Amended and Restated Pre-Release Distribution AgreementRelease Distribution Agreement • September 6th, 2013 • SafeStitch Medical, Inc. • Blank checks • North Carolina
The purpose of this agreement, effective as of 15 June 2012, is to cover the business arrangement between TransEnterix, Inc. (“MANUFACTURER”) and Al Danah Medical Co. W.L.L. (“DISTRIBUTOR”) (MANUFACTURER and DISTRIBUTOR collectively the “Parties”) during a limited pre-market-release of the SPIDER Surgical System in a select Territory within Europe. This agreement amends and restates, and supersedes in all respects, the Pre-Release Distribution Agreement entered into between the Parties as of [insert prior date].
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 6th, 2013 • SafeStitch Medical, Inc. • Blank checks • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of January 17, 2012 (the “Effective Date”) among SILICON VALLEY BANK, a California corporation with an office located at 3005 Carrington Mill Boulevard, Suite 530, Morrisville, North Carolina 27560 (“SVB”), as collateral agent (in such capacity, the “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including SVB in its capacity as a Lender and OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”) (each a “Lender” and collectively, the “Lenders”), and TRANSENTERIX, INC., a Delaware corporation with offices located at 635 Davis Drive, Suite 300, Morrisville, North Carolina 27560 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
December 15, 2010 Mr. Richard M. MuellerSafeStitch Medical, Inc. • September 6th, 2013 • Blank checks
August 30, 2013 Dr. Charles FilipiSafeStitch Medical, Inc. • September 6th, 2013 • Blank checks
PATENT ASSIGNMENTPatent Assignment • September 6th, 2013 • SafeStitch Medical, Inc. • Blank checks
WHEREAS, Synecor LLC, a Delaware limited liability company (hereinafter “Assignor”), owns the patent registrations and applications listed and described on Schedule A attached hereto (the “Patents”); and
DEVELOPMENT AND SUPPLY AGREEMENTDevelopment and Supply Agreement • September 6th, 2013 • SafeStitch Medical, Inc. • Blank checks • New York
This Development and Supply Agreement (“Agreement”) is made as of this 4th day of November, 2011 (“Effective Date”), by and between Microline Surgical, Inc. of 800 Cummings Center, Suite 166T, Beverly, MA 01915 (“Microline”) and Transenterix, Inc. of 635 Davis Drive, Suite 300, Durham, North Carolina 27713 (“Transenterix”).
PATENT ACQUISITION AND LICENSE TERMINATION AGREEMENTPatent Acquisition and License Termination Agreement • September 6th, 2013 • SafeStitch Medical, Inc. • Blank checks • California
This PATENT ACQUISITION AND LICENSE TERMINATION AGREEMENT (hereinafter “Agreement”), effective as of June 26, 2009 (the “Effective Date”), by and between Synecor LLC, a Delaware limited liability company (hereinafter “Synecor”), Barosense, Inc., a Delaware corporation (hereinafter “Barosense”), and TransEnterix, Inc., a Delaware corporation (hereinafter “TransEnterix”) (Synecor, Barosense and TransEnterix, each a “Party” and collectively the “Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 6th, 2013 • SafeStitch Medical, Inc. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 3, 2013 by and among SafeStitch Medical, Inc., a Delaware corporation (the “Company”), and the parties identified as “SafeStitch Investors” and “TransEnterix Investors” on Schedule 1 hereto (collectively, the “Investors”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 6th, 2013 • SafeStitch Medical, Inc. • Blank checks • Delaware
This AMENDMENT NO. 1 (this “Amendment”) to that certain Agreement and Plan of Merger, dated as of August 13, 2013 (the “Agreement), by and among SafeStitch Medical, Inc., a Delaware corporation (the “Company”), Tweety Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and TransEnterix, Inc., a Delaware corporation (“TransEnterix”), is entered into as of August 30, 2013 in accordance with Section 8.03 of the Agreement. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Agreement.
August 30, 2013 Jim MartinSafeStitch Medical, Inc. • September 6th, 2013 • Blank checks
