VAPOTHERM, INC. (a Delaware corporation) 3,350,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 11th, 2020 • Vapotherm Inc • Surgical & medical instruments & apparatus • New York
Vapotherm, Inc., a Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”) and William Blair & Company, L.L.C. (“William Blair”) and each of the other underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA and William Blair are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of common stock, par value $0.001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 502,500 additional shares of Common Stock. The aforesaid 3,350,000 shares of Common Stock (the “
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 19th, 2018 • Vapotherm Inc • Surgical & medical instruments & apparatus • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [_________], 2018, between Vapotherm, Inc., a Delaware corporation (the “Company”), and [______] (“Indemnitee”).
OPEN MARKET SALE AGREEMENTSMVapotherm Inc • December 20th, 2019 • Surgical & medical instruments & apparatus • New York
ContractVapotherm Inc • November 8th, 2023 • Surgical & medical instruments & apparatus • 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 SECTIONS 5.3 AND 5.5 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
FORM OF INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • November 5th, 2018 • Vapotherm Inc • Surgical & medical instruments & apparatus
This agreement (this “Agreement”) evidences a stock option granted by the Company to the individual named above (the “Participant”), pursuant to and subject to the terms of the Vapotherm, Inc. 2018 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
SEPARATION PAY AGREEMENTSeparation Pay Agreement • February 23rd, 2023 • Vapotherm Inc • Surgical & medical instruments & apparatus • Delaware
THIS SEPARATION PAY AGREEMENT (“Agreement”), dated as of March 24, 2022 (the “Effective Date”) is made by and between VAPOTHERM, INC., a Delaware corporation (the “Company”), on behalf of itself and one or more of its Affiliates, and BRIAN LAWRENCE (the “Executive”).
WARRANT TO PURCHASE PREFERRED SHARES OF VAPOTHERM, INC.Vapotherm Inc • October 19th, 2018 • Surgical & medical instruments & apparatus • Maryland
This Warrant is issued pursuant to the Note and Warrant Purchase Agreement dated July 30, 2012 among the Company and the Investors listed on the Schedule of Investors attached thereto as Exhibit A (the “Purchase Agreement”). Additional rights and obligations of the Holder (as defined below) and the Company are set forth in the Purchase Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings given them in the Purchase Agreement.
ContractVapotherm Inc • February 8th, 2023 • Surgical & medical instruments & apparatus • 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 ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
VAPOTHERM, INC. TWELFTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • October 1st, 2018 • Vapotherm Inc • Surgical & medical instruments & apparatus • Delaware
THIS TWELFTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made and entered into as of September 27, 2018 by and among Vapotherm, Inc., a Delaware corporation (the “Company”), and the Persons named in Schedule A hereto (the “Stockholders”).
FIRST AMENDMENT TO LEASELease • October 19th, 2018 • Vapotherm Inc • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made as of the 11th day of September 2017 (the “Effective Date”) by and between ALBANY ROAD-100 DOMAIN LLC, a Delaware limited liability company (“Landlord”) and VAPOTHERM, INC., a Delaware corporation (“Tenant”).
