ContractFeinberg Larry N • March 12th, 2015 • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR QUALIFICATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.
SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 12th, 2015 • Feinberg Larry N • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made as of March 11, 2015 by and among Hansen Medical, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), Oracle Partners, LP, Oracle Institutional Partners, LP and Oracle Ten Fund Master, LP (together, “Oracle”), Schuler Family Foundation (the “Schuler Family Foundation” and together with Oracle, the “Principal Purchasers”) and the other parties whose names appear on the signature pages hereto (collectively with the Principal Purchasers and those existing investors whose names appear on Schedule I hereto, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 12th, 2015 • Feinberg Larry N • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of March 9, 2015, between Hansen Medical, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Exhibit A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
