0001104659-24-122098 Sample Contracts
Schedule 1 – Company representations and warranties 43 Schedule 2 – Investor representations and warranties 43 Schedule 3 – Disclosure Schedule 43 Annexure A – Form of Board Resolution 43 Annexure B – Form of CEO Certificate 43 Annexure C – Purchase...Convertible Securities Agreement • November 22nd, 2024 • Anteris Technologies Global Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Queensland
Subsequent Purchases: At such time as the Investor and the Company may subsequently agree, provided that no Subsequent Purchase can occur after the date which is 12 months after the Execution Date.
Triple asterisks denote omissions. LICENSE AGREEMENTLicense Agreement • November 22nd, 2024 • Anteris Technologies Global Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This License Agreement (“Agreement”) is effective October 11, 2019 (the “Effective Date”), by and among Admedus Ltd, a public limited company organized under the laws of Australia with an address at Toowong Tower Level 3, 9 Sherwood Rd, Toowong QLD 4066 Australia (the “Parent”), Admedus Regen Pty Ltd, a proprietary limited company organized under the laws of Australia with a registered address at Toowong Tower Level 3, 9 Sherwood Rd, Toowong QLD 4066 Australia (“ARPL”) and Admedus Biomanufacturing Pty Ltd, a proprietary limited company organized under the laws of Australia with a registered address at Toowong Tower Level 3, 9 Sherwood Rd, Toowong QLD 4066 Australia (“ABPL”), (Parent, ARPL and ABPL, collectively the “Licensor”) and LeMaitre Vascular, Inc., a Delaware corporation with an address at 63 Second Ave., Burlington, Massachusetts 01803 (the “Licensee”). Licensor and Licensee may be referred to herein individually as a “Party”, or collectively as the “Parties”.
CARDIOVASCULAR RESEARCH FOUNDATION ANTERIS TECHNOLOGIES COMBINED BIOINFORMATICS MASTER SERVICES AGREEMENTCombined Bioinformatics Master Services Agreement • November 22nd, 2024 • Anteris Technologies Global Corp. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Combined Bioinformatics Master Services Agreement (the “Agreement”), effective as of the 1st day of September 2021 (the “Effective Date”), is made and entered into by and between the Cardiovascular Research Foundation, with offices located at 1700 Broadway, 9th Floor, New York, New York, 10019 (“Foundation”), and Anteris Technologies Corporation, with offices located at 860 Blue Gentian Road, Suite 340, Eagan, Minnesota, 55121 (“Company”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • November 22nd, 2024 • Anteris Technologies Global Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Transition Services Agreement (“Agreement”) is effective October 11, 2019 (“Effective Date”), by and among Admedus Ltd, a public limited company organized under the laws of Australia with an address at Toowong Tower Level 3, 9 Sherwood Rd, Toowong QLD 4066 Australia (the “Parent”), Admedus Regen Pty Ltd, a proprietary limited company organized under the laws of Australia with an address at Toowong Tower Level 3, 9 Sherwood Rd, Toowong QLD 4066 Australia (“ARPL”), and Admedus Biomanufacturing Pty Ltd, a proprietary limited company with an address at Toowong Tower Level 3, 9 Sherwood Rd, Toowong QLD 4066 Australia (“ABPL”) (Parent, ARPL, and ABPL collectively “Admedus”) and LeMaitre Vascular, Inc., having a principal place of business at 63 Second Avenue, Burlington, Massachusetts 01803 (“LeMaitre”). Admedus and LeMaitre together are the “Parties,” and each individually a “Party.” Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the AP
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Triple asterisks denote omissions. AMENDMENT NO. 1 TO...Transition Services Agreement • November 22nd, 2024 • Anteris Technologies Global Corp. • Orthopedic, prosthetic & surgical appliances & supplies
