SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 15th, 2019 • Soliton, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 10, 2019, between Soliton, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 15th, 2019 • Soliton, Inc. • Surgical & medical instruments & apparatus
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 10, 2019, between Soliton, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SOLITON, INC. 4,216,868 Shares of Common Stock (par value $0.001 per share) Underwriting AgreementUnderwriting Agreement • June 29th, 2020 • Soliton, Inc. • Surgical & medical instruments & apparatus • New York
Soliton, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 4,216,868 shares of its common stock, par value $0.001 per share (the “Shares”). The 4,216,868 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 632,530 Shares pursuant to such option are collectively called the “Option Shares.” The Firm Shares and, if and to the extent such option is exercised, the Option Shares, are collectively called the “Offered Shares.” Cantor Fitzgerald & Co. (“Cantor”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean Cantor, as Underwriter, and th
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • October 15th, 2019 • Soliton, Inc. • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to [the limitations on exercise and]1 the conditions hereinafter set forth, at any time on or after October __, 2019 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Soliton, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 6th, 2018 • Soliton, Inc. • Surgical & medical instruments & apparatus • Texas
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT THE MARKET FOR SUCH INVESTMENT MAY BE LIMITED AND SPORADIC AND IS EXPECTED TO CONTINUE TO BE LIMITED AND SPORADIC FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET CURRENTLY EXISTS FOR THE SECURITIES.
ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • August 10th, 2018 • Soliton, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS ESCROW AGREEMENT, dated as of (“Escrow Agreement”), is by and between SI Securities, LLC (“ SI Securities”), Boustead Securities, LLC (“Boustead”), Soliton, Inc., a company incorporated in Delaware (“Issuer”), and The Bryn Mawr Trust Company of Delaware (“BMTC DE”), a Delaware entity, as Escrow Agent hereunder (“Escrow Agent”). Capitalized terms used herein, but not otherwise defined, shall have the meaning set forth in that certain Selected Dealer Agreement by and between Boustead and SI Securities executed prior hereto (the “Selected Dealer Agreement”).
UNDERWRITING AGREEMENT SOLITON, INC.Underwriting Agreement • August 30th, 2018 • Soliton, Inc. • Surgical & medical instruments & apparatus • California
Soliton, Inc., a Delaware corporation (the “Company”), proposes to issue and sell a minimum of 1,500,000 shares and a maximum of 3,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”) to investors deemed acceptable by the Company (the “Investors”) in a public offering pursuant to Regulation A and to engage the several underwriters listed in Schedule A hereto (the “Underwriters”), for whom Boustead Securities, LLC is acting as a representative (the “Representative”) on a best efforts basis. The Underwriters have agreed to act, on a best efforts basis only, as the underwriters in connection with the offering and sale of the Shares (the “Offering”). The Company confirms its agreement with the Underwriters as follows:
AMENDED and RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2019 • Soliton, Inc. • Surgical & medical instruments & apparatus • Texas
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of February 25, 2019 (the “Effective Date”), by and between Soliton, Inc., a Delaware corporation (the “Company”) having its principal place of business at 5304 Ashbrook Drive, Houston, Texas 77081, and Joe Tanner (“Executive”), and the Company and the Executive collectively referred to herein as the “Parties”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 30th, 2018 • Soliton, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of January 23, 2017, by and among Soliton, Inc., a Delaware corporation (the “Company”), and the lenders (each individually a “Lender,” and collectively the “Lenders”) named on the Schedule of Lenders attached hereto as Schedule 1 (the “Schedule of Lenders”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.
COMMON STOCK PURCHASE WARRANTSoliton, Inc. • June 18th, 2019 • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the [limitations on exercise and the]1 conditions hereinafter set forth, at any time on or after June 19, 2019 (the “Initial Exercise Date”) and on or prior to the five-year anniversary of the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Soliton, Inc., a Delaware corporation (the “Company”), up to ______shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AGREEMENT AND PLAN OF MERGER By and Among ABBVIE INC., SCOUT MERGER SUB, INC. and SOLITON, INC. Dated as of May 8, 2021Agreement and Plan of Merger • May 10th, 2021 • Soliton, Inc. • Surgical & medical instruments & apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of May 8, 2021 (this “Agreement”), is by and among AbbVie Inc., a Delaware corporation (“Parent”), Scout Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Soliton, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 8.12.
