RETENTION AGREEMENTRetention Agreement • May 10th, 2010 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
This Retention Agreement (the “Agreement”) is entered into as of January 11, 2010 (the “Effective Date”), by and between Dr. Robert Mittendorff (the “Executive”) and Hansen Medical, Inc. (the “Corporation”).
CONFIDENTIAL SETTLEMENT AGREEMENTConfidential Settlement Agreement • May 10th, 2010 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
This Confidential Settlement Agreement (“Agreement”) is entered into as of December 11, 2009, by and between Luna Innovations, Inc. (“Luna”) and Luna Technologies, Inc. (“Luna Technologies”) (collectively, the “Debtors”), and Hansen Medical, Inc. (“Hansen”) (together with the Debtors, the “Parties”).
WARRANT TO PURCHASE COMMON STOCK OF LUNA INNOVATIONS INCORPORATEDLuna Innovations Incorporated • May 10th, 2010 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This certifies that Hansen Medical, Inc. (the “Holder”), for value received, and contingent upon the satisfaction of the conditions set forth in Section 1 below, is entitled to purchase, at a purchase price of $0.01 per share (the “Stock Purchase Price”), from Luna Innovations Incorporated, a Delaware corporation (the “Company”), up to that number, if any, of fully paid and nonassessable shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), equal to the Warrant Shares, as determined in accordance with the following calculation:
PATENT AND TRADEMARK SECURITY AGREEMENTPatent and Trademark Security Agreement • May 10th, 2010 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS PATENT AND TRADEMARK SECURITY AGREEMENT (this “Agreement”), dated as of January 12, 2010, is made between Luna Innovations Incorporated, a Delaware corporation (“Grantor”), and Hansen Medical, Inc., a Delaware corporation (“Secured Party”).
SECURITY AGREEMENTSecurity Agreement • May 10th, 2010 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS SECURITY AGREEMENT (this “Agreement”), dated as of January 12, 2010, is made by and among Luna Innovations Incorporated, a Delaware corporation (“LII”), Luna Technologies, Inc., a Delaware corporation (“LTI”, and, together with LII, individually as a “Debtor” and collectively as “Debtors”) and Hansen Medical, Inc., a Delaware corporation (“Secured Party”).
SECURED PROMISSORY NOTESecurity Agreement • May 10th, 2010 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
FOR VALUE RECEIVED, the undersigned, Luna Innovations Incorporated, a Delaware corporation, and Luna Technologies, Inc., a Delaware corporation (individually and collectively, called the “Borrower”), HEREBY UNCONDITIONALLY JOINTLY AND SEVERALLY PROMISE TO PAY to the order of Hansen Medical, Inc., a Delaware corporation (the “Lender”), the principal sum of FIVE MILLION UNITED STATES DOLLARS (U.S. $5,000,000.00), in sixteen (16) equal consecutive installments, commencing on April 12, 2010, with subsequent installments payable on the last Business Day of each July, October, January and April (each a “Payment Date”) of each calendar year thereafter in accordance with the amortization schedule set forth on Exhibit A attached hereto, and with the last such installment to be due and payable on January 31, 2014 (as the same may be accelerated as provided herein, the “Maturity Date”) and in the amount necessary to repay in full the unpaid principal balance hereof.
CONFIDENTIAL MUTUAL RELEASEConfidential Mutual Release • May 10th, 2010 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies
This Confidential Mutual Release (“Release”) is entered into as of the Effective Date (defined below) by and between Luna Innovations, Inc. (“Luna”) and Luna Technologies, Inc. (“Luna Technologies”) (collectively, the “Debtors”), and Hansen Medical, Inc. (“Hansen”) (together with the Debtors, the “Parties”).
CONSULTING AGREEMENTConsulting Agreement • May 10th, 2010 • Hansen Medical Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
Effective February 24, 2010 (“Effective Date”), Peter Osborne, an individual with mailing address of 4960 Almaden Expy., #232, San Jose CA 95118 (“Consultant”) and Hansen Medical, Inc., a Delaware corporation having a principal place of business at 800 E. Middlefield Road, Mountain View, CA 94043 (“Company”) agree as follows:
