 • Nevro Corp • Surgical & medical instruments & apparatus • California

This Amendment to Amended and Restated Registration Rights Agreement (this “Amendment”), by and among Nevro Corp., a Delaware corporation (the “Company”), and the undersigned stockholders of the Company is made and entered into as of March 5, 2013, with respect to that certain Amended and Restated Registration Rights Agreement, dated as of February 8, 2013, by and among the Company and each of the stockholders of the Company listed on Exhibit A thereto, as such Exhibit A may be amended from time to time (the “Stockholders”) (the “Original Agreement”). Capitalized terms used in this Amendment and not otherwise defined shall have the meaning ascribed to them in the Original Agreement.

March 8, 2011 Re: Offer Letter Dear Michael:
Nevro Corp • August 8th, 2014 • Surgical & medical instruments & apparatus • California

On behalf of Nevro Corp. (the “Company”), I am pleased to offer you employment with the Company on the terms set forth in this letter (this “Agreement”). We have enjoyed our interactions with you and believe that you will provide the Company with the type of leadership that it needs at this time. We believe the Company represents an extraordinary opportunity for you as well.

NEVRO CORPORATION NON-INCENTIVE STOCK OPTION AGREEMENT
Non-Incentive Stock Option Agreement • August 8th, 2014 • Nevro Corp • Surgical & medical instruments & apparatus

THIS AGREEMENT, made as of this «Day» day of «Month», «Year» (the “Grant Date”) by and between Nevro Corporation, a Delaware corporation (the “Company”) and «Optionee» (“Optionee”).

NEVRO CORPORATION STOCK PURCHASE RIGHT GRANT NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT
2007 Stock Incentive Plan • August 8th, 2014 • Nevro Corp • Surgical & medical instruments & apparatus • California

Pursuant to its 2007 Stock Incentive Plan (the “Plan”), Nevro Corporation, a Delaware corporation (the “Company”), hereby grants to the Purchaser listed below (“Purchaser”), the right to purchase the number of shares of the Company’s Common Stock set forth below (the “Shares”) at the purchase price set forth below (the “Stock Purchase Right”). This Stock Purchase Right is subject to all of the terms and conditions set forth herein, in the Plan and in the certain Restricted Stock Purchase Agreement attached hereto as Exhibit A (the “Restricted Stock Purchase Agreement”), each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Purchase Right Grant Notice (the “Grant Notice”) and the Restricted Stock Purchase Agreement.

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 8th, 2014 • Nevro Corp • Surgical & medical instruments & apparatus • California

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 8, 2013, is made and entered into by and among Nevro Corp., a Delaware corporation (the “Company”), and each of the stockholders of the Company listed on Exhibit A hereto, as such Exhibit A may be amended from time to time (the “Stockholders”). For the purposes of this Agreement, the term “Company” shall be deemed to include and refer to any successor in interest to the Company, whether by means of statutory conversion, merger, consolidation, recapitalization, reorganization or otherwise.

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