PATENT AND TECHNOLOGY LICENSE AGREEMENTPatent and Technology License Agreement • August 30th, 2018 • Soliton, Inc. • Surgical & medical instruments & apparatus • Texas
This AGREEMENT (“AGREEMENT”) is made on this 5th day of April, 2012, by and between THE BOARD OF REGENTS (“BOARD”) of THE UNIVERSITY OF TEXAS SYSTEM (“SYSTEM”), an agency of the State of Texas, whose address is 201 West 7th Street, Austin, Texas 78701, on behalf of THE UNIVERSITY OF TEXAS M. D. ANDERSON CANCER CENTER (“UTMDACC”), a member institution of SYSTEM, and SOLITON, INC. a Delaware corporation having a principal place of business located at 1225 N. Loop West, Suite 725, Houston, Texas 77008 (“LICENSEE”).
COMMON STOCK PURCHASE WARRANTSoliton, Inc. • August 10th, 2018 • Surgical & medical instruments & apparatus • Texas
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_______] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to the close of business on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Soliton, Inc., a Delaware corporation (the “Company”), up to [_______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
OFFERING DEPOSIT ACCOUNT AGENCY AGREEMENTDeposit Account Agency Agreement • August 10th, 2018 • Soliton, Inc. • Surgical & medical instruments & apparatus • California
This Offering Deposit Account Agency Agreement (this “Agreement”) is entered into as of ____________, 2018, by and between Soliton, Inc., a Delaware corporation with its principal office located at 5304 Ashbrook Drive, Houston, TX 77081(“Issuer”), FinTech Global Markets, Inc., a Delaware corporation with its principal office located at 6 Venture, Suite 265, Irvine, CA 92618 (“Intermediary”) and FinTech Clearing, LLC, a Delaware limited liability company and FINRA registered Broker/Dealer, with its principal office located at 6 Venture, Suite 265, Irvine, CA 92618 (“Deposit Account Agent”). Issuer, Intermediary and Deposit Account Agent shall collectively be referred to as “Parties”.
CO-PLACEMENT AGENCY AGREEMENTCo-Placement Agency Agreement • October 15th, 2019 • Soliton, Inc. • Surgical & medical instruments & apparatus • New York
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 4th, 2021 • Soliton, Inc. • Surgical & medical instruments & apparatus
THIS AMENDMENT (“Amendment”) is entered into effective as of March 1, 2021 and serves to amend the Amended and Restated Employment Agreement entered into by and between Soliton, Inc., a Delaware corporation (“Company”), and Lori Bisson (“Executive”), on February 25, 2019 (the “Agreement”). All capitalized terms not defined herein shall have the meaning set forth in the Agreement.
MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • March 11th, 2020 • Soliton, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT (the "Agreement") is effective as of March 6, 2020 (the “Effective Date”), by and between SOLITON, INC. a Delaware corporation having a principal place of business at 5304 Ashbrook Drive, Houston, TX 77081, on behalf of itself and its affiliates or subsidiaries (collectively “CUSTOMER”) and SANMINA CORPORATION, a Delaware corporation having its principal place of business at 2700 North First Street, San Jose, California 95134, on behalf of itself and its affiliates or subsidiaries (“SANMINA”). CUSTOMER and SANMINA are sometimes referred to herein as a “Party” and the “Parties.”
PLEASE READ THIS AGREEMENT CAREFULLY; THIS IS A BINDING CONTRACT.Please Read This Agreement • October 18th, 2018 • Soliton, Inc. • Surgical & medical instruments & apparatus • California
This site (the “Site”) is an equity funding platform delivering an efficient way for entrepreneurs to raise equity capital on behalf of their company (an “Issuer”) through a network of investors (“Investors”). Any Issuer can create an Offering (defined below). Investors, Issuers, founders and anyone else that browses the Site or creates an Account (defined below) is a User (“User”).
AMENDMENT TO COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • May 10th, 2021 • Soliton, Inc. • Surgical & medical instruments & apparatus • Delaware
This AMENDMENT (this “Amendment”) to that certain Common Stock Purchase Warrant (the “Warrant”), issued [•], 20[•], issued by Soliton, Inc., a Delaware corporation (the “Company”), to [•] (the “Holder”), is made as of [•], 2021, by and between the Company and the Holder. Defined terms used herein but not defined herein shall have the meanings set forth in the Warrant.
