0001047469-18-002616.txt : 20180406 0001047469-18-002616.hdr.sgml : 20180406 20180406160156 ACCESSION NUMBER: 0001047469-18-002616 CONFORMED SUBMISSION TYPE: S-1 PUBLIC DOCUMENT COUNT: 54 FILED AS OF DATE: 20180406 DATE AS OF CHANGE: 20180406 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Inspire Medical Systems, Inc. CENTRAL INDEX KEY: 0001609550 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 261377674 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-224176 FILM NUMBER: 18743188 BUSINESS ADDRESS: STREET 1: 9700 63RD AVENUE N STREET 2: SUITE 200 CITY: MAPLE GROVE STATE: X1 ZIP: 55369 BUSINESS PHONE: 763-205-7970 MAIL ADDRESS: STREET 1: 9700 63RD AVENUE N STREET 2: SUITE 200 CITY: MAPLE GROVE STATE: X1 ZIP: 55369 S-1 1 a2235179zs-1.htm S-1

Table of Contents

As filed with the Securities and Exchange Commission on April 6, 2018

Registration No. 333-                


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



Inspire Medical Systems, Inc.
(Exact name of registrant as specified in its charter)

Delaware   3841   26-1377674
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification No.)

9700 63rd Ave. N., Suite 200
Maple Grove, MN 55369
(844) 672-4357

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)



Timothy P. Herbert
Chief Executive Officer
9700 63rd Ave. N., Suite 200
Maple Grove, MN 55369
(844) 672-4357

(Name, address, including zip code, and telephone number, including area code, of agent for service)



Copies to:

B. Shayne Kennedy
Nathan Ajiashvili
Latham & Watkins LLP
650 Town Center Drive, 20th Floor
Costa Mesa, CA 92626
(714) 540-1235

 

Ilir Mujalovic
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
(212) 848-4000



Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

                  If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

                  If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

                  If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

                  If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

                  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
(Do not check if a
smaller reporting company)
  Smaller reporting company o

Emerging growth company ý

                  If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.    o



CALCULATION OF REGISTRATION FEE

       
 
Title of Each Class of Securities
To Be Registered

  Proposed Maximum
Aggregate Offering
Price(1)

  Amount of
Registration Fee(2)

 

Common Stock, $0.001 par value per share

  $86,250,000   $10,738.13

 

(1)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. Includes the aggregate offering price of additional shares that the underwriters have the option to purchase.

(2)
Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price.



                  The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

   


Table of Contents

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion
Preliminary Prospectus dated April 6, 2018

PROSPECTUS

            Shares

LOGO

Inspire Medical Systems, Inc.

Common Stock



              This is Inspire Medical Systems, Inc.'s initial public offering. We are selling                shares of our common stock.

              We expect the public offering price to be between $            and $            per share. Currently, no public market exists for the shares. After pricing of the offering, we expect that the shares will trade on the New York Stock Exchange under the symbol "INSP."

              We are an "emerging growth company" under the federal securities laws and are subject to reduced public company disclosure standards. See "Prospectus Summary—Implications of Being an Emerging Growth Company."

              Investing in the common stock involves risks that are described in the "Risk Factors" section beginning on page 12 of this prospectus.



 
 
Per Share
 
Total
 

Public offering price

  $     $    

Underwriting discount(1)

  $     $    

Proceeds, before expenses, to us

  $     $    
(1)
We refer you to "Underwriting" beginning on page 165 for additional information regarding underwriting compensation.

              The underwriters may also exercise their option to purchase up to an additional                                                                                                                                                                                    shares from us, at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus.

              Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

              The shares will be ready for delivery on or about                        , 2018.



BofA Merrill Lynch   Goldman Sachs & Co. LLC



Guggenheim Securities   Stifel   Wells Fargo Securities



   

The date of this prospectus is                        , 2018


TABLE OF CONTENTS

 
  Page

Prospectus Summary

  1

Risk Factors

  12

Special Note Regarding Forward-Looking Statements

  56

Market and Industry Data

  57

Use of Proceeds

  58

Dividend Policy

  59

Capitalization

  60

Dilution

  63

Selected Historical Financial Data

  66

Management's Discussion and Analysis of Financial Condition and Results of Operations

  68

Business

  82

Management

  122

Executive and Director Compensation

  129

Certain Relationships and Related Party Transactions

  144

Principal Stockholders

  150

Description of Capital Stock

  153

Shares Eligible for Future Sale

  158

Material U.S. Federal Income Tax Consequences to Non-U.S. Holders

  161

Underwriting

  165

Legal Matters

  173

Experts

  173

Where You Can Find More Information

  173

Index to Financial Statements

  F-1



              We have not, and the underwriters have not, authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares of common stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

              For investors outside the United States:    We have not, and the underwriters have not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside the United States.


TRADEMARKS

              This prospectus includes our trademarks and trade names, including, without limitation, Inspire®, Inspire Medical Systems, Inc.™, Inspire Cloud™, Inspire Upper Airway Stimulation™ and our logo, which are our property and are protected under applicable intellectual property laws. This prospectus also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ®, ™ or SM symbols, but such references are not intended to indicate, in any way, that we or the applicable owner will not assert, to the fullest extent permitted under applicable law, our or its rights or the right of any applicable licensor to these trademarks, trade names and service marks. We do not intend our use or display of other parties' trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.


Table of Contents

 


PROSPECTUS SUMMARY

              This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, especially the "Risk Factors" section beginning on page 12 and our financial statements and the related notes appearing at the end of this prospectus, before making an investment decision.

              Unless the context requires otherwise, references to "Inspire," the "Company," "we," "us," and "our," refer to Inspire Medical Systems, Inc.

Overview

              We are a medical technology company focused on the development and commercialization of innovative and minimally invasive solutions for patients with obstructive sleep apnea. Our proprietary Inspire system is the first and only FDA-approved neurostimulation technology that provides a safe and effective treatment for moderate to severe obstructive sleep apnea. We have developed a novel, closed-loop solution that continuously monitors a patient's breathing patterns and delivers mild hypoglossal nerve stimulation to maintain an open airway. The safety and efficacy of our Inspire therapy is supported by a significant body of clinical data, which includes a publication in the New England Journal of Medicine and more than 40 peer-reviewed publications. Inspire therapy received premarket approval, or PMA, from the U.S. Food and Drug Administration, or FDA, in April 2014 and has been commercially available in certain European markets since November 2011. Inspire therapy is indicated for patients with moderate to severe obstructive sleep apnea who do not have significant central sleep apnea and do not have a complete concentric collapse of the airway at the soft palate level. In addition, patients in the United States must have been confirmed to fail or be unable to tolerate positive airway pressure treatments, such as CPAP, and be 22 years of age or older, though there are no similar requirements for patients in Europe. Physicians have treated more than 2,500 patients with Inspire therapy at over 150 medical centers across the United States and Europe.

              Sleep apnea is a serious and chronic disease that negatively impacts a patient's sleep, health and quality of life. According to the World Health Organization, sleep apnea affects more than 100 million people worldwide. Obstructive sleep apnea, or OSA, is the most common form of sleep apnea. OSA occurs when a person's breathing is interrupted during sleep by a partially or completely blocked airway and affects patients of all ages, sexes and body types. The severity of OSA is measured by the number of partial or complete airway blockages that a patient experiences in an hour, referred to as the apnea-hypopnea index, or AHI. Moderate OSA patients have an AHI of 15 to 30 events per hour, while severe OSA patients have an AHI of 30 or more events per hour. Left untreated, OSA increases the risk of high blood pressure, hypertension, heart failure, stroke, coronary artery disease and other life-threatening diseases.

              Continuous positive airway pressure, or CPAP, is the leading therapy for patients with moderate to severe OSA. CPAP is delivered through a face or nasal mask that connects through a hose to a bedside air pump. The effectiveness of CPAP has been limited by low patient compliance, as many patients find the mask or treatment cumbersome, uncomfortable and loud. According to published literature, only approximately 35% to 65% of patients prescribed a CPAP device are compliant with the therapy. When CPAP fails or cannot be tolerated, patients' remaining treatment options are limited and consist primarily of invasive surgical procedures. We believe that there is both an urgent clinical need and a strong market opportunity for an alternative to CPAP that is safe, effective and minimally invasive.

              Inspire therapy is an innovative, closed-loop, minimally invasive solution that provides comfort and convenience, resulting in high compliance for patients with moderate to severe OSA. Our Inspire system consists of a remote control and three implantable components, which include a pressure

1


Table of Contents

sensing lead, a neurostimulator and a stimulation lead. Once implanted, the Inspire system uses a proprietary algorithm to continuously monitor a patient's breathing patterns and delivers electrical stimulation that causes a slight forward movement of the back of the tongue. This forward movement helps to maintain an open airway, enabling the patient to inhale freely and without interruption.

              The results from multiple clinical trials, which include four sponsored and more than six independent clinical studies, together with patient-reported outcomes, have shown that our Inspire therapy provides statistically significant and sustained reduction in the severity of patients' OSA, improvement in sleep-related quality of life and reduction in snoring, as well as high patient compliance rates and a strong safety profile.

              Our pivotal clinical trial, the Stimulation Therapy for Apnea Reduction, or STAR, trial, was designed to demonstrate longitudinal therapy efficacy and included a randomized controlled therapy withdrawal study. Patients in the longitudinal study experienced an approximately 70% reduction in the median AHI from a baseline of 29.3 events per hour to 9.0 events per hour at 12 months following initial treatment. Ongoing STAR trial follow-up has shown results similar to the initial data at 18 months, three years and five years. At five years, median AHI remained low at 6.2 events per hour. The effectiveness of Inspire therapy was further demonstrated by the results of the randomized controlled therapy withdrawal study, in which patients in the therapy withdrawal group regressed to near-baseline AHI levels while patients in the control group that continued Inspire therapy experienced sustained therapeutic benefits.

              We sell our Inspire system to hospitals and ambulatory surgery centers, or ASCs, in the United States and in select countries in Europe through a direct sales organization. We have 30 sales representatives in the United States and six in Europe. Our direct sales force engages in sales efforts and promotional activities focused on ear, nose and throat, or ENT, physicians and sleep centers. In addition, we highlight our compelling clinical data and value proposition to increase awareness and adoption amongst referring physicians. We build upon this top-down approach with strong direct-to-patient marketing initiatives to create awareness of the benefits of our Inspire system and drive demand through patient empowerment. This outreach has helped to educate thousands of patients on our Inspire therapy and frequently results in patient leads.

              Our customers are reimbursed the cost required to treat each patient through various third-party payors, such as commercial payors and government agencies. We are in active discussions with commercial payors to establish positive national coverage policies to support reimbursement of Inspire therapy. In parallel, our 12 person reimbursement team, which we refer to as our market access team, is focused on assisting patients and physicians in obtaining appropriate prior authorization approvals from commercial payors on a case-by-case basis in advance of treatment with our Inspire therapy. We have been successful in obtaining prior authorization approvals from approximately 230 commercial payors. In addition, Medicare covers our procedure on a medical necessity basis. We also have a U.S. government contract for patients who are treated by the Veterans Health Administration.

              We generated revenue of $28.6 million, with a gross margin of 78.9% and a net loss of $17.5 million, for the year ended December 31, 2017, compared to revenue of $16.4 million, with a gross margin of 76.2% and a net loss of $18.5 million, for the year ended December 31, 2016, and revenue of $8.0 million, with a gross margin of 64.9% and a net loss of $21.3 million for the year ended December 31, 2015. As of December 31, 2017, we had an accumulated deficit of $125.1 million.

Our Market Opportunity

              The market for OSA treatment is large and growing. We believe there is a significant population in the United States with moderate to severe OSA who are unable to use or get consistent benefit from CPAP and who are eligible for our Inspire therapy. Currently, there are approximately 17 million individuals in the United States with moderate to severe OSA. Based on industry sources, we

2


Table of Contents

estimate that approximately 2 million patients are prescribed a CPAP device annually in the United States. Further, based on published literature, we estimate that at least 35% of patients prescribed a CPAP device are not compliant with the therapy and approximately 70% of those non-compliant patients have an airway anatomy that would allow for effective treatment with Inspire therapy. As a result, we believe the annual total addressable market for our Inspire therapy in the United States to be approximately 500,000 patients, which, based on our average selling price per implantation, represents an estimated annual market opportunity of approximately $10 billion. We also believe there is a substantial market opportunity outside the United States.

Current Treatments for OSA and their Limitations

              There are several treatment options for OSA patients depending on the level of severity of the disease, ranging from lifestyle changes to surgery. Some patients are prescribed an oral device designed to prevent the airway from collapsing by shifting the position of the jaw forward; however, these devices are not always effective and are used primarily in mild to slightly moderate cases. CPAP is the leading therapy for patients with moderate to severe OSA but faces significant limitations as a therapeutic option, primarily due to low patient compliance. Commonly cited reasons patients fail to use the CPAP device on a regular basis include mask discomfort, mask leakage, pressure intolerance, skin irritation, nasal congestion, nasal drying, nosebleeds, claustrophobia and lack of intimacy. Low patient compliance persists despite the development of various CPAP devices designed to improve patient comfort and treatment through a variety of methods.

              In cases of moderate to severe OSA where CPAP has failed or patients have discontinued treatment, surgery may be an alternate therapy. Two of the primary surgical procedures for treating OSA are uvulopalatopharyngoplasty, or UPPP, and maxillomandibular advancement, or MMA. Both of these are invasive in-patient procedures that irreversibly alter the patient's anatomy, require extended recovery periods which are often painful, and have limited or unpredictable clinical benefit.

Our Solution for OSA

              Our proprietary Inspire system is the first and only FDA-approved closed-loop neurostimulation technology that provides a safe and effective treatment for moderate to severe OSA. Our Inspire system consists of a remote control and three implantable components: a pressure sensing lead, which detects when the patient is attempting to breathe; a neurostimulator, which houses the electronics and battery power for the device; and a stimulation lead, which delivers electrical stimulation to the hypoglossal nerve, which is the nerve that controls forward movement of the tongue. To receive the Inspire system, patients undergo a short, minimally invasive outpatient surgical procedure, typically lasting two hours, during which the neurostimulator, sensing lead and stimulation lead are implanted in a series of three small incisions. Patients typically recover quickly and are able to resume normal activities in just a few days. Once the Inspire system has been activated, patients are able to turn it on when they plan to go to sleep and turn it off when they awaken. The device has a programmed delay, typically 30 minutes, to allow patients to fall asleep naturally before the device activates.

              We believe our Inspire therapy overcomes many of the limitations of CPAP and other current treatments of moderate to severe OSA by providing the following key benefits:

    Safe, effective and durable treatment supported by compelling clinical data, including long-term efficacy results out to five years from initial treatment.

    Closed-loop system that uses a proprietary algorithm to continuously monitor patients' breathing patterns and provides electrical stimulation during the inspiratory phase.

3


Table of Contents

    Comfortable and convenient therapy resulting in high patient satisfaction that was reported to be 92% at an average of four months from initial treatment in the first 301 patients in our ongoing global patient registry.

    Strong patient compliance, with 80% of patients reporting continued nightly use through five years from initial treatment in our pivotal trial.

    Minimally invasive outpatient procedure with short recovery time.

    Long-lasting solution with a battery designed to last approximately 11 years without charging or maintenance.

Our Competitive Strengths

              We believe the continued growth of our company will be driven by the following competitive strengths:

    First to market with an innovative, closed-loop, minimally invasive solution.  We have developed the first and only FDA-approved neurostimulation technology that provides a safe and effective treatment for patients with moderate to severe OSA. Unlike CPAP, our Inspire therapy has shown high patient compliance. We believe our high patient compliance rate is due to our innovative, closed-loop, minimally invasive solution that is designed to provide comfort and convenience. We believe we have a significant first mover advantage and momentum over future competitors, as physicians have treated more than 2,500 patients with Inspire therapy.

    Significant body of strong clinical data.  We have developed a significant body of clinical data that demonstrates the safety and effectiveness, therapy adherence and long-term sustained benefits of our Inspire therapy. The benefits of treatment with Inspire therapy have been consistent across four sponsored and more than six independent clinical studies that evaluated approximately 775 patients, including more than 280 patients evaluated in independent clinical studies, and have been highlighted in more than 40 peer-reviewed publications. Data reported in these clinical studies also demonstrated a high level of overall patient satisfaction. We believe this favorable data provides us with a significant competitive advantage and will continue to support increased adoption of our Inspire therapy.

    Holistic and targeted approach to market development and patient engagement.  We have established a methodical approach to market development that centers on active engagement with patients, physicians and sleep centers. Our sales force is focused on building long-lasting relationships with ENT physicians and sleep centers as we support physicians through all aspects of a case. In addition, we are highlighting our compelling clinical data and value proposition to increase awareness and adoption amongst referring physicians. We build upon this top-down approach with strong direct-to-patient marketing initiatives which helps to educate thousands of patients on our Inspire therapy and frequently results in patient leads. We are confident that our approach to engagement across multiple constituents will continue to drive increased awareness of and demand for our Inspire therapy.

    Dedicated team focused on providing market access for patients and providers.  We have a highly efficient approach to advance patients, once identified, to placement of the Inspire system. Our dedicated market access team helps patients and providers work with payors to secure the appropriate prior authorization approvals in advance of initial treatment. This highly leverageable team has been successful in securing reimbursement from approximately 230 commercial payors. In addition, this team continues to work with payors to establish positive coverage policies by highlighting the compelling clinical data and the economic benefits of our Inspire therapy.

4


Table of Contents

    Strong research and development capabilities and comprehensive intellectual property portfolio. Our commitment to driving innovation has allowed us to achieve continuous, significant improvements of our Inspire therapy. For example, we recently launched the fourth generation of our Inspire system, which has several benefits including a significantly smaller size with an approximate 11-year battery life and allowing patients to undergo an MRI scan of the head or extremities. We have a comprehensive patent portfolio to protect our intellectual property and technology, with rights to 19 issued U.S. patents and 20 pending U.S. patent applications that cover aspects of our Inspire system and future product concepts.

Our Strategy

              Our goal is to be a global leader in providing clinically proven innovative solutions that improve sleep, quality of life and health of patients with moderate to severe OSA. We believe the following strategies will play a critical role in achieving this goal and our future growth:

    Promote awareness among patients, ENT physicians, sleep centers and referring physicians.  We believe that many patients and physicians are unaware of our Inspire therapy. We intend to continue to promote awareness of our therapy through training and educating ENT physicians, sleep centers, referring physicians, key opinion leaders and various medical societies. We also plan to continue building patient awareness through our direct-to-patient marketing initiatives, which include paid search, radio, social media and online videos.

    Expand our U.S. sales and marketing organization to drive adoption of our Inspire therapy.  We plan to expand our sales and marketing organization and seek to recruit and train exceptionally talented sales representatives in existing and new markets in the United States to help us broaden adoption of our Inspire therapy and drive revenue growth.

    Leverage our prior authorization model while we work with payors to broaden coverage.  Our dedicated in-house market access team will continue to assist patients and physicians in obtaining prior authorization approvals from commercial payors for treatment with our Inspire therapy. In parallel, we plan to continue our active discussions with commercial payors to establish positive national coverage policies.

    Invest in research and development to drive innovation and expand indications.  We are committed to ongoing research and development and intend to invest in our business to further improve our products and clinical outcomes, increase patient acceptance and comfort and broaden the patient population that can benefit from our Inspire therapy. For example, we are currently evaluating the use of Inspire therapy in pediatric patients with Down syndrome.

    Further penetrate and expand into existing and new international markets.  We plan to establish and strengthen our presence in existing international markets in Europe, including Germany and the Netherlands, and expand our reach to new international markets, such as Japan.

Risks Associated with Our Business

              Our business is subject to a number of risks that you should be aware of before making an investment decision. You should carefully consider all of the information set forth in this prospectus and, in particular, should evaluate the specific factors set forth under "Risk Factors" in deciding whether to invest in our common stock. Among these important risks are the following:

    We have incurred significant operating losses since inception, we expect to incur operating losses in the future and we may not be able to achieve or sustain profitability.

5


Table of Contents

    Our revenue is primarily generated from sales of our Inspire system and we are therefore highly dependent on it for our success.

    If we are unable to increase patient and physician awareness of our Inspire therapy, our ability to increase our revenue and grow our business will be impaired.

    If patients or physicians are not willing to change current practices to adopt our Inspire therapy to treat moderate to severe OSA, our Inspire therapy may fail to gain increased market acceptance, and our business will be adversely affected.

    If we are unable to achieve and maintain adequate levels of coverage or reimbursement for our Inspire system, or any future products we may seek to commercialize, our commercial success may be severely hindered.

    If we are unable to expand, manage and maintain our direct sales and marketing organization we may not be able to generate revenue growth.

    We rely on a limited number of third-party suppliers and contract manufacturers for the manufacture and assembly of our products, and a loss or degradation in performance of these suppliers and contract manufacturers could have a material adverse effect on our business, financial condition and results of operations.

    Our products and operations are subject to extensive government regulation and oversight both in the United States and abroad, and our failure to comply with applicable requirements could harm our business.

    If we are unable to adequately protect our intellectual property rights, or if we are accused of infringing on the intellectual property rights of others, our competitive position could be harmed or we could be required to incur significant expenses to enforce or defend our rights.

Corporate Information

              We were incorporated in Delaware in November 2007 when our predecessor, Inspire Medical Systems, LLC, a Minnesota limited liability company, was spun-off from Medtronic Inc. (now Medtronic Public Limited Company), or Medtronic. Inspire Medical Systems, LLC merged with us in November 2007, and we continued as the surviving entity. Our offices are located at 9700 63rd Avenue North, Suite 200, Maple Grove, Minnesota 55369. Our telephone number is (844) 672-4357. Our corporate website is www.inspiresleep.com. The information contained on or that can be accessed through our website is not incorporated by reference into this prospectus, and you should not consider information on our website to be part of this prospectus or in deciding to purchase our common stock.

Implications of Being an Emerging Growth Company

              We are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we may take advantage of certain exemptions from various reporting requirements that are applicable to other publicly-traded entities that are not emerging growth companies. These exemptions include:

    the option to present only two years of audited financial statements and only two years of related Management's Discussion and Analysis of Financial Condition and Results of Operations in this prospectus;

    not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002;

6


Table of Contents

    not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

    not being required to submit certain executive compensation matters to stockholder advisory votes, such as "say-on-pay," "say-on-frequency," and "say-on-golden parachutes;" and

    not being required to disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer's compensation to median employee compensation.

              As a result, we do not know if some investors will find our common stock less attractive. The result may be a less active trading market for our common stock, and the price of our common stock may become more volatile.

              Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 13(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this exemption and, as a result, our financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies. Section 107 of the JOBS Act provides that we can elect to opt out of the extended transition period at any time, which election is irrevocable.

              We will remain an emerging growth company until the earliest of: (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion; (ii) the last day of 2023; (iii) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common equity held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during any three-year period.

7


Table of Contents

 


The Offering

Common stock offered by us

                  shares.

Common stock to be outstanding after this offering

 

                shares (or            shares if the underwriters exercise their option to purchase additional shares in full).

Option to purchase additional shares

 

We have granted the underwriters a 30-day option to purchase up to            additional shares of our common stock at the public offering price less estimated underwriting discounts and commissions.

Use of proceeds

 

We estimate that the net proceeds to us from this offering will be approximately $             million, assuming an initial public offering price of $             per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from this offering to hire additional sales and marketing personnel and expand marketing programs both in the United States and in Europe, to fund product development and research and development activities and the remainder for working capital and general corporate purposes. See "Use of Proceeds."

Risk factors

 

Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page 12 and the other information included in this prospectus for a discussion of factors you should consider carefully before deciding to invest in our common stock.

Reserved share program

 

At our request, the underwriters have reserved for sale, at the initial public offering price, up to            % of the shares offered by this prospectus for sale to certain of our directors, officers, employees, business associates and related persons through a reserved share program. If these persons purchase reserved shares, this will reduce the number of shares available for sale to the general public. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares offered by this prospectus.

Proposed NYSE symbol

 

"INSP."



              The number of shares of our common stock to be outstanding after this offering is based on 89,004,782 shares of our common stock outstanding as of December 31, 2017, and excludes:

    13,777,497 shares of our common stock issuable upon the exercise of options outstanding as of December 31, 2017, at a weighted-average exercise price of $0.22 per share;

    1,994,563 shares of our common stock that remain available for issuance under our 2007 Stock Incentive Plan, as amended, and our 2017 Stock Incentive Plan, as amended, which together we refer to as our Existing Incentive Plans, as of December 31, 2017;

8


Table of Contents

    423,784 shares of our common stock issuable upon the exercise of warrants to purchase shares of our convertible preferred stock outstanding as of December 31, 2017, which will convert into warrants to purchase shares of our common stock immediately prior to the closing of this offering, at a weighted average exercise price of $1.41 per share;

    233,577 shares of our common stock issuable upon the exercise of warrants to purchase our convertible preferred stock that were issued on February 7, 2018, which will convert into warrants to purchase shares of our common stock immediately prior to the closing of this offering, at an exercise price of $1.37 per share;

                            shares of our common stock reserved for future issuance under our 2018 Incentive Award Plan, or 2018 Plan, which will become effective upon the effectiveness of the registration statement of which this prospectus forms a part; and

                            shares of our common stock reserved for future issuance under our 2018 Employee Stock Purchase Plan, or ESPP, which will become effective upon the effectiveness of the registration statement of which this prospectus forms a part.

              Unless otherwise indicated, this prospectus reflects and assumes the following:

    a      -for-        reverse stock split of our common stock to be effected on                        , 2018;

    the automatic conversion of all shares of our convertible preferred stock outstanding as of December 31, 2017 into 80,543,081 shares of our common stock immediately prior to the closing of this offering;

    the conversion of all warrants to purchase shares of our convertible preferred stock outstanding as of December 31, 2017 into warrants to purchase 423,784 shares of our common stock immediately prior to the closing of this offering;

    the filing of our amended and restated certificate of incorporation and the effectiveness of our amended and restated bylaws immediately prior to the closing of this offering;

    no exercise of the outstanding options and warrants referred to above; and

    no exercise by the underwriters of their option to purchase additional shares of our common stock.

9


Table of Contents



Summary Historical Financial Data

              The following tables set forth, for the periods and as of the dates indicated, our summary historical financial data. The statements of operations data for the years ended December 31, 2015, 2016 and 2017 and the balance sheet data as of December 31, 2017 are derived from our audited financial statements included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that may be expected in the future. You should read the following information together with the more detailed information contained in "Selected Historical Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and the related notes included elsewhere in this prospectus.

 
  Year ended December 31,  
 
  2015   2016   2017  
 
  (in thousands, except share and
per share data)

 

Statement of Operations Data:

                   

Revenue

  $ 8,012   $ 16,427   $ 28,567  

Cost of goods sold

    2,809     3,905     6,018  

Gross profit

    5,203     12,522     22,549  

Operating expenses:

                   

Selling and marketing

    15,291     20,019     28,552  

Research and development

    7,079     7,091     6,194  

General and administrative

    2,631     2,665     3,806  

Total operating expenses

    25,001     29,775     38,552  

Operating loss

    (19,798 )   (17,253 )   (16,003 )

Other expense (income):

                   

Interest income

    (66 )   (57 )   (203 )

Interest expense

    1,564     1,303     1,753  

Other expense (income), net

    41     29     (42 )

Loss before income taxes

    (21,337 )   (18,528 )   (17,511 )

Income taxes

             

Net loss

    (21,337 )   (18,528 )   (17,511 )

Net loss per share, basic and diluted(1)

  $ (3.12 ) $ (2.54 ) $ (2.24 )

Weighted average shares of common stock outstanding used to compute net loss per share, basic and diluted(1)

    6,835,699     7,288,489     7,824,723  

Pro forma net loss per share, basic and diluted (unaudited)(1)

              $ (0.20 )

Weighted average shares of common stock outstanding used to compute pro forma net loss per share, basic and diluted (unaudited)(1)

                85,718,069  

(1)
See note 12 to our audited financial statements included elsewhere in this prospectus for an explanation of the method used to calculate our historical and pro forma basic and diluted net loss per share.

10


Table of Contents

 
  As of December 31, 2017  
 
  Actual   Pro Forma(1)   Pro Forma As
Adjusted(2)(3)
 
 
   
  (unaudited)
  (unaudited)
 
 
  (in thousands)
 

Balance Sheet Data:

                   

Cash, cash equivalents and short-term investments

  $ 16,143   $ 16,143   $    

Working capital(4)

    16,950     16,950        

Total assets

    25,091     25,091        

Total liabilities

    23,764     23,607        

Convertible preferred stock

    119,106            

Total stockholders' equity

    1,327     1,484        

(1)
Reflects the automatic conversion of all outstanding shares of our convertible preferred stock into an aggregate of 80,543,081 shares of common stock immediately prior to the closing of this offering and the conversion of warrants to purchase shares of our convertible preferred stock into warrants to purchase 423,784 shares of our common stock immediately prior to the closing of this offering. Does not reflect (i) $8.0 million in additional borrowings we incurred under our credit facility on February 7, 2018 and (ii) the issuance of warrants to purchase 233,577 shares of our convertible preferred stock at an exercise price of $1.37 per share on February 7, 2018 in connection with the $8.0 million in additional borrowings incurred on that date under our credit facility.

(2)
Reflects the pro forma adjustments described in footnote (1) above and the sale by us of             shares of common stock in this offering at the assumed initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

(3)
Each $1.00 increase (decrease) in the assumed initial public offering price of $        per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents, working capital, total assets and total stockholders' equity by approximately $        , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1.0 million shares in the number of shares offered by us at the assumed initial public offering price would increase (decrease) each of cash, cash equivalents and short-term investments, working capital, total assets and total stockholders' equity by approximately $        , assuming the shares of our common stock offered by this prospectus are sold at the assumed initial public offering price of $        per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. The pro forma information discussed above is illustrative only and will be adjusted based on the actual initial public offering price, the number of shares we sell and other terms of this offering that will be determined at pricing.

(4)
We define working capital as current assets less current liabilities.

11


Table of Contents


RISK FACTORS

              Investing in our common stock involves a high degree of risk. These risks include, but are not limited to, those described below, each of which may be relevant to an investment decision. You should carefully consider the risks described below, together with all of the other information in this prospectus, including our financial statements and related notes, before investing in our common stock. The realization of any of these risks could have a significant adverse effect on our reputation, business, financial condition, results of operations and growth, and our ability to accomplish our strategic objectives. In that event, the trading price of our common stock could decline, and you may lose part or all of your investment.

Risks Related to Our Business

We have incurred significant operating losses since inception, we expect to incur operating losses in the future and we may not be able to achieve or sustain profitability. We have limited history operating as a commercial company.

              We have incurred net losses since our inception in 2007. For the years ended December 31, 2015, 2016 and 2017, we had net losses of $21.3 million, $18.5 million and $17.5 million, respectively. As of December 31, 2017, we had an accumulated deficit of $125.1 million. To date, we have financed our operations primarily through private placements of our convertible preferred stock, from sales of our Inspire system and amounts borrowed under our credit facility. We have devoted substantially all of our resources to research and development activities related to our Inspire system, including clinical and regulatory initiatives to obtain marketing approval, and sales and marketing activities.

              We first commercialized our Inspire system in certain European markets in 2011 and in the United States in 2014 and therefore do not have a long history operating as a commercial company. Since 2011, our revenue has been derived, and we expect it to continue to be derived, primarily from sales of our Inspire system. Because of its recent commercial introduction, our Inspire system has limited product and brand recognition. In addition, demand for our Inspire system may decline or may not increase as quickly as we expect. Our ability to generate revenue from sales of our Inspire system, or from any products we may develop in the future, may not be sufficient to enable us to transition to profitability and generate positive cash flows.

              Following this offering, we expect that our operating expenses will continue to increase as we continue to build our commercial infrastructure, develop, enhance and commercialize new products and incur additional operational costs associated with being a public company. As a result, we expect to continue to incur operating losses for the foreseeable future and may never achieve profitability. Furthermore, even if we do achieve profitability, we may not be able to sustain or increase profitability on an ongoing basis. If we do not achieve or sustain profitability, it will be more difficult for us to finance our business and accomplish our strategic objectives, either of which would have a material adverse effect on our business, financial condition and results of operations and cause the market price of our common stock to decline. In addition, failure of our Inspire system to significantly penetrate existing or new markets would negatively affect our business, financial condition and results of operations.

Our revenue is primarily generated from sales of our Inspire system and we are therefore highly dependent on it for our success.

              We began selling our Inspire system in 2011 in certain European countries and in 2014 in the United States. Sales of our Inspire system accounted for primarily all of our revenue for the years ended December 31, 2015, 2016 and 2017. We expect that sales of our Inspire system will continue to account for the substantial majority of our revenue going forward. Our ability to execute our growth strategy and become profitable will therefore depend upon the adoption by patients, physicians and sleep centers, among others, of our Inspire therapy to treat moderate to severe OSA in patients who

12


Table of Contents

are unable to use or get consistent benefit from CPAP and who are eligible for our Inspire therapy. Some physicians may have prior history with or a preference for other treatment options, such as positive airway pressure devices, surgical treatments or oral appliances, or may be reluctant to alter their practice patterns and undergo the training required to enable them to treat patients with our Inspire therapy. Patients may not adopt our Inspire therapy if, among other potential reasons, their airway anatomy would not allow for effective treatment with Inspire therapy, they are reluctant to receive an implantable device as opposed to an alternative, non-implantable treatment, they are worried about potential adverse effects of our Inspire system, such as infection, discomfort from the stimulation or tongue soreness or weakness, or they are unable to obtain adequate third-party coverage or reimbursement for our Inspire therapy.

              We cannot assure you that our Inspire therapy will achieve broad market acceptance among physicians and patients. Any failure of the Inspire system to satisfy physician or patient demand or to achieve meaningful market acceptance will harm our business and future prospects.

If patients or physicians are not willing to change current practices to adopt our Inspire therapy to treat moderate to severe OSA, our Inspire therapy may fail to gain increased market acceptance, and our business will be adversely affected.

              Our primary strategy to grow our revenue is to drive an increase in the adoption of our Inspire therapy to treat patients with moderate to severe OSA who are unable to use or get consistent benefit from CPAP and who are eligible for our Inspire therapy. While the number of physicians prescribing our Inspire therapy has increased in recent years, there is a significant group of physicians who have not yet adopted our Inspire therapy, and additional physicians may choose not to adopt our Inspire therapy for a number of reasons, including:

    lack of availability of adequate third-party payor coverage or reimbursement;

    lack of experience with our products and with upper airway neurostimulation as a treatment alternative;

    our inability to convince key opinion leaders to provide recommendations regarding our Inspire therapy, or to convince physicians, patients and healthcare payors that our Inspire therapy is an attractive alternative to other treatment options;

    perceived inadequacy of evidence supporting clinical benefits or cost-effectiveness of our Inspire therapy over existing alternatives;

    a perception among some physicians of patients' inability to tolerate the surgical procedure required to implant our Inspire system;

    liability risks generally associated with the use of new products and procedures; and

    the training required to use new products.

              We focus our sales, marketing and training efforts primarily on ENT physicians and sleep physicians. However, physicians from other disciplines, including cardiologists, pulmonologists, electrophysiologists and primary care physicians, as well as other medical professionals, such as dentists, nurse practitioners and physician assistants, are often the initial point of contact for patients with OSA. These physicians and other medical professionals commonly screen and treat patients with moderate to severe OSA, and are likely to prescribe more conventional second-line treatment methods for patients who are unable to use or get consistent benefit from CPAP. We believe that educating physicians in these disciplines and other medical professionals about the clinical merits and patient benefits of our Inspire therapy as a treatment for moderate to severe OSA is a key element of increasing the adoption of our Inspire therapy. If additional physicians or other medical professionals do not adopt, or existing

13


Table of Contents

physician customers cease prescribing our Inspire therapy for any reason, including those listed above, our ability to execute our growth strategy will be impaired, and our business may be adversely affected.

              In addition, patients may not be able to adopt or may choose not to adopt our Inspire therapy if, among other potential reasons, their airway anatomy would not allow for effective treatment with Inspire therapy, they are reluctant to receive an implantable device as opposed to an alternative, non-implantable treatment, they are worried about potential adverse effects of our Inspire system, such as infection, discomfort from the stimulation or tongue soreness or weakness, or they are unable to obtain adequate third-party coverage or reimbursement.

If we are unable to achieve and maintain adequate levels of coverage or reimbursement for our Inspire system, or any future products we may seek to commercialize, our commercial success may be severely hindered.

              We currently derive primarily all of our revenue from sales of our Inspire system and expect this to continue for the foreseeable future. The primary customers for our products are hospitals and ambulatory surgery centers, or ASCs. Our customers typically bill various third-party payors to cover all or a portion of the costs and fees associated with the procedures in which our products are used and bill patients for any deductibles or co-payments. Many third-party payors do not currently cover our products and the related procedures because they have determined that our products and the related procedures are experimental or investigational. When our products and the related procedures are reimbursed, they are reimbursed primarily on a per-patient prior authorization basis for patients covered by commercial insurers, on a medical necessity basis for most patients covered by Medicare and under U.S. government contract for patients who are treated by the Veterans Health Administration. Customers that perform the procedure may be subject to reimbursement claim denials upon submission of the claim. Customers may also be subject to recovery of overpayments if a payor makes payment for the claim and subsequently determines that the payor's coding, billing or coverage policies were not followed. Our customers typically must directly bill patients enrolled with these third-party payors for the costs and fees associated with the procedures in which our products are used. Because there is often no separate reimbursement for supplies used in surgical procedures, the additional cost associated with the use of our products can affect the profit margin of the hospital or surgery center where the procedure is performed. Some of our target customers may be unwilling to adopt our products in light of the additional associated cost. Further, any decline in the amount payors are willing to reimburse our customers could make it difficult for existing customers to continue using or to adopt our products and could create additional pricing pressure for us. If we are forced to lower the price we charge for our products, our gross margins will decrease, which could have a material adverse effect on our business, financial condition and results of operations and impair our ability to grow our business.

              Third-party payors, whether foreign or domestic, or governmental or commercial, are developing increasingly sophisticated methods of controlling healthcare costs. In addition, no uniform policy of coverage and reimbursement for procedures using our products exists among third-party payors. Therefore, coverage and reimbursement for procedures using our products can differ significantly from payor to payor. Payors continually review new and existing technologies for possible coverage and can, without notice, deny or reverse coverage for new or existing products and procedures. There can be no assurance that third-party payor policies will provide coverage for procedures in which our products are used. If we are not successful in reversing existing non-coverage policies, or if third-party payors that currently cover or reimburse our products and related procedures reverse or limit their coverage in the future, or if other third-party payors issue similar policies, this could have a material adverse effect on our business.

              Further, we believe that future coverage and reimbursement may be subject to increased restrictions, such as additional prior authorization requirements, both in the United States and in

14


Table of Contents

international markets. Third-party coverage and reimbursement for procedures using our products or any of our products in development for which we may receive regulatory approval may not be available or adequate in either the United States or international markets, which could have an adverse effect on our business, financial condition and results of operations and impair our ability to grow our business.

Third-party payors and physicians who do not cover or use our Inspire system may require additional clinical data prior to adopting or maintaining coverage of our Inspire system.

              Our success depends on physician and third-party payor acceptance of our Inspire therapy as an effective treatment option for patients with moderate to severe OSA. If physicians or payors do not find our body of published clinical evidence and data compelling or wish to wait for additional studies, they may choose not to use or provide coverage and reimbursement for our products. Currently, there are a number of large third-party payors that have determined upper airway neurostimulation to be experimental or investigational and therefore do not cover it at this time.

              In addition, the long-term effects of upper airway neurostimulation with our Inspire system beyond five years are not yet known. Certain physicians, hospitals, ASCs and payors may prefer to see longer-term safety and efficacy data than we have produced. We cannot provide assurance that any data that we or others may generate in the future will be consistent with that observed in our existing clinical studies.

The training required for physicians to use our Inspire system could reduce the market acceptance of our products.

              As with any new method or technique, physicians must undergo a thorough training program before they are qualified to perform the surgery to implant our Inspire system. Physicians could experience difficulty with the technique necessary to successfully insert the device and may not achieve the technical competency necessary to complete the training program. Even after successfully completing the training program, physicians could still experience difficulty implanting our Inspire system and, as a result, limit its use significantly in their practice or cease utilizing it altogether.

              In addition, we may experience difficulty growing the number of physicians who complete our training program if patient demand is low, if the length of time necessary to train each physician is longer than expected, if the capacity of our sales representatives to train physicians is less than expected or if we are unable to sufficiently grow our sales organization. All of these events would lead to fewer trained physicians qualified to implant our Inspire system, which could negatively affect our business, financial condition and results of operations and impair our ability to grow our business.

We currently compete and will in the future continue to compete against other companies, some of which have longer operating histories, more established products or greater resources than we do, which may prevent us from achieving increased market penetration and improved operating results.

              The medical technology industry is highly competitive, subject to change and significantly affected by new product introductions and other activities of industry participants. Our competitors have historically dedicated and will continue to dedicate significant resources to promoting their products or developing new products or methods to treat moderate to severe OSA. We consider our primary competition to be other neurostimulation technologies designed to treat OSA. Though we are currently the only such technology approved for commercialization in the United States by the FDA, we currently compete outside the United States with ImThera (now a part of LivaNova), which produces an open-loop neurostimulation device, and are aware that it is currently conducting clinical trials of its device in the United States. We also believe other emerging businesses are in the early stages of developing neurostimulation devices designed to treat OSA. In addition, we also compete, both within and outside of the United States, with invasive surgical treatment options such as UPPP

15


Table of Contents

and MMA and, to a lesser extent, oral appliances, which are primarily used in the treatment of mild to moderate OSA.

              In addition, our Inspire therapy is approved for use as a second-line therapy in the treatment of moderate to severe OSA in patients who cannot use or obtain consistent benefit from CPAP. If one or more CPAP device manufacturers successfully develop a CPAP device that is more effective, better tolerated or otherwise results in better compliance by patients, or if improvements in other second-line therapies make them more effective, cost effective, easier to use or otherwise more attractive than our Inspire therapy, sales of our Inspire system could be significantly and adversely affected, which could have a material adverse effect on our business, financial condition and results of operations. In addition, if other companies are successful in developing neurostimulation devices that are approved for a broader range of indications than our Inspire system, we will be at a further competitive disadvantage, which could also affect our business, financial condition and results of operations.

              Many of the companies against which we compete may have competitive advantages with respect to primary competitive factors in the OSA treatment market, including:

    greater company, product and brand recognition;

    superior product safety, reliability and durability;

    better quality and larger volume of clinical data;

    more effective marketing to and education of patients, physicians and sleep centers;

    greater product ease of use and patient comfort;

    more sales force experience and greater market access;

    better product support and service;

    more advanced technological innovation, product enhancements and speed of innovation;

    more effective pricing and revenue strategies;

    lower procedure costs to patients;

    more effective reimbursement teams and strategies;

    dedicated practice development; and

    more effective clinical training teams.

              Most of the other OSA treatments against which we compete have a greater penetration into the OSA treatment market. Oral appliances and other surgical treatments are better known to ENT physicians, sleep centers and the other physicians on whom we rely for referrals.

              We also compete with other medical technology companies to recruit and retain qualified sales, training and other personnel, including members of our in-house prior authorization team.

              In addition, though there are currently no pharmacologic therapies approved to treat OSA, we may in the future face competition from pharmaceutical companies that develop such therapies. We also expect to experience increased competition in the future as other companies develop and commercialize competing neurostimulation devices. Any of these companies may also have the competitive advantages described above.

16


Table of Contents

Our long-term growth depends on our ability to enhance our Inspire system, expand our indications and develop and commercialize additional products.

              It is important to our business that we continue to enhance our Inspire system and develop and introduce new products. Developing products is expensive and time-consuming and could divert management's attention away from our core business. The success of any new product offering or product enhancements to our Inspire system will depend on several factors, including our ability to:

    properly identify and anticipate physician and patient needs;

    develop and introduce new products and product enhancements in a timely manner;

    avoid infringing upon the intellectual property rights of third-parties;

    demonstrate, if required, the safety and efficacy of new products with data from preclinical studies and clinical trials;

    obtain the necessary regulatory clearances or approvals for expanded indications, new products or product modifications;

    be fully FDA-compliant with marketing of new devices or modified products;

    provide adequate training to potential users of our products;

    receive adequate coverage and reimbursement for procedures performed with our products; and

    develop an effective and dedicated sales and marketing team.

              If we are not successful in expanding our indications and developing and commercializing new products and product enhancements, our ability to increase our revenue may be impaired, which could have a material adverse effect on our business, financial condition and results of operations.

Our financial results may fluctuate significantly and may not fully reflect the underlying performance of our business.

              Our quarterly and annual results of operations may vary significantly in the future, and period-to-period comparisons of our operating results may not be meaningful. Accordingly, the results of any one quarter or period should not be relied upon as an indication of future performance. Our quarterly and annual financial results may fluctuate as a result of a variety of factors, many of which are outside our control and, as a result, may not fully reflect the underlying performance of our business. One such factor includes seasonal variations in our sales. We have experienced and may in the future experience higher sales in the fourth quarter as a result of patients having paid their annual insurance deductibles in full, thereby reducing their out-of-pocket costs. In the first quarter of each year in Europe, we have experienced and may in the future experience reduced demand for our Inspire therapy as Neue Untersuchungs- und Behandlungsmethoden, or NUB, coverage status is being determined and as hospitals are establishing their budgets pertaining to allocation of funds to purchase our Inspire therapy.

              Other factors that may cause fluctuations in our quarterly and annual results include:

    patient and physician adoption of our Inspire therapy;

    changes in coverage policies by third-party payors that affect the reimbursement of procedures using our products;

    timing of new product offerings, acquisitions, licenses or other significant events by us or our competitors;

17


Table of Contents

    unanticipated pricing pressure;

    the hiring, retention and continued productivity of our sales representatives;

    our ability to expand the geographic reach of our sales and marketing efforts;

    our ability to obtain regulatory clearance or approval for any products in development or for our current products for additional indications or in additional countries outside the United States;

    results of clinical research and trials on our existing products and products in development;

    delays in receipt of anticipated purchase orders;

    delays in, or failure of, component and raw material deliveries by our suppliers; and

    positive or negative coverage in the media or clinical publications of our products or products of our competitors or our industry.

              Because our quarterly and annual results may fluctuate, period-to-period comparisons may not be the best indication of the underlying results of our business and should only be relied upon as one factor in determining how our business is performing. These fluctuations may also increase the likelihood that we will not meet our forecasted performance, which could negatively affect the market price for our common stock.

Our results of operations could be materially harmed if we are unable to accurately forecast customer demand for our Inspire system and manage our inventory.

              To ensure adequate inventory supply, we must forecast inventory needs and place orders with our suppliers based on our estimates of future demand for our Inspire system. Our ability to accurately forecast demand for our Inspire system could be negatively affected by many factors, including our failure to accurately manage our expansion strategy, product introductions by competitors, an increase or decrease in customer demand for our Inspire system or for products of our competitors, our failure to accurately forecast customer acceptance of new products, unanticipated changes in general market conditions or regulatory matters and weakening of economic conditions or consumer confidence in future economic conditions. Inventory levels in excess of customer demand may result in inventory write-downs or write-offs, which would cause our gross margin to be adversely affected and could impair the strength of our brand. Conversely, if we underestimate customer demand for our Inspire system, our third-party contract manufacturers may not be able to deliver products to meet our requirements, and this could result in damage to our reputation and customer relationships. In addition, if we experience a significant increase in demand, additional supplies of raw materials or additional manufacturing capacity may not be available when required on terms that are acceptable to us, or at all, or suppliers or our third-party manufacturers may not be able to allocate sufficient capacity in order to meet our increased requirements, which could have an adverse effect on our ability to meet customer demand for our Inspire system and our results of operations.

              We seek to maintain sufficient levels of inventory in order to protect ourselves from supply interruptions. As a result, we are subject to the risk that a portion of our inventory will become obsolete or expire, which could have a material adverse effect on our earnings and cash flows due to the resulting costs associated with the inventory impairment charges and costs required to replace such inventory.

18


Table of Contents

We rely on a limited number of third-party suppliers and contract manufacturers for the manufacture and assembly of our products, and a loss or degradation in performance of these suppliers and contract manufacturers could have a material adverse effect on our business, financial condition and results of operations.

              We rely on third-party suppliers and contract manufacturers for the raw materials and components used in our Inspire system and to manufacture and assemble our products. The suppliers that provide certain materials and components, including Integer and Cirtec, are sole suppliers. These sole suppliers, and any of our other suppliers or our third-party contract manufacturers, may be unwilling or unable to supply the necessary materials and components or manufacture and assemble our products reliably and at the levels we anticipate or that are required by the market. Our ability to supply our products commercially and to develop any future products depends, in part, on our ability to obtain these materials, components and products in accordance with regulatory requirements and in sufficient quantities for commercialization and clinical testing. While our suppliers and contract manufacturers have generally met our demand for their products and services on a timely basis in the past, we cannot guarantee that they will in the future be able to meet our demand for their products, either because of acts of nature, the nature of our agreements with those manufacturers or our relative importance to them as a customer, and our manufacturers may decide in the future to discontinue or reduce the level of business they conduct with us. If we are required to change contract manufacturers due to any change in or termination of our relationships with these third parties, or if our manufacturers are unable to obtain the materials they need to produce our products at consistent prices or at all, we may lose sales, experience manufacturing or other delays, incur increased costs or otherwise experience impairment to our customer relationships. We cannot guarantee that we will be able to establish alternative relationships on similar terms, without delay or at all.

              While we believe replacement suppliers and manufacturers exist for all materials, components and services necessary to manufacture our Inspire system, establishing additional or replacement suppliers for any of these materials, components or services, if required, could be time-consuming and expensive, may result in interruptions in our operations and product delivery, may affect the performance specifications of our Inspire system or could require that we modify its design. Even if we are able to find replacement suppliers or third-party contract manufacturers, we will be required to verify that the new supplier or third-party manufacturer maintains facilities, procedures and operations that comply with our quality expectations and applicable regulatory requirements. Furthermore, our contract manufacturers could require us to move to another one of their production facilities or use alternative materials or components. Any of these events could require that we obtain a new regulatory authority approval before we implement the change, which could result in further delay and which may not be obtained at all. While we seek to maintain sufficient levels of inventory as discussed above, those inventories may not fully protect us from supply interruptions.

              If our third-party suppliers fail to deliver the required commercial quantities of materials on a timely basis and at commercially reasonable prices, and we are unable to find one or more replacement suppliers capable of production at a substantially equivalent cost in substantially equivalent volumes and quality on a timely basis, the continued commercialization of our Inspire system, the supply of our products to customers and the development of any future products will be delayed, limited or prevented, which could have material adverse effect on our business, financial condition and results of operations.

Performance issues, service interruptions or price increases by our shipping carriers could adversely affect our business and harm our reputation and ability to provide our services on a timely basis.

              Expedited, reliable shipping is essential to our operations. We rely heavily on providers of transport services for reliable and secure point-to-point transport of our Inspire system to our customers and for tracking of these shipments. Should a carrier encounter delivery performance issues

19


Table of Contents

such as loss, damage or destruction of any systems, it would be costly to replace such systems in a timely manner and such occurrences may damage our reputation and lead to decreased demand for our Inspire system and increased cost and expense to our business. In addition, any significant increase in shipping rates could adversely affect our operating margins and results of operations. Similarly, strikes, severe weather, natural disasters or other service interruptions affecting delivery services we use would adversely affect our ability to process orders for our Inspire system on a timely basis.

Consolidation in the healthcare industry or group purchasing organizations could lead to demands for price concessions, which may affect our ability to sell our products at prices necessary to support our current business strategies.

              Healthcare costs have risen significantly over the past decade, which has resulted in or led to numerous cost reform initiatives by legislators, regulators and third-party payors. Cost reform has triggered a consolidation trend in the healthcare industry to aggregate purchasing power, which may create more requests for pricing concessions in the future. Additionally, group purchasing organizations, independent delivery networks and large single accounts may continue to use their market power to consolidate purchasing decisions for hospitals and ASCs. We expect that market demand, government regulation, third-party coverage and reimbursement policies and societal pressures will continue to change the healthcare industry worldwide, resulting in further business consolidations and alliances among our customers, which may exert further downward pressure on the prices of our products.

We have limited experience marketing and selling our Inspire system, and if we are unable to expand, manage and maintain our direct sales and marketing organization we may not be able to generate revenue growth.

              We began selling our Inspire system in certain European markets in 2011, and in the United States in 2014. As a result, we have limited experience marketing and selling our Inspire system. We currently sell our Inspire system through a direct sales force that targets ENT physicians and sleep centers in the United States and Europe, and also utilize various direct-to-patient marketing initiatives, including paid search, radio, social media and online videos. As of December 31, 2017, our direct sales and marketing organization, including reimbursement personnel, consisted of 72 employees, having increased from 40 employees as of December 31, 2015. Our operating results are directly dependent upon the efforts of these employees. If our direct sales force fails to adequately promote, market and sell our Inspire system and obtain reimbursement for it, our revenue may be adversely affected.

              In order to generate future revenue growth, we plan to expand the size and geographic scope of our direct sales organization. This growth may require us to split or adjust existing sales territories, which may adversely affect our ability to retain customers in those territories. Additionally, our future success will depend largely on our ability to continue to hire, train, retain and motivate skilled sales and reimbursement personnel with significant industry experience and technical knowledge of implantable devices and related products. Because the competition for their services is high, we cannot assure you we will be able to hire and retain additional personnel on favorable or commercially reasonable terms, if at all. Failure to hire or retain qualified sales and reimbursement personnel would prevent us from expanding our business and generating revenue. If we are unable to expand our sales and marketing capabilities, we may not be able to effectively commercialize our Inspire system, which could have an adverse effect on our business, financial condition and results of operations.

To successfully market and sell our Inspire system in markets outside of the United States, we must address many international business risks with which we have limited experience.

              Sales in markets outside of the United States accounted for approximately 16.1% of our revenue for the year ended December 31, 2016 and 15.0% of our revenue for the year ended December 31, 2017. Our strategy is to increase our international presence in Europe, including Germany and the Netherlands, as well as other international markets, such as Japan, which may further

20


Table of Contents

increase our revenue from markets outside the United States. International sales are subject to a number of risks, including:

    difficulties in staffing and managing our international operations;

    increased competition as a result of more products and procedures receiving regulatory approval or otherwise free to market in international markets;

    longer accounts receivable payment cycles and difficulties in collecting accounts receivable;

    reduced or varied protection for intellectual property rights in some countries;

    export restrictions, trade regulations, and foreign tax laws;

    fluctuations in currency exchange rates;

    foreign certification and regulatory clearance or approval requirements;

    difficulties in developing effective marketing campaigns in unfamiliar foreign countries;

    customs clearance and shipping delays;

    political, social, and economic instability abroad, terrorist attacks, and security concerns in general;

    preference for locally produced products;

    potentially adverse tax consequences, including the complexities of foreign value-added tax systems, tax inefficiencies related to our corporate structure, and restrictions on the repatriation of earnings;

    the burdens of complying with a wide variety of foreign laws and different legal standards; and

    increased financial accounting and reporting burdens and complexities.

If one or more of these risks are realized, our business, financial condition and results of operations could be adversely affected.

We rely on our own direct sales force for our Inspire system, which may result in higher fixed costs than our competitors and may slow our ability to reduce costs in the face of a sudden decline in demand for our products.

              We rely on our own direct sales force, which currently consists of 30 representatives in the United States and six representatives in Europe, to market and sell our Inspire system. Some of our competitors rely predominantly on independent sales agents and third party distributors. A direct sales force may subject us to higher fixed costs than those of companies that market competing products through independent third parties, due to the costs that we will bear associated with employee benefits, training and managing sales personnel. As a result, we could be at a competitive disadvantage. Additionally, these fixed costs may slow our ability to reduce costs in the face of a sudden decline in demand for our Inspire system, which could have a material adverse effect on our business, financial condition and results of operations.

We may be unable to manage our growth effectively.

              Our past growth has provided, and our future growth may create, challenges for our organization. From December 31, 2015 to December 31, 2017, the number of our employees increased from 66 to 109. In the future, we expect to hire and train new personnel as we continue to grow and expand our operations. As a public company, we will need to support managerial, operational, financial and other resources. This growth may place significant strain on us. Successful growth is also dependent upon our ability to implement appropriate financial and management controls and systems and procedures. If we fail to manage these challenges effectively, there may be an adverse effect on our business, financial condition and results of operations.

21


Table of Contents

Our ability to maintain our competitive position depends on our ability to attract and retain senior management and other highly qualified personnel.

              Our success depends in part on our continued ability to attract, retain and motivate highly qualified management, clinical and other personnel. We are highly dependent upon our management team, particularly our Chief Executive Officer and President and the rest of our senior management, and other key personnel. Although we have entered into employment letter agreements with all of our executive officers, each of them may terminate their employment with us at any time. The replacement of any of our key personnel likely would involve significant time and costs and may significantly delay or prevent the achievement of our business objectives and could therefore have an adverse effect on our business. In addition, we do not carry any "key person" insurance policies that could offset potential loss of service under applicable circumstances.

              Many of our employees have become or will soon become vested in a substantial amount of our common stock or a number of common stock options. Our employees may be more likely to leave us if the shares they own have significantly appreciated in value relative to the original purchase prices of the shares, or if the exercise prices of the options that they hold are significantly below the market price of our common stock, particularly after the expiration of the lock-up agreements described herein. Our future success also depends on our ability to continue to attract and retain additional executive officers and other key employees.

We face the risk of product liability claims that could be expensive, divert management's attention and harm our reputation and business. We may not be able to maintain adequate product liability insurance.

              Our business exposes us to the risk of product liability claims that are inherent in the testing, manufacturing and marketing of medical devices. This risk exists even if a device is cleared or approved for commercial sale by the FDA and manufactured in facilities licensed and regulated by the FDA or an applicable foreign regulatory authority. Our Inspire system is designed to affect, and any future products will be designed to affect, important bodily functions and processes. Any side effects, manufacturing defects, misuse or abuse associated with our Inspire system could result in patient injury or death. The medical device industry has historically been subject to extensive litigation over product liability claims, and we cannot offer any assurance that we will not face product liability suits. We may be subject to product liability claims if our Inspire system causes, or merely appears to have caused, patient injury or death. In addition, an injury that is caused by the activities of our suppliers, such as those who provide us with components and raw materials, may be the basis for a claim against us. Product liability claims may be brought against us by patients, healthcare providers or others selling or otherwise coming into contact with our Inspire system, among others. If we cannot successfully defend ourselves against product liability claims, we will incur substantial liabilities and reputational harm. In addition, regardless of merit or eventual outcome, product liability claims may result in:

    costs of litigation;

    distraction of management's attention from our primary business;

    the inability to commercialize our Inspire system or new products;

    decreased demand for our Inspire system;

    damage to our business reputation;

    product recalls or withdrawals from the market;

    withdrawal of clinical trial participants;

    substantial monetary awards to patients or other claimants; or

    loss of sales.

22


Table of Contents

              While we may attempt to manage our product liability exposure by proactively recalling or withdrawing from the market any defective products, any recall or market withdrawal of our products may delay the supply of those products to our customers and may impact our reputation. We can provide no assurance that we will be successful in initiating appropriate market recall or market withdrawal efforts that may be required in the future or that these efforts will have the intended effect of preventing product malfunctions and the accompanying product liability that may result. Such recalls and withdrawals may also be used by our competitors to harm our reputation for safety or be perceived by patients as a safety risk when considering the use of our products, either of which could have a material adverse effect on our business, financial condition and results of operations.

              Although we have product liability and clinical study liability insurance that we believe is appropriate, this insurance is subject to deductibles and coverage limitations. Our current product liability insurance may not continue to be available to us on acceptable terms, if at all, and, if available, coverage may not be adequate to protect us against any future product liability claims. If we are unable to obtain insurance at an acceptable cost or on acceptable terms or otherwise protect against potential product liability claims, we could be exposed to significant liabilities. A product liability claim, recall or other claim with respect to uninsured liabilities or for amounts in excess of insured liabilities could have a material adverse effect on our business, financial condition and results of operations.

If the quality of our Inspire system does not meet the expectations of physicians or patients, then our brand and reputation or our business could be adversely affected.

              In the course of conducting our business, we must adequately address quality issues that may arise with our Inspire system, including defects in third-party components included in our Inspire system. Although we have established internal procedures designed to minimize risks that may arise from quality issues, there can be no assurance that we will be able to eliminate or mitigate occurrences of these issues and associated liabilities. In addition, even in the absence of quality issues, we may be subject to claims and liability if the performance of our Inspire system does not live up to the expectations of physicians or patients as a result of the patient's use of the product. For example, battery life will vary based on usage and therapy settings. Based on STAR trial therapy settings at the 12-month endpoint, the battery in our current generation neurostimulator is generally expected to last for approximately 11 years, but it may not last that long if a patient's use of the device or chosen level of stimulation is greater than expected. The minimum estimated longevity based on STAR trial results is seven years. If the quality of our Inspire system does not meet the expectations of physicians or patients, then our brand and reputation with those physicians or patients, or our business, financial condition and results of operations, could be adversely affected.

If we choose to acquire new and complementary businesses, products or technologies, we may be unable to complete these acquisitions or to successfully integrate them in a cost-effective and non-disruptive manner.

              Our success depends, in part, on our ability to continually enhance and broaden our product offerings in response to changing customer demands, competitive pressures and advances in technologies. Accordingly, although we have no current commitments with respect to any acquisition or investment, we may in the future pursue the acquisition of, or joint ventures relating to, complementary businesses, products or technologies instead of developing them ourselves. We do not know if we will be able to successfully complete any future acquisitions or joint ventures, or whether we will be able to successfully integrate any acquired business, product or technology or retain any key employees related thereto. Integrating any business, product or technology we acquire could be expensive and time-consuming, disrupt our ongoing business and distract our management. If we are unable to integrate any acquired businesses, products or technologies effectively, our business will be adversely affected. In addition, any amortization or charges resulting from the costs of acquisitions could increase our expenses.

23


Table of Contents

Unfavorable global economic conditions could adversely affect our business, financial condition or results of operations.

              Our results of operations could be adversely affected by general conditions in the global economy and in the global financial markets. The global financial crisis caused extreme volatility and disruptions in the capital and credit markets. A severe or prolonged economic downturn, such as the global financial crisis, could result in a variety of risks to our business, including weakened demand for our Inspire system, and our ability to raise additional capital when needed on acceptable terms, if at all. A weak or declining economy could also strain our manufacturers or suppliers, possibly resulting in supply disruption, or cause our customers to delay making payments for our services. Any of the foregoing could harm our business and we cannot anticipate all of the ways in which the economic climate and financial market conditions could adversely affect our business.

Failure of a key information technology system, process or site could have an adverse effect on our business.

              We rely extensively on information technology systems to conduct our business. These systems affect, among other things, ordering and managing materials from suppliers, shipping products to customers, processing transactions, summarizing and reporting results of operations, complying with regulatory, legal or tax requirements, data security and other processes necessary to manage our business. If our systems are damaged or cease to function properly due to any number of causes, ranging from catastrophic events to power outages to security breaches, and our business continuity plans do not effectively compensate on a timely basis, we may experience interruptions in our operations, which could have an adverse effect on our business. Furthermore, any breach in our IT systems could lead to the unauthorized access, disclosure and use of non-public information, including information from our ADHERE patient registry or other patient information, which is protected by HIPAA and other laws. Any such access, disclosure, or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and damage to our reputation.

              In addition, we accept payments for many of our sales through credit and debit card transactions, which are handled through a third-party payment processor. As a result, we are subject to a number of risks related to credit and debit card payments. As a result of these transactions, we pay interchange and other fees, which may increase over time and could require us to either increase the prices we charge for our Inspire system or experience an increase in our costs and expenses. In addition, as part of the payment processing process, we transmit our customers' credit and debit card information to our third-party payment processor. We may in the future become subject to lawsuits or other proceedings for purportedly fraudulent transactions arising out of the actual or alleged theft of our customers' credit or debit card information if the security of our third-party credit card payment processor is breached. We and our third-party credit card payment processor are also subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. If we or our third-party credit card payment processor fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to accept credit and debit card payments from our customers, and there may be an adverse effect on our business.

If our facilities are damaged or become inoperable, we will be unable to continue to research, develop and supply our Inspire system and, as a result, there will be an adverse effect on our business until we are able to secure a new facility and rebuild our inventory.

              We do not have redundant facilities. We perform substantially all of our research and development and back office activity and maintain all our finished goods inventory in a single location in Maple Grove, Minnesota. Our facility, equipment and inventory would be costly to replace and could

24


Table of Contents

require substantial lead time to repair or replace. The facility may be harmed or rendered inoperable by natural or man-made disasters, including, but not limited to, tornadoes, flooding, fire and power outages, which may render it difficult or impossible for us to perform our research, development and commercialization activities for some period of time. The inability to perform those activities, combined with the time it may take to rebuild our inventory of finished product, may result in the loss of customers or harm to our reputation. Although we possess insurance for damage to our property and the disruption of our business, this insurance may not be sufficient to cover all of our potential losses and this insurance may not continue to be available to us on acceptable terms, or at all.

We are subject to anti-bribery, anti-corruption, and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act, as well as export control laws, customs laws, sanctions laws and other laws governing our operations. If we fail to comply with these laws, we could be subject to civil or criminal penalties, other remedial measures and legal expenses, which could adversely affect our business, results of operations and financial condition.

              As we grow our international presence and global operations, we will be increasingly exposed to trade and economic sanctions and other restrictions imposed by the United States, the European Union and other governments and organizations. The U.S. Departments of Justice, Commerce, State and Treasury and other federal agencies and authorities have a broad range of civil and criminal penalties they may seek to impose against corporations and individuals for violations of economic sanctions laws, export control laws, the U.S. Foreign Corrupt Practices Act, or the FCPA, and other federal statutes and regulations, including those established by the Office of Foreign Assets Control, or OFAC. In addition, the U.K. Bribery Act of 2010, or the Bribery Act, prohibits both domestic and international bribery, as well as bribery across both private and public sectors. An organization that "fails to prevent bribery" by anyone associated with the organization can be charged under the Bribery Act unless the organization can establish the defense of having implemented "adequate procedures" to prevent bribery. Under these laws and regulations, as well as other anti-corruption laws, anti-money laundering laws, export control laws, customs laws, sanctions laws and other laws governing our operations, various government agencies may require export licenses, may seek to impose modifications to business practices, including cessation of business activities in sanctioned countries or with sanctioned persons or entities and modifications to compliance programs, which may increase compliance costs, and may subject us to fines, penalties and other sanctions. A violation of these laws or regulations would negatively affect our business, financial condition and results of operations.

              We are in the process of implementing policies and procedures designed to ensure compliance by us and our directors, officers, employees, representatives, consultants and agents with the FCPA, OFAC restrictions, the Bribery Act and other export control, anti-corruption, anti-money-laundering and anti-terrorism laws and regulations. We cannot assure you, however, that our policies and procedures are or will be sufficient or that directors, officers, employees, representatives, consultants and agents have not engaged and will not engage in conduct for which we may be held responsible, nor can we assure you that our business partners have not engaged and will not engage in conduct that could materially affect their ability to perform their contractual obligations to us or even result in our being held liable for such conduct. Violations of the FCPA, OFAC restrictions, the Bribery Act or other export control, anti-corruption, anti-money laundering and anti-terrorism laws or regulations may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could have a material adverse effect on our business, financial condition and results of operations.

25


Table of Contents

Our indebtedness may limit our flexibility in operating our business and adversely affect our financial health and competitive position.

              As of December 31, 2017, we had $16.5 million of indebtedness outstanding under our credit facility with Oxford Finance LLC, or Oxford Finance. On February 7, 2018, we borrowed an additional $8.0 million under the credit facility.

              In order to service this indebtedness and any additional indebtedness we may incur in the future, we need to generate cash from our operating activities. Our ability to generate cash is subject, in part, to our ability to successfully execute our business strategy, as well as general economic, financial, competitive, regulatory and other factors beyond our control. We cannot assure you that our business will be able to generate sufficient cash flow from operations or that future borrowings or other financings will be available to us in an amount sufficient to enable us to service our indebtedness and fund our other liquidity needs. To the extent we are required to use cash from operations or the proceeds of any future financing to service our indebtedness instead of funding working capital, capital expenditures or other general corporate purposes, we will be less able to plan for, or react to, changes in our business, industry and in the economy generally. This will place us at a competitive disadvantage compared to our competitors that have less indebtedness.

              In addition, the agreement governing the credit facility contains, and any agreements evidencing or governing other future indebtedness may contain, certain covenants that limit our ability to engage in certain transactions that may be in our long-term best interests. Subject to certain limited exceptions, these covenants limit our ability to, among other things:

    convey, sell, lease, transfer, assign, dispose of or otherwise make cash payments consisting of all or any part of our business or property;

    effect certain changes in our business, management, ownership or business locations;

    merge or consolidate with, or acquire all or substantially all of the capital stock or assets of, any other company;

    create, incur, assume or be liable for any additional indebtedness, or create, incur, allow or permit to exist any additional liens;

    pay cash dividends on, make any other distributions in respect of, or redeem, retire or repurchase, any shares of our capital stock;

    make certain investments; and

    enter into transactions with our affiliates.

              While we have not previously breached and are not currently in breach of these or any of the other covenants contained in our credit agreement, there can be no guarantee that we will not breach these covenants in the future. Our ability to comply with these covenants may be affected by events and factors beyond our control. In the event that we breach one or more covenants, our lender may choose to declare an event of default and require that we immediately repay all amounts outstanding, terminate any commitment to extend further credit and foreclose on the collateral granted to it to collateralize such indebtedness. The occurrence of any of these events could have a material adverse effect on our business, financial condition and results of operations.

We bear the risk of warranty claims on our Inspire system.

              We bear the risk of warranty claims on our Inspire system. We may not be successful in claiming recovery under any warranty or indemnity provided to us by our suppliers or vendors in the event of a successful warranty claim against us by a customer or that any recovery from such vendor or supplier would be adequate. In addition, warranty claims brought by our customers related to third-

26


Table of Contents

party components may arise after our ability to bring corresponding warranty claims against such suppliers expires, which could result in costs to us.