ContractRegistration Rights Agreement • October 19th, 2018 • Vapotherm Inc • 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 ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
VAPOTHERM, INC. TENTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2018 • Vapotherm Inc • Surgical & medical instruments & apparatus • Delaware
THIS TENTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of September 27, 2018, by and among VAPOTHERM, INC., a Delaware corporation (the “Company”); holders of shares of the Company’s Series A Preferred Stock (the “Series A Investors”); holders of shares of the Company’s Series B Preferred Stock (the “Series B Investors”); holders of shares of the Company’s Series C Preferred Stock (the “Series C Investors”); holders of shares of the Company’s Series D Preferred Stock (the “Series D Investors”); holders of shares of the Company’s Series D-1 Preferred Stock (the “Series D-1 Investors”); Bridge Bank, National Association (“Bridge Bank”), and Comerica Bank (“Comerica,” and together with the Series A Investors, the Series B Investors, the Series C Investors, the Series D Investors, the Series D-1 Investors, and Bridge Bank, the “Investors”); in each case, as listed on Exhibit A, which may be amended from time to time by the Company.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 19th, 2018 • Vapotherm Inc • Surgical & medical instruments & apparatus • New Hampshire
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of October 17, 2018, (the “Effective Date”) by and between JOSEPH ARMY (the “Executive”) and VAPOTHERM, INC., a Delaware corporation (the “Company”). This Agreement amends and restates in its entirety the employment agreement by and between the Executive and the Company dated July 30, 2012 (the “Prior Agreement”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 22nd, 2020 • Vapotherm 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 21, 2020 (the “Closing Date”) is entered into among Canadian Imperial Bank of Commerce (“Bank”), Vapotherm, Inc., a Delaware corporation (“Borrower Representative”, and together with each other Person party hereto as a borrower from time to time, collectively, “Borrowers”, and each, a “Borrower”).
THIRD AMENDMENT TO AMENDED AND RESTATED BUSINESS FINANCING AGREEMENTBusiness Financing Agreement • November 4th, 2020 • Vapotherm Inc • Surgical & medical instruments & apparatus
This Third Amendment to Amended and Restated Business Financing Agreement (this “Amendment”) is entered into as of September 29, 2020, by and between WESTERN ALLIANCE BANK, an Arizona corporation (“Bank”) and VAPOTHERM, INC. (“Borrower”).
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENTConfidentiality and Non-Disclosure Agreement • November 5th, 2018 • Vapotherm Inc • Surgical & medical instruments & apparatus • Delaware
ContractVapotherm Inc • May 9th, 2024 • Surgical & medical instruments & apparatus • 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 SECTIONS 5.3 AND 5.5 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
VAPOTHERM, INC. AMENDED AND RESTATED2005 Stock Incentive Plan • October 19th, 2018 • Vapotherm Inc • Surgical & medical instruments & apparatus • Maryland
You (the “Participant”) are hereby awarded the following stock option (the “Option”) to purchase Shares of Vapotherm, Inc. (the “Company”), subject to the terms and conditions set forth in this Stock Option Award Agreement (the “Award Agreement”), and the Vapotherm, Inc. Amended and Restated 2005 Stock Incentive Plan (the “Plan”), which is attached hereto as Exhibit A. You should carefully review these documents, and consult with your personal financial advisor, before exercising this Option.
AMENDED AND RESTATED BUSINESS FINANCING AGREEMENTBusiness Financing Agreement • October 19th, 2018 • Vapotherm Inc • Surgical & medical instruments & apparatus • New York
This AMENDED AND RESTATED BUSINESS FINANCING AGREEMENT, dated as of April 6, 2018 (“the Effective Date”) is made and entered into between WESTERN ALLIANCE BANK, AN ARIZONA CORPORATION (“Lender”), and VAPOTHERM, INC., a Delaware corporation (“Borrower”), and amends and restates, in its entirety, that certain Business Financing Agreement executed by Borrower in favor of Lender, dated as of November 16, 2016, as amended from time to time (the “Original Business Financing Agreement”), on the following terms and conditions:
Vapotherm, Inc. Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • November 4th, 2020 • Vapotherm Inc • Surgical & medical instruments & apparatus
This agreement (this “Agreement”) evidences an award (the “Award”) of restricted stock units granted by Vapotherm, Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Vapotherm, Inc. 2018 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
AMENDMENT No. 4 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 16th, 2023 • Vapotherm Inc • Surgical & medical instruments & apparatus
THIS AMENDMENT No. 4 TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of February 10, 2023, is made among Vapotherm, Inc., a Delaware corporation with offices located at 100 Domain Drive, Exeter, NH 03833 (the “Borrower”), the other Loan Parties party hereto, SLR Investment Corp., a Maryland corporation with an office located at 500 Park Avenue, 3rd Floor, New York, NY 10022 (“SLR”), in its capacity as collateral agent (in such capacity, “Collateral Agent”) and the Lenders listed on Schedule 1.1 of the Loan and Security Agreement (as defined below) or otherwise a party hereto from time to time including SLR in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”).