SUPPORT AGREEMENTSupport Agreement • May 10th, 2021 • Soliton, Inc. • Surgical & medical instruments & apparatus • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of May 8, 2021, is by and among AbbVie Inc., a Delaware corporation (“Parent”), Scout Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Remeditex Ventures, LLC (the “Stockholder”).
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 2nd, 2020 • Soliton, Inc. • Surgical & medical instruments & apparatus
THIS AMENDMENT (“Amendment”) is entered into effective as of October 30, 2020 and serves to amend the Amended and Restated Employment Agreement entered into by and between Soliton, Inc., a Delaware corporation (“Company”), and Christopher Capelli (“Executive” or “Capelli”), on February 25, 2019 (the “Agreement”). All capitalized terms not defined herein shall have the meaning set forth in the Agreement.
LEASE AGREEMENTLease Agreement • July 6th, 2018 • Soliton, Inc. • Surgical & medical instruments & apparatus • Texas
This Lease Agreement is made and entered into as of the 16th day of July, 2015 ("Effective Date") between ASHBROOK LAND LTD., hereinafter referred to as "Landlord'', and SOLITON INC., hereinafter referred to as "Tenant":
PATENT AND TECHNOLOGY LICENSE AGREEMENTPatent and Technology License Agreement • July 6th, 2018 • Soliton, Inc. • Surgical & medical instruments & apparatus • Texas
This AGREEMENT (“AGREEMENT”) is made on this 5th day of April, 2012, by and between THE BOARD OF REGENTS (“BOARD”) of THE UNIVERSITY OF TEXAS SYSTEM (“SYSTEM”), an agency of the State of Texas, whose address is 201 West 7th Street, Austin, Texas 78701, on behalf of THE UNIVERSITY OF TEXAS M. D. ANDERSON CANCER CENTER (“UTMDACC”), a member institution of SYSTEM, and SOLITON, INC. a Delaware corporation having a principal place of business located at 1225 N. Loop West, Suite 725, Houston, Texas 77008 (“LICENSEE”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2021 • Soliton, Inc. • Surgical & medical instruments & apparatus
THIS AMENDMENT (“Amendment”) is entered into on May 8, 2021 and serves to amend the Employment Agreement entered into by and between Soliton, Inc., a Delaware company (“Company”), and Brad Hauser (“Executive” and, together with the Company, the “Parties”), on October 30, 2020 (the “Agreement”). All capitalized terms not defined herein shall have the meaning set forth in the Agreement.
ContractDistribution and Sales Agreement • November 12th, 2020 • Soliton, Inc. • Surgical & medical instruments & apparatus • Texas
FORM OF OFFICER SUPPORT AGREEMENTForm of Officer Support Agreement • May 10th, 2021 • Soliton, Inc. • Surgical & medical instruments & apparatus • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of May ___, 2021, is by and among AbbVie Inc., a Delaware corporation (“Parent”), Scout Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and [•] (the “Stockholder”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 2nd, 2020 • Soliton, Inc. • Surgical & medical instruments & apparatus • California
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of October 30, 2020 (the “Effective Date”), by and between Soliton, Inc., a Delaware corporation (the “Company”) having its principal place of business at 5304 Ashbrook Drive, Houston, Texas 77081, and Brad Hauser (“Executive”), and the Company and the Executive collectively referred to herein as the “Parties”).
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 4th, 2021 • Soliton, Inc. • Surgical & medical instruments & apparatus
THIS AMENDMENT (“Amendment”) is entered into effective as of March 1, 2021 and serves to amend the Amended and Restated Employment Agreement entered into by and between Soliton, Inc., a Delaware corporation (“Company”), and Joe Tanner (“Executive”), on February 25, 2019 (the “Agreement”). All capitalized terms not defined herein shall have the meaning set forth in the Agreement.
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • May 10th, 2021 • Soliton, Inc. • Surgical & medical instruments & apparatus • Texas
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (“Agreement”) is entered into on May 8, 2021 by and between Soliton, Inc., a Delaware corporation (“Company”), and Brad Hauser (“Executive” and together with the Company, the “Parties”).