We may need substantial additional funding beyond the proceeds of this offering and may be unable to raise capital when needed, which could force us to delay or reduce our commercialization efforts or product development programs.

              We believe that the net proceeds from this offering, together with our existing cash, cash equivalents, short-term investments and revenue will be sufficient to meet our capital requirements and fund our operations for at least 12 months. However, we have based these estimates on assumptions that may prove to be incorrect, and we could spend our available financial resources much faster than we currently expect. Any future funding requirements will depend on many factors, including:

    patient, physician and market acceptance of our Inspire therapy;

    the scope, rate of progress and cost of our current or future clinical studies;

    the cost of our research and development activities;

    the cost of filing and prosecuting patent applications and defending and enforcing our patent or other intellectual property rights;

    the cost of defending, in litigation or otherwise, any claims that we infringe third-party patents or other intellectual property rights;

    the cost and timing of additional regulatory clearances or approvals;

    the cost and timing of establishing additional sales and marketing capabilities;

    costs associated with any product recall that may occur;

    the effect of competing technological and market developments;

    the extent to which we acquire or invest in products, technologies and businesses, although we currently have no commitments or agreements relating to any of these types of transactions; and

    the costs of operating as a public company.

              Any additional equity or debt financing that we raise may contain terms that are not favorable to us or our stockholders. If we raise additional funds by selling additional shares of our common stock or other securities convertible into or exercisable or exchangeable for shares of our common stock after this offering (including through the exercise by the underwriters of their option to purchase additional shares of our common stock), the issuance of such securities will result in dilution to our stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible into or exercisable or exchangeable for shares of our common stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. Furthermore, investors purchasing any securities we may issue in the future may have rights superior to your rights as a holder of our common stock.

              In addition, any future debt financing into which we enter may impose upon us covenants that restrict our operations, including limitations on our ability to incur liens or additional debt, pay dividends, repurchase our common stock, make certain investments and engage in certain merger, consolidation or asset sale transactions. If we raise additional funds through collaboration and licensing arrangements with third-parties, it may be necessary to relinquish some rights to our technologies or our products, or grant licenses on terms that are not favorable to us.

27


Table of Contents

              Furthermore, we cannot be certain that additional funding will be available on acceptable terms, if at all. If we do not have, or are not able to obtain, sufficient funds, we may have to delay development or commercialization of our products or license to third-parties the rights to commercialize products or technologies that we would otherwise seek to commercialize. We also may have to reduce marketing, customer support or other resources devoted to our products or cease operations. Any of these factors could harm our business, financial condition and results of operations.

Our ability to use our net operating losses and research and development credit carryforwards to offset future taxable income may be subject to certain limitations.

              In general, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, or the Code, a corporation that undergoes an "ownership change," generally defined as a greater than 50% change by value in its equity ownership over a three-year period, is subject to limitations on its ability to utilize its pre-change net operating losses, or NOLs, and its research and development credit carryforwards to offset future taxable income. Our existing NOLs and research and development credit carryforwards may be subject to limitations arising from previous ownership changes, and if we undergo an ownership change, our ability to utilize NOLs and research and development credit carryforwards could be further limited by Sections 382 and 383 of the Code. In addition, our ability to deduct net interest expense may be limited if we have insufficient taxable income for the year during which the interest is incurred, and any carryovers of such disallowed interest would be subject to the limitation rules similar to those applicable to NOLs and other attributes. Future changes in our stock ownership, some of which might be beyond our control, could result in an ownership change under Section 382 of the Code. For these reasons, in the event we experience a change of control, we may not be able to utilize a material portion of the NOLs, research and development credit carryforwards or disallowed interest expense carryovers, even if we attain profitability.

Risks Related to Government Regulation

Our products and operations are subject to extensive government regulation and oversight both in the United States and abroad, and our failure to comply with applicable requirements could harm our business.

              We and our products are subject to extensive regulation in the United States and elsewhere, including by the FDA and its foreign counterparts. The FDA and foreign regulatory agencies regulate, among other things, with respect to medical devices: design, development and manufacturing; testing, labeling, content and language of instructions for use and storage; clinical trials; product safety; establishment registration and device listing; marketing, sales and distribution; pre-market clearance and approval; record keeping procedures; advertising and promotion; recalls and field safety corrective actions; post-market surveillance, including reporting of deaths or serious injuries and malfunctions that, if they were to recur, could lead to death or serious injury; post-market approval studies; and product import and export.

              The regulations to which we are subject are complex and have tended to become more stringent over time. Regulatory changes could result in restrictions on our ability to carry on or expand our operations, higher than anticipated costs or lower than anticipated sales. The FDA enforces these regulatory requirements through periodic unannounced inspections. We do not know whether we will pass any future FDA inspections. Failure to comply with applicable regulations could jeopardize our ability to sell our products and result in enforcement actions such as: warning letters; fines; injunctions; civil penalties; termination of distribution; recalls or seizures of products; delays in the introduction of products into the market; total or partial suspension of production; refusal to grant future clearances or approvals; withdrawals or suspensions of current approvals, resulting in prohibitions on sales of our products; and in the most serious cases, criminal penalties.

28


Table of Contents

We may not receive the necessary clearances or approvals for our future products or expanded indications, and failure to timely obtain necessary clearances or approvals for our future products or expanded indications would adversely affect our ability to grow our business.

              An element of our strategy is to continue to upgrade our products, add new features and expand the indications and uses for our current products. In the United States, before we can market a new medical device, or a new use of, new claim for or significant modification to an existing product, we must first receive either clearance under Section 510(k) of the Federal Food, Drug, and Cosmetic Act, or the FDCA, or approval of a pre-market approval application, or PMA, from the FDA, unless an exemption applies. In the 510(k) clearance process, before a device may be marketed, the FDA must determine that a proposed device is "substantially equivalent" to a legally-marketed "predicate" device, which includes a device that has been previously cleared through the 510(k) process, a device that was legally marketed prior to May 28, 1976 (pre-amendments device), a device that was originally on the U.S. market pursuant to an approved PMA and later down-classified, or a 510(k)-exempt device. To be "substantially equivalent," the proposed device must have the same intended use as the predicate device, and either have the same technological characteristics as the predicate device or have different technological characteristics and not raise different questions of safety or effectiveness than the predicate device. Clinical data are sometimes required to support substantial equivalence. In the process of obtaining PMA approval, which was required for our Inspire system, the FDA must determine that a proposed device is safe and effective for its intended use based, in part, on extensive data, including, but not limited to, technical, pre-clinical, clinical trial, manufacturing and labeling data. The PMA process is typically required for devices that are deemed to pose the greatest risk, such as life-sustaining, life-supporting or implantable devices.

              Modifications to products that are approved through a PMA application generally require FDA approval. Similarly, certain modifications made to products cleared through a 510(k) may require a new 510(k) clearance. Both the PMA approval and the 510(k) clearance process can be expensive, lengthy and uncertain. The FDA's 510(k) clearance process usually takes from three to 12 months, but can last longer. The process of obtaining a PMA is much more costly and uncertain than the 510(k) clearance process and generally takes from one to three years, or even longer, from the time the application is filed with the FDA. In addition, a PMA generally requires the performance of one or more clinical trials. Despite the time, effort and cost, a device may not be approved or cleared by the FDA. Any delay or failure to obtain necessary regulatory approvals could harm our business. Furthermore, even if we are granted regulatory clearances or approvals, they may include significant limitations on the indicated uses for the device, which may limit the market for the device.

              In the United States, we have obtained approval of our Inspire system through the PMA pathway. Any modification to the Inspire system that has not been previously approved may require us to submit a new PMA or PMA supplement and obtain FDA approval prior to implementing the change. If the FDA requires us to go through a lengthier, more rigorous examination for future products or modifications to existing products than we had expected, product introductions or modifications could be delayed or canceled, which could adversely affect our ability to grow our business.

              The FDA can delay, limit or deny clearance or approval of a device for many reasons, including:

    our inability to demonstrate to the satisfaction of the FDA or the applicable regulatory entity or notified body that our products are safe or effective for their intended uses;

    the disagreement of the FDA or the applicable foreign regulatory body with the design or implementation of our clinical trials or the interpretation of data from pre-clinical studies or clinical trials;

29


Table of Contents

    serious and unexpected adverse device effects experienced by participants in our clinical trials;

    the data from our pre-clinical studies and clinical trials may be insufficient to support clearance or approval, where required;

    our inability to demonstrate that the clinical and other benefits of the device outweigh the risks;

    the manufacturing process or facilities we use may not meet applicable requirements; and

    the potential for approval policies or regulations of the FDA or applicable foreign regulatory bodies to change significantly in a manner rendering our clinical data or regulatory filings insufficient for clearance or approval.

              In addition, the FDA may change its clearance and approval policies, adopt additional regulations or revise existing regulations, or take other actions, which may prevent or delay approval or clearance of our future products under development or impact our ability to modify our currently cleared products on a timely basis. Such policy or regulatory changes could impose additional requirements upon us that could delay our ability to obtain new approvals, increase the costs of compliance or restrict our ability to maintain our current approval. For example, as part of the Food and Drug Administration Safety and Innovation Act, or FDASIA, enacted in 2012, Congress reauthorized the Medical Device User Fee Amendments with various FDA performance goal commitments and enacted several "Medical Device Regulatory Improvements" and miscellaneous reforms, which are further intended to clarify and improve medical device regulation both pre- and post-clearance and approval. Some of these proposals and reforms could impose additional regulatory requirements upon us that could delay our ability to obtain new approvals, increase the costs of compliance or restrict our ability to maintain our current approval.

              In order to sell our products in member countries of the EEA our products must comply with the essential requirements of the EU Medical Devices Directive (Council Directive 93/42/EEC) and the Active Implantable Medical Devices Directive (Council Directive 90/385/EEC). Compliance with these requirements is a prerequisite to be able to affix the Conformité Européene, or CE, mark to our products, without which they cannot be sold or marketed in the EEA. To demonstrate compliance with the essential requirements we must undergo a conformity assessment procedure, which varies according to the type of medical device and its classification. Except for low-risk medical devices (Class I non-sterile, non-measuring devices), where the manufacturer can issue an EC Declaration of Conformity based on a self-assessment of the conformity of its products with the essential requirements of the EU Medical Devices Directive, a conformity assessment procedure requires the intervention of an organization accredited by a member state of the EEA to conduct conformity assessments, or a Notified Body. Depending on the relevant conformity assessment procedure, the Notified Body would typically audit and examine the technical file and the quality system for the manufacture, design and final inspection of our devices. The Notified Body issues a certificate of conformity following successful completion of a conformity assessment procedure conducted in relation to the medical device and its manufacturer and their conformity with the essential requirements. This certificate entitles the manufacturer to affix the CE mark to its medical devices after having prepared and signed a related EC Declaration of Conformity.

              As a general rule, demonstration of conformity of medical devices and their manufacturers with the essential requirements must be based, among other things, on the evaluation of clinical data supporting the safety and performance of the products during normal conditions of use. Specifically, a manufacturer must demonstrate that the device achieves its intended performance during normal conditions of use, that the known and foreseeable risks, and any adverse events, are minimized and acceptable when weighed against the benefits of its intended performance, and that any claims made

30


Table of Contents

about the performance and safety of the device are supported by suitable evidence. If we fail to remain in compliance with applicable European laws and directives, we would be unable to continue to affix the CE mark to our products, which would prevent us from selling them within the EEA.

Modifications to our products may require us to obtain new PMA approvals or approvals of a PMA supplement, and if we market modified products without obtaining necessary approvals, we may be required to cease marketing or recall the modified products until required approvals are obtained.

              Certain modifications to a PMA-approved device may require approval of a new PMA or a PMA supplement, or alternatively a notification or other submission to FDA. The FDA may not agree with our decisions regarding whether a new PMA or PMA supplement is necessary. We may make modifications to our approved devices in the future that we believe do not require approval of a new PMA or PMA supplement. If the FDA disagrees with our determination and requires us to submit a new PMA or PMA supplement for modifications to our previously approved products, we may be required to cease marketing or to recall the modified product until we obtain approval, and we may be subject to significant regulatory fines or penalties. In addition, the FDA may not approve our products for the indications that are necessary or desirable for successful commercialization or could require clinical trials to support any modifications. Any delay or failure in obtaining required approvals would adversely affect our ability to introduce new or enhanced products in a timely manner, which in turn would harm our future growth.

Failure to comply with post-marketing regulatory requirements could subject us to enforcement actions, including substantial penalties, and might require us to recall or withdraw a product from the market.

              Even though we have obtained approval for the Inspire system, we are subject to ongoing and pervasive regulatory requirements governing, among other things, the manufacture, marketing, advertising, medical device reporting, sale, promotion, registration, and listing of devices. For example, we must submit periodic reports to the FDA as a condition of PMA approval. These reports include safety and effectiveness information about the device after its approval. Failure to submit such reports, or failure to submit the reports in a timely manner, could result in enforcement action by the FDA. Following its review of the periodic reports, the FDA might ask for additional information or initiate further investigation.

              In addition, the PMA approval for our Inspire system was subject to several conditions of approval, including a post-market long-term study and extended follow-up of the pre-market study cohort. Though we believe we have complied with these conditions to date, any failure to comply with the conditions of approval could result in the withdrawal of PMA approval and the inability to continue to market the device. Failure to conduct the required studies in accordance with institutional review board, or IRB, and informed consent requirements, or adverse findings in these studies, could also be grounds for withdrawal of approval of the PMA.

              The regulations to which we are subject are complex and have become more stringent over time. Regulatory changes could result in restrictions on our ability to continue or expand our operations, higher than anticipated costs, or lower than anticipated sales. Even after we have obtained the proper regulatory approval to market a device, we have ongoing responsibilities under FDA regulations and applicable foreign laws and regulations. The FDA, state and foreign regulatory authorities have broad enforcement powers. Our failure to comply with applicable regulatory requirements could result in enforcement action by the FDA, state or foreign regulatory authorities, which may include any of the following sanctions:

    untitled letters or warning letters;

    fines, injunctions, consent decrees and civil penalties;

31


Table of Contents

    recalls, termination of distribution, administrative detention, or seizure of our products;

    customer notifications or repair, replacement or refunds;

    operating restrictions or partial suspension or total shutdown of production;

    delays in or refusal to grant our requests for future PMA approvals or foreign regulatory approvals of new products, new intended uses, or modifications to existing products;

    withdrawals or suspensions of our current PMA or foreign regulatory approvals, resulting in prohibitions on sales of our products;

    FDA refusal to issue certificates to foreign governments needed to export products for sale in other countries; and

    criminal prosecution.

              Any of these sanctions could result in higher than anticipated costs or lower than anticipated sales and have a material adverse effect on our reputation, business, financial condition and results of operations.

Our products must be manufactured in accordance with federal and state regulations, and we or any of our suppliers or third-party manufacturers could be forced to recall our installed systems or terminate production if we fail to comply with these regulations.

              The methods used in, and the facilities used for, the manufacture of our products must comply with the FDA's Quality System Regulation, or QSR, which is a complex regulatory scheme that covers the procedures and documentation of the design, testing, production, process controls, quality assurance, labeling, packaging, handling, storage, distribution, installation, servicing and shipping of medical devices. Furthermore, we are required to verify that our suppliers maintain facilities, procedures and operations that comply with our quality standards and applicable regulatory requirements. The FDA enforces the QSR through periodic announced or unannounced inspections of medical device manufacturing facilities, which may include the facilities of subcontractors. Our products are also subject to similar state regulations and various laws and regulations of foreign countries governing manufacturing.

              Our third-party manufacturers may not take the necessary steps to comply with applicable regulations, which could cause delays in the delivery of our products. In addition, failure to comply with applicable FDA requirements or later discovery of previously unknown problems with our products or manufacturing processes could result in, among other things: warning letters or untitled letters; fines, injunctions or civil penalties; suspension or withdrawal of approvals; seizures or recalls of our products; total or partial suspension of production or distribution; administrative or judicially imposed sanctions; the FDA's refusal to grant pending or future clearances or approvals for our products; clinical holds; refusal to permit the import or export of our products; and criminal prosecution of us or our employees.

              Any of these actions could significantly and negatively affect supply of our products. If any of these events occurs, our reputation could be harmed, we could be exposed to product liability claims and we could lose customers and experience reduced sales and increased costs.

If treatment guidelines for OSA change or the standard of care evolves, we may need to redesign and seek new marketing authorization from the FDA for one or more of our products.

              If treatment guidelines for OSA changes or the standard of care for this condition evolves, we may need to redesign the applicable product and seek new approvals from the FDA. Our PMA approvals from the FDA are based on current treatment guidelines. If treatment guidelines change so

32


Table of Contents

that different treatments become desirable, the clinical utility of one or more of our products could be diminished and our business could be adversely affected.

The misuse or off-label use of our Inspire system may harm our reputation in the marketplace, result in injuries that lead to product liability suits or result in costly investigations, fines or sanctions by regulatory bodies if we are deemed to have engaged in the promotion of these uses, any of which could be costly to our business.

              Inspire therapy is indicated for patients with moderate to severe OSA (AHI of 15 to 65) who do not have significant central sleep apnea and do not have a complete concentric collapse of the airway at the soft palate level. Patients undergo a drug-induced sleep endoscopy performed by an ENT surgeon in order to confirm that they satisfy this anatomical requirement. In addition, patients in the United States must have been confirmed to fail or be unable to tolerate positive airway pressure treatments, such as CPAP, and be 22 years of age or older, though there are no similar requirements for patients in Europe. We train our marketing personnel and direct sales force to not promote our Inspire system for uses outside of the FDA-approved indications for use, known as "off-label uses." We cannot, however, prevent a physician from using our Inspire system off-label, when in the physician's independent professional medical judgment he or she deems it appropriate. There may be increased risk of injury to patients if physicians attempt to use our Inspire system off-label. Furthermore, the use of our Inspire system for indications other than those approved by the FDA or approved by any foreign regulatory body may not effectively treat such conditions, which could harm our reputation in the marketplace among physicians and patients.

              If the FDA or any foreign regulatory body determines that our promotional materials or training constitute promotion of an off-label use, it could request that we modify our training or promotional materials or subject us to regulatory or enforcement actions, including the issuance or imposition of an untitled letter, which is used for violators that do not necessitate a warning letter, injunction, seizure, civil fine or criminal penalties. It is also possible that other federal, state or foreign enforcement authorities might take action under other regulatory authority, such as false claims laws, if they consider our business activities to constitute promotion of an off-label use, which could result in significant penalties, including, but not limited to, criminal, civil and administrative penalties, damages, fines, disgorgement, exclusion from participation in government healthcare programs and the curtailment of our operations.

              In addition, physicians may misuse our Inspire system or use improper techniques if they are not adequately trained, potentially leading to injury and an increased risk of product liability. If our Inspire system is misused or used with improper technique, we may become subject to costly litigation by our customers or their patients. Similarly, in an effort to decrease costs, physicians may also reuse our Inspire system despite it being intended for a single use or may purchase reprocessed Inspire systems from third-party reprocessors in lieu of purchasing a new Inspire system from us, which could result in product failure and liability. As described above, product liability claims could divert management's attention from our core business, be expensive to defend and result in sizeable damage awards against us that may not be covered by insurance.

Our products may cause or contribute to adverse medical events or be subject to failures or malfunctions that we are required to report to the FDA, and if we fail to do so, we would be subject to sanctions that could harm our reputation, business, financial condition and results of operations. The discovery of serious safety issues with our products, or a recall of our products either voluntarily or at the direction of the FDA or another governmental authority, could have a negative impact on us.

              We are subject to the FDA's medical device reporting regulations and similar foreign regulations, which require us to report to the FDA when we receive or become aware of information that reasonably suggests that one or more of our products may have caused or contributed to a death

33


Table of Contents

or serious injury or malfunctioned in a way that, if the malfunction were to recur, it could cause or contribute to a death or serious injury. The timing of our obligation to report is triggered by the date we become aware of the adverse event as well as the nature of the event. We may fail to report adverse events of which we become aware within the prescribed timeframe. We may also fail to recognize that we have become aware of a reportable adverse event, especially if it is not reported to us as an adverse event or if it is an adverse event that is unexpected or removed in time from the use of the product. If we fail to comply with our reporting obligations, the FDA could take action, including warning letters, untitled letters, administrative actions, criminal prosecution, imposition of civil monetary penalties, revocation of our device approval, seizure of our products or delay in clearance or approval of future products.

              The FDA and foreign regulatory bodies have the authority to require the recall of commercialized products in the event of material deficiencies or defects in design or manufacture of a product or in the event that a product poses an unacceptable risk to health. The FDA's authority to require a recall must be based on a finding that there is reasonable probability that the device could cause serious injury or death. We may also choose to voluntarily recall a product if any material deficiency is found. A government-mandated or voluntary recall by us could occur as a result of an unacceptable risk to health, component failures, malfunctions, manufacturing defects, labeling or design deficiencies, packaging defects or other deficiencies or failures to comply with applicable regulations. Product defects or other errors may occur in the future.

              Depending on the corrective action we take to redress a product's deficiencies or defects, the FDA may require, or we may decide, that we will need to obtain new approvals for the device before we may market or distribute the corrected device. Seeking such approvals may delay our ability to replace the recalled devices in a timely manner. Moreover, if we do not adequately address problems associated with our devices, we may face additional regulatory enforcement action, including FDA warning letters, product seizure, injunctions, administrative penalties or civil or criminal fines.

              Companies are required to maintain certain records of recalls and corrections, even if they are not reportable to the FDA. We may initiate voluntary withdrawals or corrections for our products in the future that we determine do not require notification of the FDA. If the FDA disagrees with our determinations, it could require us to report those actions as recalls and we may be subject to enforcement action. A future recall announcement could harm our reputation with customers, potentially lead to product liability claims against us and negatively affect our sales. Any corrective action, whether voluntary or involuntary, as well as defending ourselves in a lawsuit, will require the dedication of our time and capital, distract management from operating our business and may harm our reputation and financial results.

If we do not obtain and maintain international regulatory registrations or approvals for our products, we will be unable to market and sell our products outside of the United States.

              Sales of our products outside of the United States are subject to foreign regulatory requirements that vary widely from country to country. In addition, the FDA regulates exports of medical devices from the United States. While the regulations of some countries may not impose barriers to marketing and selling our products or only require notification, others require that we obtain the approval of a specified regulatory body. Complying with foreign regulatory requirements, including obtaining registrations or approvals, can be expensive and time-consuming, and we may not receive regulatory approvals in each country in which we plan to market our products or we may be unable to do so on a timely basis. The time required to obtain registrations or approvals, if required by other countries, may be longer than that required for FDA approval, and requirements for such registrations, clearances or approvals may significantly differ from FDA requirements. If we modify our products, we may need to apply for additional regulatory approvals before we are permitted to sell the modified product. In addition, we may not continue to meet the quality and safety standards required

34


Table of Contents

to maintain the authorizations that we have received. If we are unable to maintain our authorizations in a particular country, we will no longer be able to sell the applicable product in that country.

              Regulatory approval by the FDA does not ensure registration, clearance or approval by regulatory authorities in other countries, and registration, clearance or approval by one or more foreign regulatory authorities does not ensure registration, clearance or approval by regulatory authorities in other foreign countries or by the FDA. However, a failure or delay in obtaining registration or regulatory clearance or approval in one country may have a negative effect on the regulatory process in others.

Legislative or regulatory reforms in the United States or the EU may make it more difficult and costly for us to obtain regulatory clearances or approvals for our products or to manufacture, market or distribute our products after clearance or approval is obtained.

              From time to time, legislation is drafted and introduced in Congress that could significantly change the statutory provisions governing the regulation of medical devices. In addition, FDA regulations and guidance are often revised or reinterpreted by the FDA in ways that may significantly affect our business and our products. Any new statutes, regulations or revisions or reinterpretations of existing regulations may impose additional costs or lengthen review times of any future products or make it more difficult to obtain approval for, manufacture, market or distribute our products. We cannot determine what effect changes in regulations, statutes, legal interpretation or policies, when and if promulgated, enacted or adopted may have on our business in the future. Such changes could, among other things, require: additional testing prior to obtaining clearance or approval; changes to manufacturing methods; recall, replacement or discontinuance of our products; or additional record keeping.

              On April 5, 2017, the European Parliament passed the Medical Devices Regulation (Regulation 2017/745), which repeals and replaces the EU Medical Devices Directive and the Active Implantable Medical Devices Directive. Unlike directives, which must be implemented into the national laws of the EEA member states, the regulations would be directly applicable, i.e., without the need for adoption of EEA member state laws implementing them, in all EEA member states and are intended to eliminate current differences in the regulation of medical devices among EEA member States. The Medical Devices Regulation, among other things, is intended to establish a uniform, transparent, predictable and sustainable regulatory framework across the EEA for medical devices and ensure a high level of safety and health while supporting innovation.

              The Medical Devices Regulation will, however, only become applicable three years after publication (in 2020). Once applicable, the new regulations will among other things:

    strengthen the rules on placing devices on the market and reinforce surveillance once they are available;

    establish explicit provisions on manufacturers' responsibilities for the follow-up of the quality, performance and safety of devices placed on the market;

    improve the traceability of medical devices throughout the supply chain to the end-user or patient through a unique identification number;

    set up a central database to provide patients, healthcare professionals and the public with comprehensive information on products available in the EU;

    strengthened rules for the assessment of certain high-risk devices, such as implants, which may have to undergo an additional check by experts before they are placed on the market.

              These modifications may have an effect on the way we conduct our business in the EEA.

35


Table of Contents

We are subject to certain federal, state and foreign fraud and abuse laws, health information privacy and security laws and transparency laws, which, if violated, could subject us to substantial penalties. Additionally, any challenge to or investigation into our practices under these laws could cause adverse publicity and be costly to respond to, and thus could harm our business.

              There are numerous U.S. federal and state, as well as foreign, laws pertaining to healthcare fraud and abuse, including anti-kickback, false claims and physician transparency laws. Our business practices and relationships with providers are subject to scrutiny under these laws. We may also be subject to privacy and security regulation related to patient, customer, employee and other third-party information by both the federal government and the states and foreign jurisdictions in which we conduct our business. The healthcare laws and regulations that may affect our ability to operate include, but are not limited to:

    the federal Anti-Kickback Statute, which prohibits, among other things, persons and entities from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce either the referral of an individual or furnishing or arranging for a good or service, for which payment may be made, in whole or in part, under federal healthcare programs, such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation. The U.S. government has interpreted this law broadly to apply to the marketing and sales activities of manufacturers. Moreover, the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the federal civil False Claims Act. Violations of the federal Anti-Kickback Statute may result in civil monetary penalties up to $74,792 for each violation, plus up to three times the remuneration involved. Civil penalties for such conduct can further be assessed under the federal False Claims Act. Violations can also result in criminal penalties, including criminal fines of up to $100,000 and imprisonment of up to 10 years. Similarly, violations can result in exclusion from participation in government healthcare programs, including Medicare and Medicaid;

    the federal civil and criminal false claims laws and civil monetary penalties laws, including the federal civil False Claims Act, which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims for payment from Medicare, Medicaid or other federal healthcare programs that are false or fraudulent. These laws can apply to manufacturers who provide information on coverage, coding, and reimbursement of their products to persons who bill third-party payers. Private individuals can bring False Claims Act "qui tam" actions, on behalf of the government and such individuals, commonly known as "whistleblowers," may share in amounts paid by the entity to the government in fines or settlement. When an entity is determined to have violated the federal civil False Claims Act, the government may impose civil fines and penalties ranging from $11,181 to $22,363 for each false claim, plus treble damages, and exclude the entity from participation in Medicare, Medicaid and other federal healthcare programs;

    the federal Civil Monetary Penalties Law, which prohibits, among other things, offering or transferring remuneration to a federal healthcare beneficiary that a person knows or should know is likely to influence the beneficiary's decision to order or receive items or services reimbursable by the government from a particular provider or supplier;

    the Health Insurance Portability and Accountability Act of 1996, or HIPAA, which created additional federal criminal statutes that prohibit, among other things, executing a scheme to defraud any healthcare benefit program and making false statements relating to healthcare matters. Similar to the federal Anti-Kickback Statute, a person or entity does not need to

36


Table of Contents

      have actual knowledge of the statute or specific intent to violate it to have committed a violation;

    the federal Physician Sunshine Act under the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act, collectively referred to as the Affordable Care Act, which require certain applicable manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the Children's Health Insurance Program, or CHIP, to report annually to the DHHS Centers for Medicare and Medicaid Services, or CMS, information related to payments and other transfers of value to physicians, which is defined broadly to include other healthcare providers and teaching hospitals, and applicable manufacturers and group purchasing organizations, to report annually ownership and investment interests held by physicians and their immediate family members. Applicable manufacturers are required to submit annual reports to CMS. Failure to submit required information may result in civil monetary penalties of $11,052 per failure up to an aggregate of $165,786 per year (or up to an aggregate of $1.105 million per year for "knowing failures"), for all payments, transfers of value or ownership or investment interests that are not timely, accurately, and completely reported in an annual submission, and may result in liability under other federal laws or regulations;

    HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, or HITECH Act, and their respective implementing regulations, which impose requirements on certain covered healthcare providers, health plans and healthcare clearinghouses as well as their business associates that perform services for them that involve individually identifiable health information, relating to the privacy, security and transmission of individually identifiable health information without appropriate authorization, including mandatory contractual terms as well as directly applicable privacy and security standards and requirements. Failure to comply with the HIPAA privacy and security standards can result in civil monetary penalties up to $55,910 per violation, not to exceed $1.68 million per calendar year for non-compliance of an identical provision, and, in certain circumstances, criminal penalties with fines up to $250,000 per violation and/or imprisonment. State attorneys general can also bring a civil action to enjoin a HIPAA violation or to obtain statutory damages on behalf of residents of his or her state; and

    analogous state and foreign law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may apply to items or services reimbursed by any third-party payor, including commercial insurers or patients; state laws that require device companies to comply with the industry's voluntary compliance guidelines and the applicable compliance guidance promulgated by the federal government or otherwise restrict payments that may be made to healthcare providers and other potential referral sources; state laws that require device manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures; consumer protection and unfair competition laws, which broadly regulate marketplace activities and activities that potentially harm customers, foreign and state laws, including the EU General Data Protection Regulation, governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts; and state laws related to insurance fraud in the case of claims involving private insurers.

              These laws and regulations, among other things, constrain our business, marketing and other promotional activities by limiting the kinds of financial arrangements, including sales programs, we may have with hospitals, physicians or other potential purchasers of our products. Due to the breadth of these laws, the narrowness of statutory exceptions and regulatory safe harbors available, and the range

37


Table of Contents

of interpretations to which they are subject, it is possible that some of our current or future practices might be challenged under one or more of these laws.

              To enforce compliance with the healthcare regulatory laws, certain enforcement bodies have recently increased their scrutiny of interactions between healthcare companies and healthcare providers, which has led to a number of investigations, prosecutions, convictions and settlements in the healthcare industry. Responding to investigations can be time-and resource-consuming and can divert management's attention from the business. Additionally, as a result of these investigations, healthcare providers and entities may have to agree to additional compliance and reporting requirements as part of a consent decree or corporate integrity agreement. Any such investigation or settlement could increase our costs or otherwise have an adverse effect on our business. Even an unsuccessful challenge or investigation into our practices could cause adverse publicity, and be costly to respond to. If our operations are found to be in violation of any of the healthcare laws or regulations described above or any other healthcare regulations that apply to us, we may be subject to penalties, including administrative, civil and criminal penalties, damages, fines, exclusion from participation in government healthcare programs, such as Medicare and Medicaid, imprisonment, contractual damages, reputational harm, disgorgement and the curtailment or restructuring of our operations.

We may be subject to, or may in the future become subject to, U.S., state, and foreign laws and regulations imposing obligations on how we collect, store and process personal information. Our actual or perceived failure to comply with such obligations could harm our business. Ensuring compliance with such laws could also impair our efforts to maintain and expand our customer base, and thereby decrease our revenue.

              In the conduct of our business, we may at times process personal data, including health-related personal data. The U.S. federal government and various states have adopted or proposed laws, regulations, guidelines and rules for the collection, distribution, use and storage of personal information of individuals. We may also be subject to U.S. federal rules, regulations and guidance concerning data security for medical devices, including guidance from the FDA. State privacy and security laws vary from state to state and, in some cases, can impose more restrictive requirements than U.S. federal law. Where state laws are more protective, we must comply with the stricter provisions. In addition to fines and penalties that may be imposed for failure to comply with state law, some states also provide for private rights of action to individuals for misuse of personal information.

              The European Union, or EU, also has laws and regulations dealing with the collection, use and processing of personal data obtained from individuals in the EU, which are often more restrictive than those in the United States and which restrict transfers of personal data to the United States unless certain requirements are met. These obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other requirements or our practices. In addition, these rules are constantly under scrutiny. For example, following a decision of the Court of Justice of the European Union in October 2015, transferring personal data to U.S. companies that had certified as members of the U.S. Safe Harbor Scheme was declared invalid. In July 2016 the European Commission adopted the U.S.-EU Privacy Shield Framework which replaces the Safe Harbor Scheme. However, this Framework is under review and there is currently litigation challenging other EU mechanisms for adequate data transfers (i.e., the standard contractual clauses). It is uncertain whether the Privacy Shield Framework and/or the standard contractual clauses will be similarly invalidated by the European courts. We rely on a mixture of mechanisms to transfer personal data from our EU business to the U.S., and could be impacted by changes in law as a result of a future review of these transfer mechanisms by European regulators under the EU General Data Protection Regulation, or GDPR, as well as current challenges to these mechanisms in the European courts.

              Any actual or perceived failure by us or the third parties with whom we work to comply with privacy or security laws, policies, legal obligations or industry standards, or any security incident that results in the unauthorized release or transfer of personally identifiable information, may result in

38


Table of Contents

governmental enforcement actions and investigations including by European Data Protection Authorities and U.S. federal and state regulatory authorities, fines and penalties, litigation and/or adverse publicity, including by consumer advocacy groups, and could cause our customers, their patients and other healthcare professionals to lose trust in us, which could harm our reputation and have a material adverse effect on our business, financial condition and results of operations.

              The laws in the EU are under reform and from May 25, 2018 onwards, we will be subject to the requirements of the GDPR because we are processing personal data in the EU and/or offering goods to, or monitor the behavior of, individuals in the EU. The GDPR implements more stringent administrative requirements for controllers and processors of personal data, including, for example, shortened timelines for data breach notifications, limitations on retention of information, increased requirements pertaining to health data and pseudonymised (i.e., key-coded) data, additional obligations when we contract with service providers, more robust rights for individuals over their personal data. The GDPR provides that EU member states may make their own further laws and regulations limiting the processing of genetic, biometric or health data, which could limit our ability to use and share personal data or could cause our costs could increase, and harm our business and financial condition. If we do not comply with our obligations under the GDPR, we could be exposed to significant fines of up to €20,000,000 or up to 4% of the total worldwide annual turnover of the preceding financial year, whichever is higher.

Healthcare policy changes, including recently enacted legislation reforming the U.S. healthcare system, could harm our business, financial condition and results of operations.

              In the United States, there have been and continue to be a number of legislative initiatives to contain healthcare costs. In March 2010, the Affordable Care Act was enacted in the United States, which made a number of substantial changes in the way healthcare is financed by both governmental and private insurers. Among other ways in which it may affect our business, the Affordable Care Act:

    imposed an annual excise tax of 2.3% on any entity that manufactures or imports medical devices offered for sale in the United States, with limited exceptions (described in more detail below), although the effective rate paid may be lower. Through a series of legislative amendments, the tax was suspended for 2016 through 2019. Absent further legislative action, the device excise tax will be reinstated on medical device sales starting January 1, 2020;

    established a new Patient-Centered Outcomes Research Institute to oversee and identify priorities in comparative clinical effectiveness research in an effort to coordinate and develop such research;

    implemented payment system reforms including a national pilot program on payment bundling to encourage hospitals, physicians and other providers to improve the coordination, quality and efficiency of certain healthcare services through bundled payment models; and

    expanded the eligibility criteria for Medicaid programs.

              We do not yet know the full impact that the Affordable Care Act will have on our business. The taxes imposed by the Affordable Care Act and the expansion in the government's role in the U.S. healthcare industry may result in decreased profits to us, lower reimbursement by payors for our Inspire system, and/or reduced medical procedure volumes, all of which may have a material adverse effect on our business, financial condition and results of operations. The Trump Administration and the U.S. Congress may take further action regarding the Affordable Care Act, including, but not limited to, repeal or replacement. Most recently, the Tax Cuts and Jobs Act of 2017 was enacted, which, among other things, removes penalties for not complying with the individual mandate to carry health insurance. Additionally, all or a portion of the Affordable Care Act and related subsequent legislation may be modified, repealed or otherwise invalidated through judicial challenge, which could result in

39


Table of Contents

lower numbers of insured individuals, reduced coverage for insured individuals and adversely affect our business.

              In addition, other legislative changes have been proposed and adopted since the Affordable Care Act was enacted. On August 2, 2011, the Budget Control Act of 2011 was signed into law, which, among other things, reduced Medicare payments to providers by 2% per fiscal year, effective on April 1, 2013 and, due to subsequent legislative amendments to the statute, will remain in effect through 2025 unless additional Congressional action is taken. On January 2, 2013, the American Taxpayer Relief Act of 2012 was signed into law, which, among other things, reduced Medicare payments to several providers, including hospitals, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years. The Medicare Access and CHIP Reauthorization Act of 2015, or MACRA, enacted on April 16, 2015, repealed the formula by which Medicare made annual payment adjustments to physicians and replaced the former formula with fixed annual updates and a new system of incentive payments scheduled to begin in 2019 that are based on various performance measures and physicians' participation in alternative payment models such as accountable care organizations. It is unclear what effect new quality and payment programs, such as MACRA, may have on our business, financial condition, results of operations or cash flows.

              We expect additional state and federal healthcare policies and reform measures to be adopted in the future, any of which could limit reimbursement for healthcare products and services or otherwise result in reduced demand for our Inspire system or additional pricing pressure and have a material adverse effect on our industry generally and on our customers. Any changes of, or uncertainty with respect to, future coverage or reimbursement rates could affect demand for our Inspire system, which in turn could impact our ability to successfully commercialize our Inspire system and could have a material adverse effect on our business, financial condition and results of operations.

Our business involves the use of hazardous materials and our third-party manufacturers must comply with environmental laws and regulations, which may be expensive and restrict how we do business.

              Our third-party manufacturers' activities may involve the controlled storage, use and disposal of hazardous materials. Our manufacturers are subject to federal, state, local and foreign laws and regulations governing the use, generation, manufacture, storage, handling and disposal of these hazardous materials. We currently carry no insurance specifically covering environmental claims relating to the use of hazardous materials. Although we believe the safety procedures of our manufacturers for handling and disposing of these materials and waste products comply with the standards prescribed by these laws and regulations, we cannot eliminate the risk of accidental injury or contamination from the use, storage, handling or disposal of hazardous materials. In the event of an accident, state or federal or other applicable authorities may curtail our manufacturers' use of these materials and interrupt their business operations which could adversely affect our business.

The clinical trial process required to obtain regulatory approvals is lengthy and expensive with uncertain outcomes. If clinical studies of our future products do not produce results necessary to support regulatory clearance or approval in the United States or, with respect to our current or future products, elsewhere, we will be unable to expand the indications for or commercialize these products and may incur additional costs or experience delays in completing, or ultimately be unable to complete, the commercialization of those products.

              We have obtained PMA approval for our Inspire system. In order to obtain PMA approval for a device, the sponsor must conduct well-controlled clinical trials designed to assess the safety and efficacy of the product candidate. Conducting clinical trials is a complex and expensive process, can take many years, and outcomes are inherently uncertain. We incur substantial expense for, and devote significant time to, clinical trials but cannot be certain that the trials will ever result in commercial revenue. We may experience significant setbacks in clinical trials, even after earlier clinical trials showed promising results, and failure can occur at any time during the clinical trial process. Any of our

40


Table of Contents

products may malfunction or may produce undesirable adverse effects that could cause us or regulatory authorities to interrupt, delay or halt clinical trials. We, the FDA, or another regulatory authority may suspend or terminate clinical trials at any time to avoid exposing trial participants to unacceptable health risks.

              Successful results of pre-clinical studies are not necessarily indicative of future clinical trial results, and predecessor clinical trial results may not be replicated in subsequent clinical trials. Additionally, the FDA may disagree with our interpretation of the data from our pre-clinical studies and clinical trials, or may find the clinical trial design, conduct or results inadequate to prove safety or efficacy, and may require us to pursue additional pre-clinical studies or clinical trials, which could further delay the clearance or approval of our products. The data we collect from our pre-clinical studies and clinical trials may not be sufficient to support FDA clearance or approval, and if we are unable to demonstrate the safety and efficacy of our future products in our clinical trials, we will be unable to obtain regulatory clearance or approval to market our products.

              In addition, we may estimate and publicly announce the anticipated timing of the accomplishment of various clinical, regulatory and other product development goals, which are often referred to as milestones. These milestones could include the obtainment of the right to affix the CE mark in the European Union; the submission to the FDA of an investigational device exemption, or IDE, application to commence a pivotal clinical trial for a new product candidate; the enrollment of patients in clinical trials; the release of data from clinical trials; and other clinical and regulatory events. The actual timing of these milestones could vary dramatically compared to our estimates, in some cases for reasons beyond our control. We cannot assure you that we will meet our projected milestones and if we do not meet these milestones as publicly announced, the commercialization of our products may be delayed and, as a result, our stock price may decline.

              Clinical trials are necessary to support PMA applications and may be necessary to support PMA supplements for modified versions of our marketed device products. This would require the enrollment of large numbers of suitable subjects, which may be difficult to identify, recruit and maintain as participants in the clinical trial. The clinical trials supporting the PMA application for our Inspire system involved 126 randomized patients. Adverse outcomes in the post-approval studies could also result in restrictions or withdrawal of approval of the PMA. We will likely need to conduct additional clinical studies in the future to support new indications for our products or for approvals or clearances of new product lines, or for the approval of the use of our products in some foreign countries. Clinical testing is difficult to design and implement, can take many years, can be expensive and carries uncertain outcomes. The initiation and completion of any of these studies may be prevented, delayed, or halted for numerous reasons. We may experience a number of events during that could adversely affect the costs, timing or successful completion of our clinical trials, including:

    we may be required to submit an IDE application to FDA, which must become effective prior to commencing human clinical trials, and FDA may reject our IDE application and notify us that we may not begin investigational trials;

    regulators and other comparable foreign regulatory authorities may disagree as to the design or implementation of our clinical trials;

    regulators and/or IRBs, or other reviewing bodies may not authorize us or our investigators to commence a clinical trial, or to conduct or continue a clinical trial at a prospective or specific trial site;

    we may not reach agreement on acceptable terms with prospective contract research organizations, or CROs, and clinical trial sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and trial sites;

41


Table of Contents

    clinical trials may produce negative or inconclusive results, and we may decide, or regulators may require us, to conduct additional clinical trials or abandon product development programs;

    the number of subjects or patients required for clinical trials may be larger than we anticipate, enrollment in these clinical trials may be insufficient or slower than we anticipate, and the number of clinical trials being conducted at any given time may be high and result in fewer available patients for any given clinical trial, or patients may drop out of these clinical trials at a higher rate than we anticipate;

    our third-party contractors, including those manufacturing products or conducting clinical trials on our behalf, may fail to comply with regulatory requirements or meet their contractual obligations to us in a timely manner, or at all;

    we might have to suspend or terminate clinical trials for various reasons, including a finding that the subjects are being exposed to unacceptable health risks;

    we may have to amend clinical trial protocols or conduct additional studies to reflect changes in regulatory requirements or guidance, which we may be required to submit to an IRB and/or regulatory authorities for re-examination;

    regulators, IRBs, or other parties may require or recommend that we or our investigators suspend or terminate clinical research for various reasons, including safety signals or noncompliance with regulatory requirements;

    the cost of clinical trials may be greater than we anticipate;

    clinical sites may not adhere to the clinical protocol or may drop out of a clinical trial;

    we may be unable to recruit a sufficient number of clinical trial sites;

    regulators, IRBs, or other reviewing bodies may fail to approve or subsequently find fault with our manufacturing processes or facilities of third-party manufacturers with which we enter into agreement for clinical and commercial supplies, the supply of devices or other materials necessary to conduct clinical trials may be insufficient, inadequate or not available at an acceptable cost, or we may experience interruptions in supply;

    approval policies or regulations of FDA or applicable foreign regulatory agencies may change in a manner rendering our clinical data insufficient for approval; and

    our current or future products may have undesirable side effects or other unexpected characteristics.

              Patient enrollment in clinical trials and completion of patient follow-up depend on many factors, including the size of the patient population, the nature of the trial protocol, the proximity of patients to clinical sites, the eligibility criteria for the clinical trial, patient compliance, competing clinical trials and clinicians' and patients' perceptions as to the potential advantages of the product being studied in relation to other available therapies, including any new treatments that may be approved for the indications we are investigating. For example, patients may be discouraged from enrolling in our clinical trials if the trial protocol requires them to undergo extensive post-treatment procedures or follow-up to assess the safety and efficacy of a product candidate, or they may be persuaded to participate in contemporaneous clinical trials of a competitor's product candidate. In addition, patients participating in our clinical trials may drop out before completion of the trial or experience adverse medical events unrelated to our products. Delays in patient enrollment or failure of patients to continue to participate in a clinical trial may delay commencement or completion of the clinical trial, cause an increase in the costs of the clinical trial and delays, or result in the failure of the clinical trial.

42


Table of Contents

              Clinical trials must be conducted in accordance with the laws and regulations of the FDA and other applicable regulatory authorities' legal requirements, regulations or guidelines, and are subject to oversight by these governmental agencies and IRBs at the medical institutions where the clinical trials are conducted. In addition, clinical trials must be conducted with supplies of our devices produced under current good manufacturing practice, or cGMP, requirements and other regulations. Furthermore, we rely on CROs, and clinical trial sites to ensure the proper and timely conduct of our clinical trials and while we have agreements governing their committed activities, we have limited influence over their actual performance. We depend on our collaborators and on medical institutions and CROs to conduct our clinical trials in compliance with good clinical practice, or GCP, requirements. To the extent our collaborators or the CROs fail to enroll participants for our clinical trials, fail to conduct the study to GCP standards or are delayed for a significant time in the execution of trials, including achieving full enrollment, we may be affected by increased costs, program delays or both. In addition, clinical trials that are conducted in countries outside the United States may subject us to further delays and expenses as a result of increased shipment costs, additional regulatory requirements and the engagement of non-U.S. CROs, as well as expose us to risks associated with clinical investigators who are unknown to the FDA, and different standards of diagnosis, screening and medical care.

              Failure can occur at any stage of clinical testing. Our clinical studies may produce negative or inconclusive results, and we may decide, or regulators may require us, to conduct additional clinical and non-clinical testing in addition to those we have planned. Our failure to adequately demonstrate the safety and efficacy of our system or any product we may develop in the future would prevent receipt of regulatory clearance or approval and, ultimately, the commercialization of that product or indication for use. Even if our future products are cleared or approved in the United States, commercialization of our products in foreign countries would require approval by regulatory authorities in those countries. Approval procedures vary among jurisdictions and can involve requirements and administrative review periods different from, and greater than, those in the United States, including additional preclinical studies or clinical trials. Any of these occurrences could have an adverse effect on our business, financial condition and results of operations.

Risks Related to Intellectual Property Matters

If we are unable to adequately protect our intellectual property rights, or if we are accused of infringing on the intellectual property rights of others, our competitive position could be harmed or we could be required to incur significant expenses to enforce or defend our rights.

              Our commercial success will depend in part on our success in obtaining and maintaining issued patents, trademarks and other intellectual property rights in the United States and elsewhere and protecting our proprietary technology. If we do not adequately protect our intellectual property and proprietary technology, competitors may be able to use our technologies or the goodwill we have acquired in the marketplace and erode or negate any competitive advantage we may have, which could harm our business and ability to achieve profitability.

              Some of our intellectual property rights depend on a licensing agreement with a third party, and our patent coverage includes protection provided by licensed patents. Many of these licensed patents are over ten years old and the standard life of a patent is 20 years from its initial filing date. If in the future we no longer have rights to one or more of these licensed patents, our patent coverage may be compromised, which in turn could affect our ability to protect our Inspire system or defend against competitors.

              We own numerous issued patents and pending patent applications that relate to our system. As of January 31, 2018, we had rights to 19 issued U.S. patents, 21 issued foreign patents, 20 pending U.S.

43


Table of Contents

patent applications and 27 pending foreign patent applications. Assuming all required fees are paid, issued U.S. patents owned by us will expire between 2018 and 2035.

              We cannot provide any assurances that any of our patents have, or that any of our pending patent applications that mature into issued patents will include, claims with a scope sufficient to protect our Inspire system, any additional features we develop for our Inspire system or any new products. Other parties may have developed technologies that may be related or competitive to our system, may have filed or may file patent applications and may have received or may receive patents that overlap or conflict with our patent applications, either by claiming the same methods or devices or by claiming subject matter that could dominate our patent position. The patent positions of medical device companies, including our patent position, may involve complex legal and factual questions, and, therefore, the scope, validity and enforceability of any patent claims that we may obtain cannot be predicted with certainty. Patents, if issued, may be challenged, deemed unenforceable, invalidated or circumvented. Proceedings challenging our patents could result in either loss of the patent or denial of the patent application or loss or reduction in the scope of one or more of the claims of the patent or patent application. In addition, such proceedings may be costly. Thus, any patents that we may own may not provide any protection against competitors. Furthermore, an adverse decision in an interference proceeding can result in a third party receiving the patent right sought by us, which in turn could affect our ability to commercialize our products.

              Though an issued patent is presumed valid and enforceable, its issuance is not conclusive as to its validity or its enforceability and it may not provide us with adequate proprietary protection or competitive advantages against competitors with similar products. Competitors could purchase our Inspire system and attempt to replicate some or all of the competitive advantages we derive from our development efforts, willfully infringe our intellectual property rights, design around our patents, or develop and obtain patent protection for more effective technologies, designs or methods. We may be unable to prevent the unauthorized disclosure or use of our technical knowledge or trade secrets by consultants, suppliers, vendors, former employees and current employees. The laws of some foreign countries do not protect our proprietary rights to the same extent as the laws of the United States, and we may encounter significant problems in protecting our proprietary rights in these countries.

              Our ability to enforce our patent rights depends on our ability to detect infringement. It may be difficult to detect infringers who do not advertise the components that are used in their products. Moreover, it may be difficult or impossible to obtain evidence of infringement in a competitor's or potential competitor's product. We may not prevail in any lawsuits that we initiate and the damages or other remedies awarded if we were to prevail may not be commercially meaningful.

              In addition, proceedings to enforce or defend our patents could put our patents at risk of being invalidated, held unenforceable or interpreted narrowly. Such proceedings could also provoke third parties to assert claims against us, including that some or all of the claims in one or more of our patents are invalid or otherwise unenforceable. If any of our patents covering our Inspire system are invalidated or found unenforceable, or if a court found that valid, enforceable patents held by third parties covered one or more of our products, our competitive position could be harmed or we could be required to incur significant expenses to enforce or defend our rights.

              The degree of future protection for our proprietary rights is uncertain, and we cannot ensure that:

    any of our patents, or any of our pending patent applications, if issued, will include claims having a scope sufficient to protect our Inspire system;

    any of our pending patent applications will issue as patents;

    we will be able to successfully commercialize our products on a substantial scale, if approved, before our relevant patents we may have expire;

44


Table of Contents

    we were the first to make the inventions covered by each of our patents and pending patent applications;

    we were the first to file patent applications for these inventions;

    others will not develop similar or alternative technologies that do not infringe our patents; any of our patents will be found to ultimately be valid and enforceable;

    any patents issued to us will provide a basis for an exclusive market for our commercially viable products, will provide us with any competitive advantages or will not be challenged by third parties;

    we will develop additional proprietary technologies or products that are separately patentable; or

    our commercial activities or products will not infringe upon the patents of others.

              We rely, in part, upon unpatented trade secrets, unpatented know-how and continuing technological innovation to develop and maintain our competitive position, which we seek to protect, in part, by confidentiality agreements with our employees and our collaborators and consultants. We also have agreements with our employees and consultants that obligate them to assign their inventions to us and have non-compete agreements with some, but not all, of our consultants. It is possible that technology relevant to our business will be independently developed by a person that is not a party to such an agreement. Furthermore, if the employees and consultants who are parties to these agreements breach or violate the terms of these agreements, we may not have adequate remedies for any such breach or violation, and we could lose our trade secrets through such breaches or violations. Further, our trade secrets could otherwise become known or be independently discovered by our competitors.

Litigation or other proceedings or third-party claims of intellectual property infringement could require us to spend significant time and money and could prevent us from selling our products or affect our stock price.

              Our commercial success will depend in part on not infringing the patents or violating the other proprietary rights of others. Significant litigation regarding patent rights occurs in our industry. Our competitors in both the United States and abroad, many of which have substantially greater resources and have made substantial investments in patent portfolios and competing technologies, may have applied for or obtained or may in the future apply for and obtain, patents that will prevent, limit or otherwise interfere with our ability to make, use and sell our products. We do not always conduct independent reviews of patents issued to third parties. In addition, patent applications in the United States and elsewhere can be pending for many years before issuance, or unintentionally abandoned patents or applications can be revived, so there may be applications of others now pending or recently revived patents of which we are unaware. These applications may later result in issued patents, or the revival of previously abandoned patents, that will prevent, limit or otherwise interfere with our ability to make, use or sell our products. Third parties may, in the future, assert claims that we are employing their proprietary technology without authorization, including claims from competitors or from non-practicing entities that have no relevant product revenue and against whom our own patent portfolio may have no deterrent effect. As we continue to commercialize our products in their current or updated forms, launch new products and enter new markets, we expect competitors may claim that one or more of our products infringe their intellectual property rights as part of business strategies designed to impede our successful commercialization and entry into new markets. The large number of patents, the rapid rate of new patent applications and issuances, the complexities of the technology involved, and the uncertainty of litigation may increase the risk of business resources and management's attention being diverted to patent litigation. We have, and we may in the future, receive letters or other threats or claims from third parties inviting us to take licenses under, or alleging that we infringe, their patents.

45


Table of Contents

              Moreover, we may become party to future adversarial proceedings regarding our patent portfolio or the patents of third parties. Such proceedings could include supplemental examination or contested post-grant proceedings such as review, reexamination, inter partes review, interference or derivation proceedings before the U.S. Patent and Trademark Office and challenges in U.S. District Court. Patents may be subjected to opposition, post-grant review or comparable proceedings lodged in various foreign, both national and regional, patent offices. The legal threshold for initiating litigation or contested proceedings may be low, so that even lawsuits or proceedings with a low probability of success might be initiated. Litigation and contested proceedings can also be expensive and time-consuming, and our adversaries in these proceedings may have the ability to dedicate substantially greater resources to prosecuting these legal actions than we can. We may also occasionally use these proceedings to challenge the patent rights of others. We cannot be certain that any particular challenge will be successful in limiting or eliminating the challenged patent rights of the third party.

              Any lawsuits resulting from such allegations could subject us to significant liability for damages and invalidate our proprietary rights. Any potential intellectual property litigation also could force us to do one or more of the following:

    stop making, selling or using products or technologies that allegedly infringe the asserted intellectual property;

    lose the opportunity to license our technology to others or to collect royalty payments based upon successful protection and assertion of our intellectual property rights against others; incur significant legal expenses;

    pay substantial damages or royalties to the party whose intellectual property rights we may be found to be infringing;

    pay the attorney's fees and costs of litigation to the party whose intellectual property rights we may be found to be infringing;

    redesign those products that contain the allegedly infringing intellectual property, which could be costly, disruptive and infeasible; and

    attempt to obtain a license to the relevant intellectual property from third parties, which may not be available on reasonable terms or at all, or from third parties who may attempt to license rights that they do not have.

              Any litigation or claim against us, even those without merit, may cause us to incur substantial costs, and could place a significant strain on our financial resources, divert the attention of management from our core business and harm our reputation. If we are found to infringe the intellectual property rights of third parties, we could be required to pay substantial damages (which may be increased up to three times of awarded damages) and/or substantial royalties and could be prevented from selling our products unless we obtain a license or are able to redesign our products to avoid infringement. Any such license may not be available on reasonable terms, if at all, and there can be no assurance that we would be able to redesign our products in a way that would not infringe the intellectual property rights of others. We could encounter delays in product introductions while we attempt to develop alternative methods or products. If we fail to obtain any required licenses or make any necessary changes to our products or technologies, we may have to withdraw existing products from the market or may be unable to commercialize one or more of our products.

              In addition, we generally indemnify our customers with respect to infringement by our products of the proprietary rights of third parties. Third parties may assert infringement claims against our customers. These claims may require us to initiate or defend protracted and costly litigation on behalf of our customers, regardless of the merits of these claims. If any of these claims succeed or settle, we may be forced to pay damages or settlement payments on behalf of our customers or may be required

46


Table of Contents

to obtain licenses for the products they use. If we cannot obtain all necessary licenses on commercially reasonable terms, our customers may be forced to stop using our products.

If we are unable to protect the confidentiality of our trade secrets, our business and competitive position could be harmed.

              In addition to patent protection, we also rely upon copyright and trade secret protection, as well as non-disclosure agreements and invention assignment agreements with our employees, consultants and third parties, to protect our confidential and proprietary information. In addition to contractual measures, we try to protect the confidential nature of our proprietary information using commonly accepted physical and technological security measures. Such measures may not, for example, in the case of misappropriation of a trade secret by an employee or third party with authorized access, provide adequate protection for our proprietary information. Our security measures may not prevent an employee or consultant from misappropriating our trade secrets and providing them to a competitor, and recourse we take against such misconduct may not provide an adequate remedy to protect our interests fully. Unauthorized parties may also attempt to copy or reverse engineer certain aspects of our products that we consider proprietary. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive and time-consuming, and the outcome is unpredictable. Even though we use commonly accepted security measures, trade secret violations are often a matter of state law, and the criteria for protection of trade secrets can vary among different jurisdictions. In addition, trade secrets may be independently developed by others in a manner that could prevent legal recourse by us. If any of our confidential or proprietary information, such as our trade secrets, were to be disclosed or misappropriated, or if any such information was independently developed by a competitor, our business and competitive position could be harmed.

We may be unable to enforce our intellectual property rights throughout the world.

              The laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of the United States. Many companies have encountered significant problems in protecting and defending intellectual property rights in certain foreign jurisdictions. This could make it difficult for us to stop infringement of our foreign patents, if obtained, or the misappropriation of our other intellectual property rights. For example, some foreign countries have compulsory licensing laws under which a patent owner must grant licenses to third parties. In addition, some countries limit the enforceability of patents against third parties, including government agencies or government contractors. In these countries, patents may provide limited or no benefit. Patent protection must ultimately be sought on a country-by-country basis, which is an expensive and time-consuming process with uncertain outcomes. Accordingly, we may choose not to seek patent protection in certain countries, and we will not have the benefit of patent protection in such countries.

              Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business. Accordingly, our efforts to protect our intellectual property rights in such countries may be inadequate. In addition, changes in the law and legal decisions by courts in the United States and foreign countries may affect our ability to obtain adequate protection for our technology and the enforcement of our intellectual property.

Third parties may assert ownership or commercial rights to inventions we develop.

              Third parties may in the future make claims challenging the inventorship or ownership of our intellectual property. We have written agreements with collaborators that provide for the ownership of intellectual property arising from our collaborations. In addition, we may face claims by third parties that our agreements with employees, contractors or consultants obligating them to assign intellectual property to us are ineffective or in conflict with prior or competing contractual obligations of assignment, which could result in ownership disputes regarding intellectual property we have developed

47


Table of Contents

or will develop and interfere with our ability to capture the commercial value of such intellectual property. Litigation may be necessary to resolve an ownership dispute, and if we are not successful, we may be precluded from using certain intellectual property or may lose our exclusive rights in that intellectual property. Either outcome could harm our business and competitive position.

Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets.

              We employ individuals who previously worked with other companies, including our competitors or potential competitors. Although we try to ensure that our employees and consultants do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or our employees, consultants or independent contractors have inadvertently or otherwise used or disclosed intellectual property or personal data, including trade secrets or other proprietary information, of a former employer or other third party. Litigation may be necessary to defend against these claims. If we fail in defending any such claims or settling those claims, in addition to paying monetary damages or a settlement payment, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.

Recent changes in U.S. patent laws may limit our ability to obtain, defend and/or enforce our patents.

              Recent patent reform legislation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents. The Leahy-Smith America Invents Act, or the Leahy-Smith Act, includes a number of significant changes to U.S. patent law. These include provisions that affect the way patent applications are prosecuted and also affect patent litigation. The U.S. Patent and Trademark Office recently developed new regulations and procedures to govern administration of the Leahy-Smith Act, and many of the substantive changes to patent law associated with the Leahy-Smith Act, and in particular, the first to file provisions, which became effective on March 16, 2013. The first to file provisions limit the rights of an inventor to patent an invention if not the first to file an application for patenting that invention, even if such invention was the first invention. Accordingly, it is not clear what, if any, impact the Leahy-Smith Act will have on the operation of our business.

              However, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the enforcement and defense of our issued patents. For example, the Leahy-Smith Act provides that an administrative tribunal known as the Patent Trial and Appeals Board, or PTAB, provides a venue for challenging the validity of patents at a cost that is much lower than district court litigation and on timelines that are much faster. Although it is not clear what, if any, long-term impact the PTAB proceedings will have on the operation of our business, the initial results of patent challenge proceedings before the PTAB since its inception in 2013 have resulted in the invalidation of many U.S. patent claims. The availability of the PTAB as a lower-cost, faster and potentially more potent tribunal for challenging patents could increase the likelihood that our own patents will be challenged, thereby increasing the uncertainties and costs of maintaining and enforcing them.

Risks Related to Our Common Stock and this Offering

There has been no prior public market for our common stock and an active trading market may never develop or be sustained.

              Prior to this offering, there has been no public market for our common stock. Although we have applied to have our common stock listed on the New York Stock Exchange, or NYSE, an active trading market for our common stock may never develop following completion of this offering or, if developed, may not be sustained. The lack of an active trading market may impair the value of your

48


Table of Contents

shares and your ability to sell your shares at the time you wish to sell them. An inactive trading market may also impair our ability to raise capital by selling shares of our common stock and enter into strategic partnerships or acquire other complementary products, technologies or businesses by using shares of our common stock as consideration. Furthermore, although we have applied to have our common stock listed on the NYSE, even if listed, there can be no guarantee that we will continue to satisfy the continued listing standards of the NYSE. If we fail to satisfy the continued listing standards, we could be de-listed, which would have a negative effect on the price of our common stock.

We expect that the price of our common stock will fluctuate substantially and you may not be able to sell the shares you purchase in this offering at or above the offering price.

              The initial public offering price for the shares of our common stock sold in this offering is determined by negotiation between the representatives of the underwriters and us. This price may not reflect the market price of our common stock following this offering. In addition, the market price of our common stock is likely to be highly volatile and may fluctuate substantially due to many factors, including:

    the volume and timing of sales of our products;

    the introduction of new products or product enhancements by us or others in our industry;

    disputes or other developments with respect to our or others' intellectual property rights;

    our ability to develop, obtain regulatory clearance or approval for, and market new and enhanced products on a timely basis;

    product liability claims or other litigation;

    quarterly variations in our results of operations or those of others in our industry;

    media exposure of our products or of those of others in our industry;

    changes in governmental regulations or in reimbursement;

    changes in earnings estimates or recommendations by securities analysts; and

    general market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors.

              In recent years, the stock markets generally have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may significantly affect the market price of our common stock, regardless of our actual operating performance. These fluctuations may be even more pronounced in the trading market for our common stock shortly following this offering. If the market price of shares of our common stock after this offering does not ever exceed the initial public offering price, you may not realize any return on your investment in us and may lose some or all of your investment.

              In addition, in the past, class action litigation has often been instituted against companies whose securities have experienced periods of volatility in market price. Securities litigation brought against us following volatility in our stock price, regardless of the merit or ultimate results of such litigation, could result in substantial costs, which would hurt our financial condition and operating results and divert management's attention and resources from our business.

49


Table of Contents

We are an "emerging growth company" and the reduced disclosure requirements applicable to "emerging growth companies" may make our common stock less attractive to investors.

              We are an "emerging growth company," as defined in the JOBS Act, and we may take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not "emerging growth companies." In particular, while we are an "emerging growth company" (1) we will not be required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, (2) we will be exempt from any rules that could be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotations or a supplement to the auditor's report on financial statements, (3) we will be subject to reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and (4) we will not be required to hold nonbinding advisory votes on executive compensation or stockholder approval of any golden parachute payments not previously approved.

              We may remain an "emerging growth company" until as late as December 31, 2023, the fiscal year-end following the fifth anniversary of the completion of this initial public offering, though we may cease to be an "emerging growth company" earlier under certain circumstances, including if (1) we have more than $1.07 billion in annual revenue in any fiscal year, (2) the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30 or (3) we issue more than $1.0 billion of non-convertible debt over a three-year period.

              The exact implications of the JOBS Act are still subject to interpretations and guidance by the SEC and other regulatory agencies, and we cannot assure you that we will be able to take advantage of all of the benefits of the JOBS Act. In addition, investors may find our common stock less attractive to the extent we rely on the exemptions and relief granted by the JOBS Act. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may decline or become more volatile.

Because we have opted to take advantage of the JOBS Act provision which allows us to delay implementing new accounting standards, our consolidated financial statements may not be directly comparable to other public companies.

              Pursuant to the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. Because we have elected to take advantage of this provision of the JOBS Act, our consolidated financial statements and the reported results of operations contained therein may not be directly comparable to those of other public companies.

If you purchase shares of our common stock in this offering, you will incur immediate and substantial dilution in the book value of your shares.

              Investors purchasing shares of our common stock in this offering will pay a price per share that substantially exceeds the pro forma as adjusted net tangible book value per share of our common stock. As a result, investors purchasing common stock in this offering will incur immediate dilution of $      per share, representing the difference between our assumed initial public offering price of $      per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and our pro forma as adjusted net tangible book value per share as of December 31, 2017. To the extent outstanding options to purchase shares of our common stock are exercised, new investors may incur

50


Table of Contents

further dilution. For more information on the dilution you may experience as a result of investing in this offering, see the section of this prospectus entitled "Dilution."

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well.

              Sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that these sales may occur, could result in a decrease in the market price of our common stock. Immediately after this offering, we will have outstanding                shares of common stock, based on the number of shares common stock outstanding as of December 31, 2017, after giving effect to the automatic conversion of all outstanding shares of our convertible preferred stock into shares of our common stock immediately prior to the closing of this offering. This includes the shares that we are selling in this offering, which may be resold in the public market immediately without restriction, unless purchased by our affiliates or existing stockholders. Of the remaining shares,                shares are currently restricted as a result of securities laws or 180-day lock-up agreements (which may be waived, with or without notice, by Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman Sachs & Co. LLC) but will be able to be sold beginning 180 days after this offering, unless held by one of our affiliates, in which case the resale of those securities will be subject to volume limitations under Rule 144 of the Securities Act of 1933, as amended. See "Shares Eligible for Future Sale." Moreover, after this offering, holders of an aggregate of up to                shares of our common stock, including shares of our common stock issuable upon the conversion of the shares of our convertible preferred stock immediately prior to the closing of this offering, will have rights, subject to certain conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other stockholders as described in the section of this prospectus entitled "Description of Capital Stock—Registration Rights." We also intend to register all shares of common stock that we may issue under our equity compensation plans. Once we register these shares, they can be freely sold in the public market, subject to volume limitations applicable to affiliates and the lock-up agreements referred to above and described in the section of this prospectus entitled "Underwriting."

Our directors, officers and principal stockholders have significant voting power and may take actions that may not be in the best interests of our other stockholders.

              After this offering, our officers, directors and principal stockholders each holding more than 5% of our common stock, collectively, will control approximately    % of our outstanding common stock. As a result, these stockholders, if they act together, will be able to control the management and affairs of our Company and most matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. The interests of these stockholders may not be the same as or may even conflict with your interests. For example, these stockholders could attempt to delay or prevent a change in control of the Company, even if such change in control would benefit our other stockholders, which could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of the Company or our assets, and might affect the prevailing market price of our common stock due to investors' perceptions that conflicts of interest may exist or arise. As a result, this concentration of ownership may not be in the best interests of our other stockholders.

We will have broad discretion in the use of proceeds of this offering designated for working capital and general corporate purposes.

              We intend to use the net proceeds from this offering to hire additional sales and marketing personnel and expand marketing programs primarily in the United States, to fund product development

51


Table of Contents

and research and development activities and the remainder for working capital and general corporate purposes. Within those categories, we have not determined the specific allocation of the net proceeds of this offering. Our management will have broad discretion over the use and investment of the net proceeds of this offering within those categories. Accordingly, investors in this offering have only limited information concerning management's specific intentions and will need to rely upon the judgment of our management with respect to the use of proceeds.

We expect to incur significant additional costs as a result of being a public company, which may adversely affect our business, financial condition and results of operations.

              Upon completion of this offering, we expect to incur costs associated with corporate governance requirements that will become applicable to us as a public company, including rules and regulations of the SEC, under the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and the Exchange Act, as well as the rules of the NYSE. These rules and regulations are expected to significantly increase our accounting, legal and financial compliance costs and make some activities more time-consuming. We also expect these rules and regulations to make it more expensive for us to maintain directors' and officers' liability insurance. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers. Accordingly, increases in costs incurred as a result of becoming a publicly traded company may adversely affect our business, financial condition and results of operations.

As a result of becoming a public company, we will be obligated to develop and maintain proper and effective internal controls over financial reporting and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our Company and, as a result, the value of our common stock.

              To comply with the requirements of being a public company, we will need to undertake various actions, including implementing new internal controls and procedures and hiring new accounting or internal audit staff. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that information required to be disclosed in reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is accumulated and communicated to our principal executive and financial officers. Our current controls and any new controls that we develop may become inadequate and weaknesses in our internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls when we become subject to this requirement could negatively affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we may be required to include in our periodic reports we will file with the SEC under Section 404 of the Sarbanes-Oxley Act, harm our operating results, cause us to fail to meet our reporting obligations or result in a restatement of our prior period financial statements. In the event that we are not able to demonstrate compliance with the Sarbanes-Oxley Act, that our internal control over financial reporting is perceived as inadequate or that we are unable to produce timely or accurate financial statements, investors may lose confidence in our operating results and the price of our common stock could decline. In addition, if we are unable to continue to meet these requirements, we may be unable to remain listed on the NYSE.

              Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until the later of our second annual report or the first annual report required to be filed with the SEC following the date we are no longer an "emerging growth company," as defined in the JOBS Act, depending on whether we choose to rely on certain exemptions set forth in the JOBS Act.

52


Table of Contents

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

              Upon the closing of this offering, we will become subject to the periodic reporting requirements of the Exchange Act. We designed our disclosure controls and procedures to provide reasonable assurance that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

              These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.

Provisions in our corporate charter documents and under Delaware law could make an acquisition of us more difficult and may prevent attempts by our stockholders to replace or remove our current management.

              Provisions in our amended and restated certificate of incorporation and our amended and restated bylaws that will become effective upon the closing of this offering may discourage, delay or prevent a merger, acquisition or other change in control of us that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, thereby depressing the market price of our common stock. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors. Because our board of directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by our stockholders to replace current members of our management team. These provisions provide, among other things, that:

    our board of directors has the exclusive right to expand the size of our board of directors and to elect directors to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;

    our board of directors is divided into three classes, Class I, Class II and Class III, with each class serving staggered three-year terms, which may delay the ability of stockholders to change the membership of a majority of our board of directors;

    our stockholders may not act by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

    a special meeting of stockholders may be called only by the chairman of our board of directors, our chief executive officer or a majority of our board of directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;

    our amended and restated certificate of incorporation prohibits cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

    our board of directors may alter certain provisions of our bylaws without obtaining stockholder approval;

53


Table of Contents

    the approval of the holders of at least two-thirds of the shares entitled to vote at an election of directors is required to adopt, amend or repeal our bylaws or repeal the provisions of our amended and restated certificate of incorporation regarding the election and removal of directors;

    stockholders must provide advance notice and additional disclosures in order to nominate individuals for election to the board of directors or to propose matters that can be acted upon at a stockholders' meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror's own slate of directors or otherwise attempting to obtain control of our Company; and

    our board of directors is authorized to issue shares of preferred stock and to determine the terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer.

              Moreover, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which prohibits a person who owns in excess of 15% of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner.

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

              Our amended and restated certificate of incorporation that will become effective upon the completion of this offering provides that the Court of Chancery of the State of Delaware is the exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty or other wrongdoing by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or amended and restated bylaws or (iv) any action asserting a claim governed by the internal affairs doctrine. We believe this provision benefits us by providing increased consistency in the application of Delaware law by chancellors particularly experienced in resolving corporate disputes, efficient administration of cases on a more expedited schedule relative to other forums and protection against the burdens of multi-forum litigation. However, this provision may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions.

Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain.

              We have never declared or paid cash dividends on our capital stock. We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business. In addition, the agreement governing our credit facility precludes, and any future debt agreements may preclude, us from paying cash dividends. As a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.

54


Table of Contents

Securities analysts may not publish favorable research or reports about our business or may publish no information at all, which could cause our stock price or trading volume to decline.

              If a trading market for our common stock develops, the trading market will be influenced to some extent by the research and reports that industry or financial analysts publish about us and our business. We do not control these analysts. As a newly public company, we may be slow to attract research coverage and the analysts who publish information about our common stock will have had relatively little experience with us or our industry, which could affect their ability to accurately forecast our results and could make it more likely that we fail to meet their estimates. In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us provide inaccurate or unfavorable research or issue an adverse opinion regarding our stock price, our stock price could decline. If one or more of these analysts cease coverage of us or fail to publish reports covering us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline and result in the loss of all or a part of your investment in us.

The impact of the Tax Reform Bill could have a negative effect on us or our stockholders.

              On December 20, 2017, the U.S. Congress passed the Tax Cuts and Jobs Act of 2017 (H.R. 1), or the Tax Reform Bill, and on December 22, 2017, President Trump signed the Tax Reform Bill into law. The Tax Reform Bill makes significant changes to the U.S. federal income tax rules applicable to both individuals and entities, including corporations. There is significant uncertainty as to the impact of the Tax Reform Bill on us and on any investment in our common stock. You should consult with your tax advisor with respect to the status of U.S. tax reform and its potential effect on your investment in our common stock.

55


Table of Contents


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

              This prospectus contains forward-looking statements. All statements other than statements of historical facts contained in this prospectus are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expect," "plan," "anticipate," "could," "intend," "target," "project," "contemplate," "believe," "estimate," "predict," "potential" or "continue" or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements include, but are not limited to, statements concerning:

    estimates regarding the annual total addressable market for our Inspire therapy in the United States and our market opportunity outside the United States, future results of operations, financial position, research and development costs, capital requirements and our needs for additional financing;

    commercial success and market acceptance of our Inspire therapy;

    our ability to achieve and maintain adequate levels of coverage or reimbursement for our Inspire system or any future products we may seek to commercialize;

    competitive companies and technologies in our industry;

    our ability to enhance our Inspire system, expand our indications and develop and commercialize additional products;

    our business model and strategic plans for our products, technologies and business, including our implementation thereof;

    our ability to accurately forecast customer demand for our Inspire system and manage our inventory;

    our ability to expand, manage and maintain our direct sales and marketing organization, and to market and sell our Inspire system in markets outside of the United States;

    our ability to hire and retain our senior management and other highly qualified personnel;

    our ability to obtain additional financing in this or future offerings;

    our ability to commercialize or obtain regulatory approvals for our Inspire therapy and system, or the effect of delays in commercializing or obtaining regulatory approvals;

    FDA or other U.S. or foreign regulatory actions affecting us or the healthcare industry generally, including healthcare reform measures in the United States and international markets;

    the timing or likelihood of regulatory filings and approvals;

    our ability to establish and maintain intellectual property protection for our Inspire therapy and system or avoid claims of infringement;

    the volatility of the trading price of our common stock;

    our expectations regarding the use of proceeds from this offering; and

    our expectations about market trends.

              The forward-looking statements in this prospectus are only predictions and are based largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this prospectus and are subject to a number of known and unknown risks,

56


Table of Contents

uncertainties and assumptions, including those described under the sections in this prospectus entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this prospectus. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise. The forward-looking statements contained in this prospectus are excluded from the safe harbor protection provided by the Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended.


MARKET AND INDUSTRY DATA

              Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations, market position and market opportunity, is based on our management's estimates and research, as well as industry and general publications and research, surveys and studies conducted by third parties. We believe that the information from these third-party publications, research, surveys and studies included in this prospectus is reliable. Management's estimates are derived from publicly available information, their knowledge of our industry and their assumptions based on such information and knowledge, which we believe to be reasonable. This data involves a number of assumptions and limitations which are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in "Risk Factors." These and other factors could cause our future performance to differ materially from our assumptions and estimates.

57


Table of Contents


USE OF PROCEEDS

              We estimate that the net proceeds to us from this offering will be approximately $             million, assuming an initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters' option to purchase additional shares from us is exercised in full, we estimate that our net proceeds will be approximately $             million. Each $1.00 increase (decrease) in the assumed initial public offering price of $            per share would increase (decrease) the net proceeds to us from this offering by approximately $             million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1.0 million in the number of shares we are offering would increase (decrease) the net proceeds to us from this offering by approximately $             million, assuming the assumed initial public offering price stays the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

              The principal purposes of this offering are to obtain additional capital to support our operations, to create a public market for shares of our common stock, to facilitate our future access to the public equity markets and to increase awareness of our company among potential customers. We intend to use the net proceeds from this offering as follows:

    approximately $          million to hire additional sales and marketing personnel and expand marketing programs both in the United States and in Europe;

    approximately $          million to fund product development and research and development activities; and

    the remainder for working capital and general corporate purposes.

              We may also use a portion of the net proceeds from this offering to acquire, in-license or invest in products, technologies or businesses that are complementary to our business. However, we currently have no agreements or commitments to complete any such transaction.

              As of the date of this prospectus, we cannot estimate with certainty the amount of net proceeds to be used for the purposes described above. We may find it necessary or advisable to use the net proceeds for other purposes, and we will have broad discretion in the application of the net proceeds. Pending the uses described above, we plan to invest the net proceeds from this offering in short- and intermediate-term, interest-bearing obligations, investment-grade instruments or other securities.

58


Table of Contents


DIVIDEND POLICY

              We have never declared or paid any cash dividends on our capital stock. We intend to retain future earnings, if any, to finance the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, business prospects and other factors our board of directors deems relevant, and subject to the restrictions contained in any future financing instruments. In addition, our ability to pay cash dividends is currently restricted by the terms of the agreement governing our credit facility. Our ability to pay cash dividends on our capital stock in the future may also be limited by the terms of any preferred securities we may issue or agreements governing any additional indebtedness we may incur.

59


Table of Contents


CAPITALIZATION

              The following table sets forth our cash, cash equivalents and short-term investments and capitalization as of December 31, 2017, as follows:

    on an actual basis;

    on a pro forma basis to give effect to: (i) the automatic conversion of all outstanding shares of our convertible preferred stock into 80,543,081 shares of our common stock immediately prior to the closing of this offering; (ii) the conversion of all outstanding warrants to purchase shares of our convertible preferred stock into warrants to purchase 423,784 shares of our common stock immediately prior to the closing of this offering; and (iii) the effectiveness of our amended and restated certificate of incorporation; and

    on a pro forma as adjusted basis to give further effect to our issuance and sale of                        shares of common stock in this offering at an assumed initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

              Our capitalization following the closing of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this information in conjunction with our financial statements and the related notes appearing at the end of this prospectus, the information set forth under the headings "Use of Proceeds," "Selected Historical Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the other financial information contained in this prospectus.

60


Table of Contents

 
  As of December 31, 2017  
 
  Actual   Pro Forma(1)   Pro Forma
As
Adjusted(2)
 
 
   
  (unaudited)
  (unaudited)
 
 
  (in thousands, except share and
per share data)

 

Cash, cash equivalents and short-term investments

  $ 16,143   $ 16,143   $           

Notes payable(3)

  $ 16,460   $ 16,460   $    

Preferred stock warrants

    157            

Stockholders' equity:

                   

Common stock, par value $0.001 per share; 110,000,000 shares authorized, 8,461,701 shares issued and outstanding, actual;            shares authorized, 89,004,782 shares issued and outstanding, pro forma;            shares authorized,             shares issued and outstanding, pro forma as adjusted

    9     89        

Convertible preferred stock, par value $0.001 per share; 76,894,620 shares authorized, 76,235,050 shares issued and outstanding, actual; no shares authorized, issued or outstanding, pro forma and pro forma as adjusted

    119,106            

Preferred stock, par value $0.001 per share; no shares authorized, issued and outstanding, actual;            shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted

               

Additional paid-in capital

    7,297     126,480        

Accumulated deficit

    (125,085 )   (125,085 )      

Total stockholders' equity

    1,327     1,484        

Total capitalization

  $ 17,944   $ 17,944   $           

(1)
Does not reflect (i) $8.0 million in additional borrowings we incurred under our credit facility on February 7, 2018 and (ii) the issuance of warrants to purchase 233,577 shares of our convertible preferred stock at an exercise price of $1.37 per share on February 7, 2018 in connection with the $8.0 million in additional borrowings incurred on that date under our credit facility.

(2)
Each $1.00 increase (decrease) in the assumed initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents, additional paid-in capital, total stockholders' equity and total capitalization by approximately $             million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1.0 million shares in the number of shares offered by us at the assumed initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash, cash equivalents and short-term investments, additional paid-in capital, total stockholders' equity and total capitalization by approximately $             million, assuming the shares of our common stock offered by this prospectus are sold at the assumed initial public offering price of $            per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

61


Table of Contents

(3)
Represents borrowings outstanding under our credit facility. See "Management's Discussion and Analysis of Financial Conditions and Results of Operations—Liquidity and Capital Resources—Indebtedness."

The number of shares in the table above does not include:

13,777,497 shares of our common stock issuable upon the exercise of options outstanding as of December 31, 2017, at a weighted-average exercise price of $0.22 per share;

1,994,563 shares of our common stock that remain available for issuance under our Existing Incentive Plans as of December 31, 2017;

423,784 shares of our common stock issuable upon the exercise of warrants to purchase shares of our convertible preferred stock outstanding as of December 31, 2017, which will convert into warrants to purchase shares of our common stock immediately prior to the closing of this offering, at a weighted average exercise price of $1.41 per share;

233,577 shares of our common stock issuable upon the exercise of warrants to purchase our convertible preferred stock that were issued on February 7, 2018, which will convert into warrants to purchase shares of our common stock immediately prior to the closing of this offering, at an exercise price of $1.37 per share;

            shares of our common stock reserved for future issuance under our 2018 Plan, which will become effective upon the effectiveness of the registration statement of which this prospectus forms a part; and

            shares of our common stock reserved for future issuance under our ESPP, which will become effective upon the effectiveness of the registration statement of which this prospectus forms a part.

62


Table of Contents


DILUTION

              If you invest in our common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share and the pro forma as adjusted net tangible book value per share of our common stock after this offering.

              As of December 31, 2017, our historical net tangible book value was $1.3 million, or $0.16 per share of our common stock. Net tangible book value per share represents the book value of our total tangible assets less the book value of our total liabilities, divided by the number of shares of our common stock outstanding as of December 31, 2017.

              Our pro forma net tangible book value as of December 31, 2017 was $1.5 million, or $0.02 per share of our common stock. Pro forma net tangible book value per share represents our net tangible book value divided by the number of shares of our common stock outstanding as of December 31, 2017, after giving effect to (i) the automatic conversion of all outstanding shares of our convertible preferred stock into 80,543,081 shares of our common stock, and (ii) the conversion of all outstanding warrants to purchase shares of our convertible preferred stock into warrants to purchase 423,784 shares of our common stock, in each case, immediately prior to the closing of this offering.

              After giving further effect to our sale of              shares of our common stock in this offering at an assumed initial public offering price of $      per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of December 31, 2017 would have been approximately $       million, or approximately $      per share. This amount represents an immediate increase in pro forma net tangible book value of $      per share to our existing stockholders and an immediate dilution in pro forma net tangible book value of approximately $      per share to new investors purchasing shares of our common stock in this offering. We determine dilution by subtracting our pro forma as adjusted net tangible book value per share after this offering from the amount of cash per common share paid by new investors in this offering. The following table illustrates this dilution:

Assumed initial public offering price per share

        $    

Historical net tangible book value per share as of December 31, 2017

  $ 0.16        

Decrease in pro forma net tangible book value per share

    (0.14 )      

Pro forma net tangible book value per share as of December 31, 2017

    0.02        

Increase in pro forma net tangible book value per share attributable to new investors participating in this offering

             

Pro forma as adjusted net tangible book value per share after this offering

        $    

Dilution per share to new investors in this offering

        $    

              Each $1.00 increase (decrease) in the assumed initial public offering price of $      per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted net tangible book value per share after this offering by approximately $      , and dilution per share to new investors by approximately $      , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 1.0 million shares in the number of shares offered by us would increase (decrease) our pro forma as adjusted net tangible book value per share after this offering by approximately $      per share and decrease (increase) the dilution to new investors by approximately $      per share, assuming the assumed initial public offering price remains the same, and after deducting the estimated underwriting discounts and commissions and the estimated offering expenses payable by us.

63


Table of Contents

              If the underwriters' option to purchase additional shares of our common stock is exercised in full, our pro forma as adjusted net tangible book value per share after this offering would be $      , the increase in pro forma net tangible book value per share attributable to new investors would be $      and the dilution per share to new investors would be $      , in each case assuming an initial public offering price of $      per share, which is the midpoint of the price range set forth on the cover page of this prospectus.

              The following table summarizes, on the pro forma as adjusted basis described above, as of December 31, 2017, the differences between the number of shares purchased from us, the total consideration paid to us in cash and the average price per share that existing stockholders and new investors paid. The calculation below is based on an assumed initial public offering price of $      per share, which is the midpoint of the price range set forth on the cover page of this prospectus, before deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

 
  Shares Purchased   Total
Consideration
  Average Price  
 
  Number   Percent   Amount   Percent   Per Share  

Existing stockholders

            % $         % $    

New investors

                               

Total

          100 %         100 %      

              The dilution information discussed above is illustrative only and will change based on the actual initial public offering price, the number of shares we sell and other terms of this offering that will be determined at pricing. Each $1.00 increase (decrease) in the assumed initial public offering price of $      per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the total consideration paid by new investors and the average price per share paid by new investors by $       million and $      per share, respectively. An increase (decrease) of 1.0 million shares in the number of shares offered by us would increase (decrease) the consideration paid by new investors and the average price per share paid by new investors by $       million and $      per share, respectively.

              If the underwriters exercise their option to purchase additional shares of our common stock in full, the total consideration paid by new investors and the average price per share paid by new investors would be approximately $       million and $      per share, respectively, in each case assuming an initial public offering price of $      per share, which is the midpoint of the price range set forth on the cover page of this prospectus.

              The foregoing tables and calculations are based on the number of shares of our common stock outstanding as of December 31, 2017, after giving effect to the automatic conversion of all outstanding shares of our convertible preferred stock into shares of our common stock immediately prior to the closing of this offering, and exclude:

    13,777,497 shares of our common stock issuable upon exercise of options outstanding as of December 31, 2017, at a weighted-average exercise price of $0.22 per share;

    1,994,563 shares of our common stock that remain available for issuance under our Existing Incentive Plans as of December 31, 2017;

    423,784 shares of our common stock issuable upon the exercise of warrants to purchase shares of our convertible preferred stock outstanding as of December 31, 2017, which will convert into warrants to purchase shares of our common stock immediately prior to the closing of this offering, at a weighted average exercise price of $1.41 per share;

64


Table of Contents

    233,577 shares of our common stock issuable upon the exercise of warrants to purchase our convertible preferred stock that were issued on February 7, 2018, which will convert into warrants to purchase shares of our common stock immediately prior to the closing of this offering, at an exercise price of $1.37 per share;

            shares of our common stock reserved for future issuance under our 2018 Plan, which will become effective upon the effectiveness of the registration statement of which this prospectus forms a part; and

            shares of our common stock reserved for future issuance under our ESPP, which will become effective upon the effectiveness of the registration statement of which this prospectus forms a part.

              To the extent any of the outstanding options or warrants described above are exercised, new options are issued or we issue additional shares of common stock or other equity or convertible debt securities in the future, there will be further dilution to investors participating in this offering. If all of the outstanding options and warrants described above had been exercised as of December 31, 2017, the pro forma as adjusted net tangible book value per share after this offering would be $      , and total dilution per share to new investors would be $      .

65


Table of Contents


SELECTED HISTORICAL FINANCIAL DATA

              The following tables set forth, for the periods and as of the dates indicated, our selected historical financial data. The statements of operations data for the years ended December 31, 2015, 2016 and 2017 and the balance sheet data as of December 31, 2016 and 2017 are derived from our audited financial statements included elsewhere in this prospectus. The balance sheet data as of December 31, 2015 are derived from our audited financial statements not included in this prospectus.

              Our historical results are not necessarily indicative of the results that may be expected in the future. You should read the following information together with the more detailed information contained in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and the related notes included elsewhere in this prospectus.

 
  Year ended December 31,  
 
  2015   2016   2017  
 
  (in thousands, except share and per
share data)

 

Statement of Operations Data:

                   

Revenue

  $ 8,012   $ 16,427   $ 28,567  

Cost of goods sold

    2,809     3,905     6,018  

Gross profit

    5,203     12,522     22,549  

Operating expenses:

                   

Selling and marketing

    15,291     20,019     28,552  

Research and development

    7,079     7,091     6,194  

General and administrative

    2,631     2,665     3,806  

Total operating expenses

    25,001     29,775     38,552  

Operating loss

    (19,798 )   (17,253 )   (16,003 )

Other expense (income):

                   

Interest income

    (66 )   (57 )   (203 )

Interest expense

    1,564     1,303     1,753  

Other expense (income), net

    41     29     (42 )

Loss before income taxes

    (21,337 )   (18,528 )   (17,511 )

Income taxes

             

Net loss

    (21,337 )   (18,528 )   (17,511 )

Net loss per share, basic and diluted(1)

  $ (3.12 ) $ (2.54 ) $ (2.24 )

Weighted average shares of common stock outstanding used to compute net loss per share, basic and diluted(1)

    6,835,699     7,288,489     7,824,723  

Pro forma net loss per share, basic and diluted (unaudited)(1)

              $ (0.20 )

Weighted average shares of common stock outstanding used to compute pro forma net loss per share, basic and diluted (unaudited)(1)

                85,718,069  

(1)
See note 12 to our audited financial statements included elsewhere in this prospectus for an explanation of the method used to calculate our historical and pro forma basic and diluted net loss per share.

66


Table of Contents

 
  As of December 31,  
 
  2015   2016   2017(1)  
 
  (in thousands)
 

Balance Sheet Data:

                   

Cash, cash equivalents and short-term investments

  $ 12,127   $ 6,685   $ 16,143  

Working capital(2)

    13,899     4,959     16,950  

Total assets

    18,294     13,116     25,091  

Total liabilities

    19,436     19,724     23,764  

Convertible preferred stock

    81,513     94,138     119,106  

Total stockholders' (deficit) equity

    (1,143 )   (6,608 )   1,327  

(1)
Does not reflect (i) $8.0 million in additional borrowings we incurred under our credit facility on February 7, 2018 and (ii) the issuance of warrants to purchase 233,577 shares of our convertible preferred stock at an exercise price of $1.37 per share on February 7, 2018 in connection with the $8.0 million in additional borrowings incurred under our credit facility on that date.

(2)
We define working capital as current assets less current liabilities.

67


Table of Contents


MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

              The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes to those statements included elsewhere in this prospectus. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Some of the numbers included herein have been rounded for the convenience of presentation. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under "Risk Factors" and elsewhere in this prospectus.

Overview

              We are a medical technology company focused on the development and commercialization of innovative and minimally invasive solutions for patients with obstructive sleep apnea. Our proprietary Inspire system is the first and only FDA-approved neurostimulation technology that provides a safe and effective treatment for moderate to severe obstructive sleep apnea. We have developed a novel, closed-loop solution that continuously monitors a patient's breathing and delivers mild hypoglossal nerve stimulation to maintain an open airway. Inspire therapy is indicated for patients with moderate to severe obstructive sleep apnea who do not have significant central sleep apnea and do not have a complete concentric collapse of the airway at the soft palate level. In addition, patients in the United States must have been confirmed to fail or be unable to tolerate positive airway pressure treatments, such as CPAP, and be 22 years of age or older, though there are no similar requirements for patients in Europe.

              We sell our Inspire system to hospitals and ASCs in the United States and in select countries in Europe through a direct sales organization. Our direct sales force engages in sales efforts and promotional activities focused on ENT physicians and sleep centers. In addition, we highlight our compelling clinical data and value proposition to increase awareness and adoption amongst referring physicians. We build upon this top-down approach with strong direct-to-patient marketing initiatives to create awareness of the benefits of our Inspire system and drive demand through patient empowerment. This outreach helps to educate thousands of patients on our Inspire therapy and frequently results in patient leads. We increased the number of employees in our sales, marketing and reimbursement organizations from 40 as of December 31, 2015 to 72 as of December 31, 2017.

