Minerva Surgical, Inc. [ ● ] Shares of Common Stock Underwriting AgreementMinerva Surgical Inc • October 15th, 2021 • Surgical & medical instruments & apparatus • New York
Minerva Surgical, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC, Piper Sandler & Co., UBS Securities LLC and SVB Leerink LLC are acting as representatives (the “Representatives”), an aggregate of [●] shares of common stock, par value $[ ● ] per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [ ● ] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
ContractMinerva Surgical Inc • October 15th, 2021 • Surgical & medical instruments & apparatus • 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 SECTIONS 5.3 AND 5.4 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 ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
MINERVA SURGICAL, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • October 15th, 2021 • Minerva Surgical Inc • Surgical & medical instruments & apparatus • California
This Change in Control and Severance Agreement (the “Agreement”) is made between Minerva Surgical, Inc. (the “Company”) and [____________] (the “Executive”), effective as of the date of the first sale of common equity securities of the Company to the general public upon the closing of an underwritten public offering (1) pursuant to an effective registration statement filed pursuant to Section 12(b) of the U.S. Securities Exchange Act of 1934, as amended, and (2) immediately after which such securities are registered on a national securities exchange (as defined under then-applicable United States federal securities laws and regulations) (the “Effective Date”).
MINERVA SURGICAL, INC. Confirmatory Employment Letter [Date]Employment Letter • October 15th, 2021 • Minerva Surgical Inc • Surgical & medical instruments & apparatus • California
This letter agreement (the “Agreement”) is entered into between Minerva Surgical, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the date signed below (the “Effective Date”). The purpose of this Agreement is to confirm the current terms and conditions of your employment.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 15th, 2021 • Minerva Surgical Inc • Surgical & medical instruments & apparatus • New York
This LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of October 8, 2021 (the “Closing Date”) is entered into among CANADIAN IMPERIAL BANK OF COMMERCE (“Bank”), MINERVA SURGICAL, INC., a Delaware corporation (“Borrower Representative”, and together with each Person party hereto as a borrower from time to time, collectively, “Borrowers”, and each, a “Borrower”) and each other Borrower from time to time party hereto.
