ContractEntellus Medical Inc • October 7th, 2014 • Surgical & medical instruments & apparatus • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 7th, 2014 • Entellus Medical Inc • Surgical & medical instruments & apparatus
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of December 20, 2013 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and Entellus Medical, Inc., a Delaware corporation with offices located at 3600 Holly Lane North, Suite 40, Plymouth, MN 55447 ( “Borrower”), amends and restates in its entirety that certain Loan and Security Agreement dated as of October 18, 2012 by and among Collateral Agent, Oxford, in its capacity as a Lender, and other lenders party thereto from time to time and Borrower (the “Original
FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 7th, 2014 • Entellus Medical Inc • Surgical & medical instruments & apparatus • Delaware
This Fifth Amended and Restated Registration Rights Agreement (“Agreement”) is made and entered into as of August 17, 2011, by and among Entellus Medical, Inc., a Delaware corporation (the “Company”), the parties listed on Schedule 1 and such other parties as may from time to time become a party to this Agreement in accordance with the provisions of SECTIONS 9 and 10.10 (together with the parties on Schedule 1, each a “Holder,” and, collectively, the “Holders”).
ENTELLUS MEDICAL, INC. INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO 2006 STOCK INCENTIVE PLAN (AS AMENDED AND RESTATED NOVEMBER 12, 2009, AS AMENDED)Adoption Agreement • October 7th, 2014 • Entellus Medical Inc • Surgical & medical instruments & apparatus
THIS AGREEMENT is made effective as of the day of , 201 (the “Effective Date”), by and between Entellus Medical, Inc., a Delaware corporation (the “Company”), and (the “Employee”).
FIFTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENTInvestors Rights Agreement • October 7th, 2014 • Entellus Medical Inc • Surgical & medical instruments & apparatus • Delaware
This Fifth Amended and Restated Investors Rights Agreement (“Agreement”) is made and entered into as of August 17, 2011, by and among Entellus Medical, Inc., a Delaware corporation (the “Company”), the parties set forth on Schedule 1 and such other investors as may from time to time become a party to this Agreement in accordance with the provisions of SECTION 6.10 (together with the parties set forth on Schedule 1, each an “Investor” and, collectively, the “Investors”).
FIFTH AMENDED AND RESTATED VOTING AGREEMENTAdoption Agreement • October 7th, 2014 • Entellus Medical Inc • Surgical & medical instruments & apparatus • Delaware
This Fifth Amended and Restated Voting Agreement (“Agreement”) is made and entered into as of August 17, 2011, by and among Entellus Medical, Inc., a Delaware corporation (the “Company”), and such other persons and entities owning capital stock of the Company who are signatories, or may subsequently become signatories, to this Agreement, including those who became signatories to this Agreement by virtue of their execution of the Global Adoption Agreement, dated May 27, 2008 and subsequent Adoption Agreements, and whose names and addresses are listed in Schedule 1, as the same may be amended from time to time (collectively, the “Investors”). The Company and the Investors are referred to as “Parties” hereunder.
