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”).
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”):
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”).
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”).
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”).
ContractLucid Inc • August 1st, 2011 • Surgical & medical instruments & apparatus • North Carolina
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • August 1st, 2011 • Lucid Inc • Surgical & medical instruments & apparatus • North Carolina
THIS PLEDGE AGREEMENT is made as of July 20, 2011, by NORTHEAST LCD CAPITAL, LLC. (“Pledgor”) in favor of Square 1 Bank (the “Bank”) (the “Pledge Agreement”).
SUBORDINATION AGREEMENTSubordination Agreement • August 1st, 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”).