SECOND AMENDMENT TO AMENDED AND RESTATED BUSINESS FINANCING AGREEMENTBusiness Financing Agreement • August 4th, 2020 • Vapotherm Inc • Surgical & medical instruments & apparatus
This Second Amendment to Amended and Restated Business Financing Agreement (this “Amendment”) is entered into as of July 7, 2020, by and between WESTERN ALLIANCE BANK, an Arizona corporation (“Bank”) and VAPOTHERM, INC. (“Borrower”).
AMENDMENT NO. 2 TO CREDIT AGREEMENT AND GUARANTYCredit Agreement and Guaranty • March 22nd, 2019 • Vapotherm Inc • Surgical & medical instruments & apparatus • New York
This AMENDMENT NO. 2 TO CREDIT AGREEMENT AND GUARANTY, dated as of March 22, 2019 (this “Amendment”), is made by and among VAPOTHERM, INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower that are signatories hereto, the Lenders signatories hereto and PERCEPTIVE CREDIT HOLDINGS II, LP, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Unless otherwise defined herein or the context otherwise requires, terms used in this Amendment, including its preamble and recitals, have the meanings provided in the Credit Agreement (defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • August 24th, 2018 • Vapotherm Inc • Surgical & medical instruments & apparatus • Maryland
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of July 30, 2012, by and between JOSEPH ARMY (the “Executive”) and VAPOTHERM, INC., a Maryland corporation (the “Company”).
WARRANT TO PURCHASE PREFERRED SHARES OF VAPOTHERM, INC.Vapotherm Inc • October 19th, 2018 • Surgical & medical instruments & apparatus • New York
This Warrant is issued by Vapotherm, Inc., a Delaware corporation (the “Company”) in connection with the Credit Agreement and Guaranty, dated as of April 6, 2018 (the “Credit Agreement”), among the Company, various guarantors and lenders party thereto from time to time, and Perceptive Credit Holdings, LP acting as the administrative agent for lenders party to the Credit Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings given them in the Credit Agreement.
FORM OF NON-STATUTORY STOCK OPTION AGREEMENT FOR EMPLOYEESNon-Statutory Stock Option Agreement • November 5th, 2018 • Vapotherm Inc • Surgical & medical instruments & apparatus
This agreement (this “Agreement”) evidences a stock option granted by the Company to the individual named above (the “Participant”), pursuant to and subject to the terms of the Vapotherm, Inc. 2018 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
FIRST AMENDMENT TO AMENDED AND RESTATED BUSINESS FINANCING AGREEMENTBusiness Financing Agreement • March 22nd, 2019 • Vapotherm Inc • Surgical & medical instruments & apparatus
This First Amendment to Amended and Restated Business Financing Agreement (this “Amendment”) is entered into as of March 22, 2019, by and between WESTERN ALLIANCE BANK, an Arizona corporation (“Bank”) and VAPOTHERM, INC. (“Borrower”).
October 17, 2018 VIA HAND DELIVERY John Landry C/O Vapotherm, Inc. Exeter, NH 03833 Dear John:Letter Agreement • October 19th, 2018 • Vapotherm Inc • Surgical & medical instruments & apparatus • New Hampshire
This letter agreement (this “Agreement”) sets forth the terms and conditions of your continued employment with Vapotherm, Inc. (the “Company”) as of the date set forth above (the “Effective Date”)
Vapotherm, Inc. Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • November 4th, 2020 • Vapotherm Inc • Surgical & medical instruments & apparatus
This agreement (this “Agreement”) evidences an award (the “Award”) of restricted stock units granted by Vapotherm, Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Vapotherm, Inc. 2018 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
AMENDMENT No. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 3rd, 2022 • Vapotherm Inc • Surgical & medical instruments & apparatus • New York
THIS AMENDMENT No. 1 TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of August 1, 2022, is made among Vapotherm, Inc., a Delaware corporation with offices located at 100 Domain Drive, Exeter, NH 03833 (the “Borrower”), SLR Investment Corp., a Maryland corporation with an office located at 500 Park Avenue, 3rd Floor, New York, NY 10022 (“SLR”), in its capacity as collateral agent (in such capacity, “Collateral Agent”) and the Lenders listed on Schedule 1.1 of the Loan and Security Agreement (as defined below) or otherwise a party hereto from time to time including SLR in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”).
AMENDMENT No. 7 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 1st, 2024 • Vapotherm Inc • Surgical & medical instruments & apparatus
THIS AMENDMENT No. 7 TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of March 26, 2024, is made among Vapotherm, Inc., a Delaware corporation with offices located at 100 Domain Drive, Exeter, NH 03833 (the “Borrower”), the other Loan Parties party hereto, SLR Investment Corp., a Maryland corporation with an office located at 500 Park Avenue, 3rd Floor, New York, NY 10022 (“SLR”), in its capacity as collateral agent (in such capacity, “Collateral Agent”) and the Lenders listed on Schedule 1.1 of the Loan and Security Agreement (as defined below) or otherwise a party hereto from time to time including SLR in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”).
AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 22nd, 2022 • Vapotherm Inc • Surgical & medical instruments & apparatus • New York
THIS AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of November 22, 2022, is made among Vapotherm, Inc., a Delaware corporation with offices located at 100 Domain Drive, Exeter, NH 03833 (the “Borrower”), the other Loan Parties party hereto, SLR Investment Corp., a Maryland corporation with an office located at 500 Park Avenue, 3rd Floor, New York, NY 10022 (“SLR”), in its capacity as collateral agent (in such capacity, “Collateral Agent”) and the Lenders listed on Schedule 1.1 of the Loan and Security Agreement (as defined below) or otherwise a party hereto from time to time including SLR in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”).
THIRD AMENDMENT TO LEASELease • October 19th, 2018 • Vapotherm Inc • Surgical & medical instruments & apparatus
THIS THIRD AMENDMENT TO LEASE (this “Amendment”) is dated this 26th day of July, 2018 (the “Effective Date”) by and between 100 DOMAIN DRIVE EI, LLC, a Delaware limited liability company, as administrator of the tenancy in common with 100 DOMAIN DRIVE DD, LLC, a Delaware limited liability company (collectively, “Landlord”) and VAPOTHERM, INC., a Delaware corporation (“Tenant”).
FORM OF NON-STATUTORY STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORSNon-Statutory Stock Option Agreement • November 5th, 2018 • Vapotherm Inc • Surgical & medical instruments & apparatus
This agreement (this “Agreement”) evidences a stock option granted by the Company to the individual named above (the “Participant”), pursuant to and subject to the terms of the Vapotherm, Inc. 2018 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
AMENDMENT No. 5 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 3rd, 2023 • Vapotherm Inc • Surgical & medical instruments & apparatus
THIS AMENDMENT No. 5 TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of April 17, 2023, is made among Vapotherm, Inc., a Delaware corporation with offices located at 100 Domain Drive, Exeter, NH 03833 (the “Borrower”), the other Loan Parties party hereto, SLR Investment Corp., a Maryland corporation with an office located at 500 Park Avenue, 3rd Floor, New York, NY 10022 (“SLR”), in its capacity as collateral agent (in such capacity, “Collateral Agent”) and the Lenders listed on Schedule 1.1 of the Loan and Security Agreement (as defined below) or otherwise a party hereto from time to time including SLR in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”).