This Amendment No. 1 dated August 28, 2021 (the “Amendment”) by and among Anteris Technologies Ltd, a public limited company organized under the laws of Australia with an address at Toowong Tower Level 3, 9 Sherwood Rd, Toowong QLD 4066 Australia (the “Parent”), Admedus Regen Pty Ltd, a proprietary limited company organized under the laws of Australia with an address at Toowong Tower Level 3, 9 Sherwood Rd, Toowong QLD 4066 Australia (“ARPL”), and Admedus Biomanufacturing Pty Ltd, a proprietary limited company with an address at Toowong Tower Level 3, 9 Sherwood Rd, Toowong QLD 4066 Australia (“ABPL”) (Parent, ARPL, and ABPL collectively “Admedus”) and LeMaitre Vascular, Inc., having a principal place of business at 63 Second Avenue, Burlington, Massachusetts 01803 (“LeMaitre”) amends that certain Transition Services Agreement (the “Agreement”), dated October 11, 2019, by and among Admedus and LeMaitre. All capitalized terms used herein but not defined herein shall have the meanings as
SUBLEASE AMENDING AGREEMENTSublease Amending Agreement • November 22nd, 2024 • Anteris Technologies Global Corp. • Orthopedic, prosthetic & surgical appliances & supplies
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Triple asterisks denote omissions. AMENDMENT NO. 3 TO...Transition Services Agreement • November 22nd, 2024 • Anteris Technologies Global Corp. • Orthopedic, prosthetic & surgical appliances & supplies
This Amendment No. 3 (“Amendment”) dated September 18, 2023 (“Amendment No. 3 Effective Date”) by and among Anteris Technologies Ltd, a public limited company organized under the laws of Australia with an address at Toowong Tower Level 3, 9 Sherwood Rd, Toowong QLD 4066 Australia (the “Parent”), Anteris Aus Operations Pty Ltd, a proprietary limited company organized under the laws of Australia with an address at Toowong Tower Level 3, 9 Sherwood Rd, Toowong QLD 4066 Australia (“AAOPL”), (Parent and AAOPL collectively “Anteris”) and LeMaitre Vascular, Inc., having a principal place of business at 63 Second Avenue, Burlington, Massachusetts 01803 (“LeMaitre”) amends that certain Transition Services Agreement dated October 11, 2019, as amended (collectively the “Agreement”), by and among Anteris and LeMaitre, as previously amended. All capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Agreement.
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Triple asterisks denote omissions. SUBLEASE AMENDING AGREEMENTSublease Amending Agreement • November 22nd, 2024 • Anteris Technologies Global Corp. • Orthopedic, prosthetic & surgical appliances & supplies
SUBLEASE AMENDING AGREEMENTSublease Amending Agreement • November 22nd, 2024 • Anteris Technologies Global Corp. • Orthopedic, prosthetic & surgical appliances & supplies
GIACOMEL PTY LTDDeed of Assignment of Lease • November 22nd, 2024 • Anteris Technologies Global Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Western Australia
Anteris Technologies Global Corp. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 22nd, 2024 • Anteris Technologies Global Corp. • Orthopedic, prosthetic & surgical appliances & supplies • New York
Employee AgreementEmployee Agreement • November 22nd, 2024 • Anteris Technologies Global Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Queensland
SECOND AMENDED AND RESTATED SUPPLY AND LICENSE AGREEMENTSupply and License Agreement • November 22nd, 2024 • Anteris Technologies Global Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
This Second Amended And Restated Supply and License Agreement (“Agreement”) is effective as of June 1, 2018 (“Effective Date”)1 by and between 4C MEDICAL TECHNOLOGIES, INC., a Delaware corporation, having its principal place of business at 7600 Boone Avenue North (“4C”) and ADMEDUS CORPORATION, a Minnesota corporation, having its principal place of business at 860 Blue Gentian Road, Suite 340, Eagan, MN 55121, (“Supplier” and collectively with 4C, the “Parties”, and each a “Party”).
