ContractSonendo, Inc. • October 8th, 2021 • Dental equipment & supplies • California
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 SECTION 5.3 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.
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • October 8th, 2021 • Sonendo, Inc. • Dental equipment & supplies • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of [●], 2021 by and between Sonendo, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/an officer/an employee] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
ContractSonendo, Inc. • October 8th, 2021 • Dental equipment & supplies • 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 SECTION 5.3 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.
SONENDO, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 8th, 2021 • Sonendo, Inc. • Dental equipment & supplies • Delaware
This THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of October 26, 2018, by and among Sonendo, Inc., a Delaware corporation (the “Company”), and each of the persons listed on the attached Schedule A who become signatories to this Agreement (collectively, the “Investors”).
CREDIT AGREEMENT AND GUARANTY dated as of June 23, 2017 between SONENDO, INC. as the Borrower, The Subsidiary Guarantors from Time to Time Party Hereto, and PERCEPTIVE CREDIT HOLDINGS, LP, as the Lender and the Collateral Agent U.S. $20,000,000Credit Agreement and Guaranty • October 8th, 2021 • Sonendo, Inc. • Dental equipment & supplies • New York
Credit Agreement and Guaranty, dated as of June 23, 2017 (this “Agreement”), among Sonendo, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors from time to time parties hereto, and Perceptive Credit Holdings, LP, a Delaware limited partnership, in both its capacity as a Lender (defined below) hereunder and as the collateral agent for the Secured Parties (defined below) (in such capacity, together with its successors and assigns, the “Collateral Agent”).
ContractVoting Agreement • October 8th, 2021 • Sonendo, Inc. • Dental equipment & supplies • 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 SECTION 5.3 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.
SONENDO, INC. FIFTH AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • October 8th, 2021 • Sonendo, Inc. • Dental equipment & supplies • Delaware
THIS FIFTH AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) is made as of December 10, 2019, by and among Sonendo, Inc., a Delaware corporation (the “Company”), the stockholders of the Company listed on Exhibit A, together with any subsequent stockholders who become parties hereto pursuant to Section 7(b) (collectively, the “Stockholders”), and the holders of shares of Preferred Stock (as defined below) listed on Exhibit B (collectively, the “Investors” and individually, the “Investor”). The Stockholders and the Investors are referred herein collectively as “Voting Parties.”
TO: Mehrzad Khakpour RE: Executive Severance AgreementSonendo, Inc. • October 8th, 2021 • Dental equipment & supplies
If your employment with the Company is terminated by the Company without Cause (as defined below), then, subject to your executing and not revoking a general release of claims against the Company and its affiliates within sixty (60) days of such termination, you will be entitled to receive six (6) months of your base salary as in effect immediately prior to such termination payable in substantially equal installments in accordance with the Company’s standard payroll practices with such installments to commence as soon as administratively practicable after the release becomes no longer subject to revocation. Notwithstanding the foregoing, in the event that such severance constitutes “nonqualified deferred compensation” within the meaning of Section 409A, then such severance shall not commence payment until the sixtieth (60th) day following your “separation from service” within the meaning of Section 409A (with the first installment to include any installments that would otherwise have b