Terms of UseSoliton, Inc. • October 18th, 2018 • Surgical & medical instruments & apparatus
SeedInvest, LLC d/b/a SeedInvest.com together with its affiliates, including SeedInvest Technology, LLC and SeedInvest Financial, LLC ("SeedInvest," "us," "our" or "we") provides this web site to you under the following terms and conditions (this "Agreement" or "Terms of Use"). Our Privacy Policy (as in posted to our website), which explains how we collect and use information from visitors to our web site ("Visitors"), is incorporated by reference in these Terms of Use. By using our web site (the "Site") or submitting any information to us, you consent to and agree to be bound by these Terms of Use and our Privacy Policy. By using the Site in any manner, including but not limited to visiting or browsing the Site, you agree to be bound by this Agreement, the Privacy Policy, and all other operating rules, policies and procedures that may be published by us from time to time on the Site, each of which is incorporated by reference and each of which may be updated by us from time to time wi
SUBSCRIPTION AGREEMENTSubscription Agreement • October 18th, 2018 • Soliton, Inc. • Surgical & medical instruments & apparatus • Texas
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT THE MARKET FOR SUCH INVESTMENT MAY BE LIMITED AND SPORADIC AND IS EXPECTED TO CONTINUE TO BE LIMITED AND SPORADIC FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET CURRENTLY EXISTS FOR THE SECURITIES.
SUBSCRIPTION AGREEMENTSubscription Agreement • August 10th, 2018 • Soliton, Inc. • Surgical & medical instruments & apparatus • Texas
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT THE MARKET FOR SUCH INVESTMENT MAY BE LIMITED AND SPORADIC AND IS EXPECTED TO CONTINUE TO BE LIMITED AND SPORADIC FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET CURRENTLY EXISTS FOR THE SECURITIES.
PATENT AND TECHNOLOGY LICENSE AGREEMENTAgreement • October 18th, 2018 • Soliton, Inc. • Surgical & medical instruments & apparatus • Texas
This AGREEMENT (“AGREEMENT”) is made on this 5th day of April, 2012, by and between THE BOARD OF REGENTS (“BOARD”) of THE UNIVERSITY OF TEXAS SYSTEM (“SYSTEM”), an agency of the State of Texas, whose address is 201 West 7th Street, Austin, Texas 78701, on behalf of THE UNIVERSITY OF TEXAS M. D. ANDERSON CANCER CENTER (“UTMDACC”), a member institution of SYSTEM, and SOLITON, INC. a Delaware corporation having a principal place of business located at 1225 N. Loop West, Suite 725, Houston, Texas 77008 (“LICENSEE”).
COOPERATIVE DEVELOPMENT ADDENDUM TO ENGINEERING AND DEVELOPMENT SERVICES MASTER AGREEMENTEngineering and Development Services Master Agreement • November 22nd, 2019 • Soliton, Inc. • Surgical & medical instruments & apparatus
THIS COOPERATIVE DEVELOPMENT ADDENDUM (this “Addendum”) is entered into as of November 20, 2019 and made effective as of July 1, 2019 (“Effective Date”), by and between SOLITON, INC., a Delaware company, having its principal office at 5304 Ashbrook Drive, Houston, TX 77081 (“Soliton”), and EMPHYSYS, INC., a Delaware corporation, having its principal office at 2-X Gill Street, Woburn, Massachusetts 01803 (hereinafter called “Emphysys”) (each a “Party” and collectively the “Parties”).
SELECTED DEALER AGREEMENTSelected Dealer Agreement • August 10th, 2018 • Soliton, Inc. • Surgical & medical instruments & apparatus • California
BOUSTEAD SECURITIES, LLC (the “Underwriter”), as agent for Soliton, Inc., a Delaware corporation (the “Company”), is acting, in accordance with that certain underwriting agreement dated ______________, 2018 (the “Underwriting Agreement”), as best efforts underwriter of a proposed public offering (the “Offering”) of up to a minimum of 1,500,000 shares of the Company’s common stock (the “Common Stock”) for a minimum offering amount of $7,500,000 (the “Minimum Offering Amount”) and a maximum of 3,000,000 shares of the Company’s Common Stock for an aggregate maximum offering amount of up to $15,000,000 (the “Maximum Offering Amount”), pursuant to an offering statement and Preliminary Offering Circular filed with the Securities and Exchange Commission (“SEC”) on Form 1-A, as amended from time to time, and such offering statement was qualified by the SEC on [ ], 2018 (Offering File No. 024-10854). The Preliminary Offering Statement includes the Company’s offering circular, as amended or supp