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Triple asterisks denote omissions. AMENDMENT NO. 2 TO...Transition Services Agreement • November 22nd, 2024 • Anteris Technologies Global Corp. • Orthopedic, prosthetic & surgical appliances & supplies
This Amendment No. 2 dated December 19, 2022 (the “Amendment”) by and among Anteris Technologies Ltd, a public limited company organized under the laws of Australia with an address at Toowong Tower Level 3, 9 Sherwood Rd, Toowong QLD 4066 Australia (the “Parent”), Admedus Regen Pty Ltd, a proprietary limited company organized under the laws of Australia with an address at Toowong Tower Level 3, 9 Sherwood Rd, Toowong QLD 4066 Australia (“ARPL”), and Admedus Biomanufacturing Pty Ltd, a proprietary limited company with an address at Toowong Tower Level 3, 9 Sherwood Rd, Toowong QLD 4066 Australia (“ABPL”) (Parent, ARPL, and ABPL collectively “Anteris”) and LeMaitre Vascular, Inc., having a principal place of business at 63 Second Avenue, Burlington, Massachusetts 01803 (“LeMaitre”) amends that certain Transition Services Agreement (the “Agreement”), dated October 11, 2019, by and among Anteris and LeMaitre, as previously amended. All capitalized terms used herein but not defined herein s
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Triple asterisks denote omissions. SUBLEASE AGREEMENTSublease Agreement • November 22nd, 2024 • Anteris Technologies Global Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
THIS SUBLEASE AGREEMENT (this “Sublease”) is executed to be effective as of March 1, 2022 (the “Effective Date”), between SWITCHBACK MEDICAL LLC, a Minnesota limited liability company (“Sublessor”), and ANTERIS TECHNOLOGIES CORPORATION, a Minnesota corporation (“Sublessee”). Sublessor and Sublessee may be hereinafter referred to jointly as “Parties” and each separately may be referred to as a “Party.”
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Triple asterisks denote omissions. Development AgreementDevelopment Agreement • November 22nd, 2024 • Anteris Technologies Global Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
This Development Agreement (“Agreement”), effective as of the date last signed below (the “Effective Date”), is by and between v2vmedtech, inc., a Delaware corporation having its principal place of business at [***] (“V2V”) and Anteris Technologies Corporation, a Minnesota corporation having its principal place of business at 860 Blue Gentian Road, Suite 340, Eagan, MN 55121 (“Anteris”) (collectively, the “Parties,” or each, individually, a “Party”).
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Triple asterisks denote omissions. MASTER SERVICES AGREEMENTMaster Services Agreement • November 22nd, 2024 • Anteris Technologies Global Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
This Master Services Agreement (the “Agreement”) is effective as of June 1, 2021 (“Effective Date”) by and between Anteris Technologies Corporation, a Minnesota corporation, having its principal place of business at 860 Blue Gentian Road, Suite 340, Eagan, MN 55121 (“Anteris”) and Switchback Medical, LLC a Minnesota limited liability company having its principal place of business at 11600 96th Ave N, Maple Grove, MN 55369 (“Switchback” and collectively with Anteris, the “Parties”, and each a “Party”).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED SUPPLY AND LICENSE AGREEMENTSupply and License Agreement • November 22nd, 2024 • Anteris Technologies Global Corp. • Orthopedic, prosthetic & surgical appliances & supplies
This Amendment No. 1 to Second Amended and Restated Supply and License Agreement (the "Amendment"), is by and between 4C MEDICAL TECHNOLOGIES, INC., a Delaware corporation, having its principal place of business at 6655 Wedgwood Rd N, Maple Grove, MN 55311 ("4C") and ANTERIS TECHNOLOGIES CORPORATION, a Minnesota corporation, having its principal place of business at 860 Blue Gentian Road, Suite 340, Eagan, MN 55121, ("Supplier" and collectively with 4C, the "Parties", and each a "Party").
Scheme Implementation DeedScheme Implementation Deed • November 22nd, 2024 • Anteris Technologies Global Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Queensland
Recitals A. ATL is an Australian public company and the current holding company of the ATL Group. B. Holdco is a special purpose vehicle incorporated in Delaware, United States of America. C. ATL wishes to effect a re-domiciliation from Australia to the United States of America by Holdco acquiring all of the ATL Shares by way of scheme of arrangement under Part 5.1 of the Corporations Act, following which ATL will become a wholly owned subsidiary of Holdco. D. Holdco will acquire all of the Scheme Shares in consideration for Holdco issuing Holdco Shares pursuant to this document, the Share Scheme and the Share Scheme Deed Poll. E. All Scheme Options will be cancelled in consideration for Holdco issuing Holdco Options pursuant to this document, the Option Scheme and the Option Scheme Deed Poll. F. ATL and Holdco propose to implement the Schemes on the terms and conditions of this document.
Executive Service AgreementExecutive Service Agreement • November 22nd, 2024 • Anteris Technologies Global Corp. • Orthopedic, prosthetic & surgical appliances & supplies • Western Australia