              Although our sales and marketing efforts are directed at patients and physicians because they are the primary users of our technology, we consider the hospitals and ASCs where the procedure is performed to be our customers, as they are the purchasing agents of our Inspire system. Our customers are reimbursed the cost required to treat each patient through various third-party payors, such as commercial payors and government agencies. Our Inspire system is currently reimbursed primarily on a per-patient prior authorization basis for patients covered by commercial payors, on a medical necessity basis for most patients covered by Medicare, and under U.S. government contract for patients who are treated by the Veterans Health Administration. Approximately 230 commercial payors have reimbursed hospitals and ASCs for patients' treatment with our Inspire therapy through the prior authorization process. We have secured positive coverage policies from six U.S. commercial payors at the local and regional level. In the United States in 2017, approximately 60%, 30% and 10% of our Inspire systems were reimbursed by commercial payors, Medicare and the Veteran's Health Administration, respectively. In 2017, 85% of our revenue was derived in the United States and 15% was derived in Europe. No single customer accounted for more than 4% of our revenue.

              We rely on third-party suppliers to manufacture our Inspire system and its components. Many of these suppliers are currently single source suppliers. We seek to maintain higher levels of inventory to protect ourselves from supply interruptions, and, as a result, we are subject to the risk of inventory

68


Table of Contents

obsolescence and expiration, which could lead to inventory impairment charges. In the United States, we currently ship our Inspire system from our facility in Minnesota directly to our customers on a purchase order basis. Warehousing and shipping operations for our European customers are handled by a third-party vendor with facilities located in the Netherlands. Customers do not have the right to return non-defective product, nor do we place product on consignment. Our sales representatives do not maintain trunk stock.

              Since our inception in 2007, we have financed our operations primarily through sales of our Inspire system, private placements of our convertible preferred securities and amounts borrowed under our credit facility. We have devoted substantially all of our resources to research and development activities related to our Inspire system, including clinical and regulatory initiatives to obtain marketing approval, and sales and marketing activities. For the year ended December 31, 2017, we generated revenue of $28.6 million with a gross margin of 78.9% and had a net loss of $17.5 million compared to revenue of $16.4 million with a gross margin of 76.2% and a net loss of $18.5 million for the year ended December 31, 2016. Our accumulated deficit as of December 31, 2017 was $125.1 million.

              We have invested heavily in product development. Our research and development activities have been centered on driving continuous improvements to our Inspire therapy. We have also made significant investments in clinical studies to demonstrate the safety and efficacy of our Inspire therapy and to support regulatory submissions. We intend to make significant investments building our sales and marketing organization by increasing the number of U.S. sales representatives and continuing our direct-to-patient marketing efforts in existing and new markets throughout the United States and in Europe. We also intend to continue to make investments in research and development efforts to develop our next generation Inspire systems and support our future regulatory submissions for expanded indications and for new markets such as Japan. Because of these and other factors, we expect to continue to incur net losses for the next several years and we expect to require substantial additional funding, which may include future equity and debt financings.

Components of Our Results of Operations

Revenue

              We derive primarily all of our revenue from the sale of our Inspire system to hospitals and ASCs in the United States and select countries in Europe. Recent revenue growth has been driven by, and we expect continued growth as a result of, increased patient and physician awareness of the Inspire system, additional sales representatives and an increase in approvals of prior authorization submissions. Any reversal in these recent trends, however, could have a negative impact on our future revenue. In addition, we have expanded our sales and marketing organization to help us drive and support revenue growth and intend to continue this expansion. Moreover, we expect that our revenue growth will be positively impacted by, and to the extent, we obtain additional positive coverage policies. Our revenue has fluctuated, and we expect our revenue to continue to fluctuate, from quarter to quarter due to a variety of factors. For example, we have historically experienced seasonality in our first and fourth quarters.

Cost of Goods Sold and Gross Margin

              Cost of goods sold consists primarily of acquisition costs of the components of the Inspire system, overhead costs, scrap and inventory obsolescence, as well as distribution-related expenses such as logistics and shipping costs, net of costs charged to customers. The overhead costs include the cost of material procurement and operations supervision and management personnel. We expect overhead costs as a percentage of revenue to continue to decrease as our sales volume increases. We expect cost of goods sold to increase in absolute dollars primarily as, and to the extent, our revenue grows.

69


Table of Contents

              We calculate gross margin as gross profit divided by revenue. Our gross margin has been and we expect it will continue to be affected by a variety of factors, including manufacturing costs, the average selling price of our Inspire system, the implementation of cost-reduction strategies, inventory obsolescence costs, which generally occur when new generations of our Inspire system are introduced, and to a lesser extent the sales mix between the United States and Europe as our average selling price in the United States tends to be higher than in Europe. Our gross margin may increase over the long term to the extent our production volumes increase and we receive discounts on the costs charged by our contract manufacturers, thereby reducing our per unit costs. However, our gross margin may fluctuate from quarter to quarter due to seasonality.

Selling and Marketing Expenses

              Selling and marketing expenses consist primarily of compensation for personnel, including base salaries, stock-based compensation and commissions associated with sales results, spending related to marketing, sales operations and training and reimbursement personnel. Other selling and marketing expenses include training physicians, travel expenses, advertising, direct-to-patient promotional programs, conferences, trade shows and consulting services. We expect selling and marketing expenses to continue to increase in absolute dollars as we expand our commercial infrastructure to both drive and support our planned growth in revenue. However, we expect selling and marketing expenses to decrease as a percentage of revenue primarily as, and to the extent, our revenue grows.

Research and Development Expenses

              Research and development expenses consist primarily of product development, engineering, clinical studies to develop and support our products, regulatory expenses, testing, consulting services and other costs associated with the next generation versions of the Inspire system. These expenses include employee compensation (including stock-based compensation), supplies, materials, consulting, and travel expenses related to research and development programs. Additionally, these expenses include clinical trial management and monitoring, payments to clinical investigators, data management and travel expenses for our various clinical trials. We expect research and development expenses to increase in the future as we develop next generation versions of our Inspire system and continue to expand our clinical studies to secure positive coverage policies from private commercial payors in the United States and enter into new markets such as Europe and Japan. We expect research and development expenses as a percentage of revenue to vary over time depending on the level and timing of initiating new product development efforts and new clinical development activities.

General and Administrative Expenses

              General and administrative expenses consist primarily of payroll and personnel-related costs, including stock-based compensation, and spending related to finance, information technology and human resource functions. Other general and administrative expenses include travel expenses, professional services fees, audit fees, insurance costs and general corporate expenses, including facilities-related expenses. We expect our general and administrative expenses will significantly increase as we increase our headcount and expand administrative personnel to support our growth and operations as a public company including finance personnel and information technology services. Additionally, we anticipate increased expenses related to audit, legal, and tax-related services associated with maintaining compliance with exchange listing and Securities and Exchange Commission requirements, director and officer insurance premiums and investor relations costs associated with being a public company. We expect general and administrative expenses to continue to decrease as a percentage of revenue primarily as, and to the extent, our revenue grows.

70


Table of Contents

Other Expense, Net

              Other expense, net consists primarily of interest expense payable under our credit facility. Other items include interest income and fair value adjustments related to our outstanding convertible preferred stock warrants, which are accounted for as a liability and marked-to-market at each reporting period.

Results of Operations

 
  Year Ended December 31  
 
  2015   2016   2017  
 
  (in thousands)
 

Revenue

  $ 8,012   $ 16,427   $ 28,567  

Cost of goods sold

    2,809     3,905     6,018  

Gross profit

    5,203     12,522     22,549  

Gross margin

    64.9 %   76.2 %   78.9 %

Operating expenses:

                   

Selling and marketing

    15,291     20,019     28,552  

Research and development

    7,079     7,091     6,194  

General and administrative

    2,631     2,665     3,806  

Total operating expenses

    25,001     29,775     38,552  

Operating loss

    (19,798 )   (17,253 )   (16,003 )

Other expense, net

    1,539     1,275     1,508  

Net loss

  $ (21,337 ) $ (18,528 ) $ (17,511 )

Fiscal Year Ended December 31, 2017 Compared to Fiscal Year Ended December 31, 2016

Revenue

              Revenue increased $12.1 million, or 73.9%, to $28.6 million in fiscal year 2017 compared to $16.4 million in fiscal year 2016. The increase was attributable to an increase in sales of our Inspire system of $10.5 million in the United States and an increase of $1.6 million in Europe, primarily in Germany.

              Revenue information by region is summarized as follows:

 
  Year Ended December 31,    
   
 
 
  2016   2017   Change 2016 / 2017  
 
  (in thousands, except percentages)
 
 
  Amount   % of Revenue   Amount   % of Revenue   $   %  

United States

  $ 13,789     83.9 % $ 24,293     85.0 % $ 10,504     76.2 %

Europe

    2,638     16.1     4,274     15.0     1,636     62.0  

Total revenue

  $ 16,427     100.0 % $ 28,567     100.0 % $ 12,140     73.9 %

              Revenue generated in the United States was $24.3 million in fiscal year 2017, an increase of $10.5 million or 76.2% over fiscal year 2016. Revenue growth in the United States was primarily due to increased market penetration in existing territories, the expansion of our sales representatives into new territories, increased physician and patient awareness of our Inspire system, increased prior authorization approvals, and an increase in our average selling price.

71


Table of Contents

              Revenue generated in Europe was $4.3 million in fiscal year 2017, an increase of $1.6 million or 62.0% over fiscal year 2016. Revenue growth in Europe was primarily due to increased market penetration in existing territories and increased physician and patient awareness of our Inspire system.

Cost of Goods Sold and Gross Margin

              Cost of goods sold increased $2.1 million, or 54.1%, to $6.0 million in fiscal year 2017 compared to $3.9 million in fiscal year 2016. The increase was primarily due to increased costs to purchase manufactured products due to higher sales volume of our Inspire system.

              Gross margin increased to 78.9% in fiscal year 2017 compared to 76.2% in fiscal year 2016. The increase in gross margin was primarily due to the growth in revenue, which enabled us to spread the fixed portion of our operations costs, including distribution-related expenses and management salaries, over more units.

Selling and Marketing Expenses

              Selling and marketing expenses increased $8.5 million, or 42.6%, to $28.6 million in fiscal year 2017 compared to $20.0 million in fiscal year 2016. As a percentage of revenue, selling and marketing expenses decreased to 99.9% in fiscal year 2017 compared to 121.9% in fiscal year 2016. The increase in selling and marketing expenses was primarily due to an increase of $3.9 million and $1.1 million related to compensation, travel and other employee-related expenses of our U.S. and European sales and marketing organizations, respectively, primarily as a result of increased headcount. Other drivers included an increase of $2.3 million of direct-to-patient marketing programs, trade show and conference expenses, an increase of $0.7 million of expenses related to increased headcount in our reimbursement organization and an increase of $0.4 million due to increased physician training costs.

Research and Development Expenses

              Research and development expenses decreased $0.9 million, or 12.6%, to $6.2 million in fiscal year 2017 compared to $7.1 million in fiscal year 2016. As a percentage of revenue, research and development expenses decreased to 21.7% in fiscal year 2017 compared to 43.2% in fiscal year 2016. The decrease in research and development expenses was primarily attributable to a decrease in product development costs and consulting costs of $1.4 million relating to the completion of the fourth generation of our Inspire system in fiscal year 2016, partially offset by higher research study costs of $0.2 million and an increase of $0.3 million in regulatory expenses due to the commencement of regulatory activities in Japan during 2017.

General and Administrative Expenses

              General and administrative expenses increased $1.1 million, or 42.8%, to $3.8 million in fiscal year 2017 compared to $2.7 million in fiscal year 2016. As a percentage of revenue, general and administrative expenses decreased to 13.3% in fiscal year 2017 compared to 16.2% in fiscal year 2016. The primary driver of this increase was an increase of $0.7 million related to legal fees, financial audit fees, insurance costs, out-sourced information technology services and facilities costs. In addition, general and administrative expenses increased $0.3 million due to compensation, travel and other employee-related expenses for administrative personnel.

Other Expense, Net

              Other expense, net increased $0.2 million, or 18.2%, to $1.5 million in fiscal year 2017 compared to $1.3 million in fiscal year 2016. The increase in other expense, net was due to an increase in interest expense of $0.5 million related to additional borrowings under our credit facility and the fair value adjustment of $0.1 million of our outstanding convertible preferred stock warrants, which are

72


Table of Contents

accounted for as a liability and marked-to-market at each reporting period. This increase was partially offset by $0.1 million due to foreign currency exchange and by $0.1 million of interest income with our higher cash, cash equivalents and short-term investments balances compared to 2016.

Fiscal Year Ended December 31, 2016 Compared to Fiscal Year Ended December 31, 2015

Revenue

              Revenue increased $8.4 million, or 105.0%, to $16.4 million in fiscal year 2016 compared to $8.0 million in fiscal year 2015. The increase was attributable to an increase in sales of our Inspire system of $7.6 million in the United States and $0.8 million in Europe.

              Revenue information by region is summarized as follows:

 
  Year Ended December 31,    
   
 
 
  2015   2016   Change 2015 / 2016  
 
  (in thousands, except percentages)
 
 
  Amount   % of Revenue   Amount   % of Revenue   $   %  

United States

  $ 6,132     76.5 % $ 13,789     83.9 % $ 7,657     124.8 %

Europe

    1,880     23.5     2,638     16.1     758     40.3 %

Total revenue

  $ 8,012     100.0 % $ 16,427     100.0 % $ 8,415     105.0 %

              Revenue generated in the United States was $13.8 million in fiscal year 2016, an increase of $7.6 million or 124.8% over fiscal year 2015. Revenue growth in the United States was primarily due to the expansion of our sales representatives into new territories, increased physician and patient awareness of our Inspire system, increased prior authorization approvals and an increase in our average selling price.

              Revenue generated in Europe was $2.6 million in fiscal year 2016, an increase of $0.8 million or 40.3% over fiscal year 2015. Revenue growth in Europe was primarily due to increased market penetration in existing territories and increased physician and patient awareness of our Inspire system.

Cost of Goods Sold and Gross Margin

              Cost of goods sold increased $1.1 million, or 39.0%, to $3.9 million in fiscal year 2016 compared to $2.8 million in fiscal year 2015. The increase was primarily due to increased costs to purchase manufactured products due to higher sales volume of our Inspire system.

              Gross margin increased to 76.2% in fiscal year 2016 compared to 64.9% in fiscal year 2015. The increase in gross margin was primarily due to the growth in sales which enabled us to spread the fixed portion of our operations costs, including distribution-related expenses and management salaries, over more units as well as the introduction of our new patient remote control in 2016.

Selling and Marketing Expenses

              Selling and marketing expenses increased $4.7 million, or 30.9%, to $20.0 million in fiscal year 2016 compared to $15.3 million in fiscal year 2015. As a percentage of revenue, selling and marketing expenses decreased to 121.9% in fiscal year 2016 compared to 190.8% in fiscal year 2015. The increase in selling and marketing expenses was primarily due to an increase of $2.7 million related to compensation and other employee-related expenses of our sales and marketing organization as a result of increased headcount, an increase of $0.9 million related to direct-to-patient marketing programs, trade show and conference expenses and an increase of $0.6 million due to increased field sales travel expenses and physician training costs.

73


Table of Contents

Research and Development Expenses

              Research and development expenses for each of fiscal years 2016 and 2015 was $7.1 million, consisting primarily of clinical monitoring costs of our long-term and post-market clinical trials as well as product development costs and consulting costs in fiscal year 2015 relating to the completion of our patient remote control.

General and Administrative Expenses

              General and administrative expenses increased $0.1 million, or 1.3%, to $2.7 million in fiscal year 2016 compared to $2.6 million in fiscal year 2015, primarily as a result of increased facilities costs. As a percentage of revenue, general and administrative expenses decreased to 16.2% in fiscal year 2016 compared to 32.7% in fiscal year 2015.

Other Expense, Net

              Other expense, net decreased $0.2 million, or 17.1%, to $1.3 million in fiscal year 2016 compared to $1.5 million in fiscal year 2015. The decrease in other expense, net was primarily related to the decrease in fair value adjustment of $0.2 million of our outstanding convertible preferred stock warrants, which are accounted for as a liability and marked-to-market at each reporting period.

Quarterly Results of Operations Data

              The following table sets forth our unaudited quarterly statements of operations data and other data for each of the eight most recent quarters in the period ended December 31, 2017. We have prepared the quarterly results of operations data on a consistent basis with the audited financial statements included elsewhere in this prospectus. In the opinion of management, the quarterly results of operations data reflects all necessary adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of this data. The statements of operations data should be read in conjunction with the financial statements and related notes included elsewhere in this prospectus. The results of historical periods are not necessarily indicative of results for a full year or for any future period.

 
  Three Months Ended  
(in thousands)
  Mar. 31,
2016
  Jun. 30,
2016
  Sep. 30,
2016
  Dec. 31,
2016
  Mar. 31,
2017
  Jun. 30,
2017
  Sep. 30,
2017
  Dec. 31,
2017
 
 
  (unaudited)
 

Revenue

  $ 2,965   $ 3,585   $ 4,671   $ 5,206   $ 5,297   $ 6,042   $ 7,271   $ 9,957  

Cost of goods sold

    776     918     982     1,229     1,196     1,376     1,565     1,881  

Gross profit

    2,189     2,667     3,689     3,977     4,101     4,666     5,706     8,076  

Gross margin %

    73.8 %   74.4 %   79.0 %   76.4 %   77.4 %   77.2 %   78.5 %   81.1 %

Operating expenses:

                                                 

Selling and marketing

    4,678     4,819     4,892     5,630     5,745     6,506     7,315     8,986  

Research and development

    1,699     1,899     1,635     1,858     1,593     1,743     1,175     1,683  

General and administrative

    643     647     615     760     887     801     865     1,253  

Total operating expenses

    7,020     7,365     7,142     8,248     8,225     9,050     9,355     11,922  

Operating loss

    (4,831 )   (4,698 )   (3,453 )   (4,271 )   (4,124 )   (4,384 )   (3,649 )   (3,846 )

Other expense, net

    346     360     411     158     357     372     373     406  

Net loss

  $ (5,177 ) $ (5,058 ) $ (3,864 ) $ (4,429 ) $ (4,481 ) $ (4,756 ) $ (4,022 ) $ (4,252 )

Seasonality

              Historically, we have experienced seasonality in our first and fourth quarters, and we expect this trend to continue. We have experienced and may in the future experience higher sales in the fourth quarter as a result of patients having paid their annual insurance deductibles in full, thereby reducing

74


Table of Contents

their out-of-pocket costs. In the first quarter of each year in Europe, we have experienced and may in the future experience reduced demand for our Inspire therapy as Neue Untersuchungs- und Behandlungsmethoden, or NUB, coverage status is being determined and as hospitals are establishing their budgets pertaining to allocation of funds to purchase our Inspire therapy.

Liquidity and Capital Resources

              As of December 31, 2017, we had cash, cash equivalents and short-term investments of $16.1 million and an accumulated deficit of $125.1 million. Our primary sources of capital to date have been from private placements of our convertible preferred securities, sales of our Inspire system and amounts borrowed under credit facilities. Since inception, we have raised a total of $119.1 million in net proceeds from private placements of our convertible preferred securities. In August 2015, we entered into a loan and security agreement with Oxford Finance for up to $25.5 million of debt financing. As of December 31, 2017, we had $16.5 million of outstanding borrowings under the credit facility. In February 2018, we borrowed an additional $8.0 million under the credit facility.

              We believe that our existing cash resources will be sufficient to meet our capital requirements and fund our operations for at least the next 12 months. If these sources are insufficient to satisfy our liquidity requirements, however, we may seek to sell additional equity or make additional borrowings under a new credit facility. If we raise additional funds by issuing equity securities, our stockholders would experience dilution. Debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt. Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our stockholders. Additional financing may not be available at all, or in amounts or on terms unacceptable to us. If we are unable to obtain additional financing, we may be required to delay the development, commercialization and marketing of our Inspire therapy.

Cash Flows

              The following table presents a summary of our cash flow for the periods indicated:

 
  Year ended December 31,  
 
  2015   2016   2017  
 
  (in thousands)
 

Net cash provided by (used in):

                   

Operating activities

  $ (22,254 ) $ (17,949 ) $ (15,791 )

Investing activities

    23,564     (306 )   (7,600 )

Financing activities

    2,542     12,814     25,661  

Net increase (decrease) in cash and cash equivalents

  $ 3,852   $ (5,441 ) $ 2,270  

Operating Activities

              The net cash used in operating activities was $15.8 million in 2017 and consisted primarily of a net loss of $17.5 million, a decrease in net operating assets of $0.8 million and non-cash charges of $0.9 million. Net operating assets consisted primarily of accounts receivable and inventory to support the growth of our operations and accrued compensation as annual bonuses were paid. Non-cash charges consisted primarily of depreciation and stock-based compensation.

              The net cash used in operating activities was $17.9 million in 2016 and consisted primarily of a net loss of $18.5 million, a decrease in net operating assets of $0.3 million and non-cash charges of $0.3 million. Net operating assets consisted primarily of accounts receivable to support the growth of our operations and accrued compensation as annual bonuses were paid. Non-cash charges consisted primarily of depreciation and stock-based compensation.

75


Table of Contents

              The net cash used in operating activities was $22.3 million in 2015 and consisted primarily of a net loss of $21.3 million and an increase in net operating assets of $1.4 million, offset by $0.5 million in non-cash charges. Non-cash charges consisted primarily of depreciation and stock-based compensation.

Investing Activities

              Net cash used in investing activities was $7.6 million in 2017 and consisted of $7.2 million of investments in short-term marketable securities and $0.4 million of purchases of property and equipment.

              Net cash used in investing activities in 2016 was $0.3 million and consisted of purchases of property and equipment.

              Net cash provided by investing activities in 2015 was $23.6 million and consisted primarily of net proceeds from short-term investments of $23.9 million, partially offset by purchases of property and equipment of $0.3 million.

Financing Activities

              Net cash provided by financing activities was $25.7 million in 2017 and consisted primarily of $25.0 million of net proceeds from the issuance of Series F convertible preferred stock, borrowings of $1.0 million under our credit facility less $0.5 million of expenses and $0.2 million in proceeds from the exercise of stock options.

              Net cash provided by financing activities was $12.8 million in 2016 and consisted primarily of $12.3 million of net proceeds from the issuance of Series F convertible preferred stock, $0.3 million from the purchase of preferred shares under preferred stock warrants and $0.2 million in proceeds from the exercise of stock options.

              Net cash provided by financing activities was $2.5 million in 2015 and consisted primarily of $2.5 million received when we amended our credit facility in 2015.

Indebtedness

              In August 2015, we entered into a loan and security agreement with Oxford Finance, as lender and collateral agent. The loan and security agreement initially provided for a term A loan facility in the amount of $15.5 million, which was fully funded on the closing date, and a term B loan facility in an amount of at least $3.5 million but no more than $10.0 million, to be available in the future subject to our achievement of certain revenue milestones. We refer to our term A loan facility and our term loan B facility together as our credit facility. In February 2017, we amended the loan and security agreement to, among other things, increase borrowings under the term A loan facility by $1.0 million, increase the minimum amount of the term B loan facility to $5.0 million and reduce the maximum amount of the term B loan facility to $9.0 million. On February 7, 2018, we borrowed $8.0 million under the term B loan facility.

              The credit facility is secured by substantially all of our personal property other than our intellectual property. Outstanding borrowings under the credit facility bear interest at an annual rate equal to the greater of (i) 7.95% and (ii) the sum of (a) the 30-day U.S. LIBOR rate on the last business day of the month that immediately precedes the month in which such interest will accrue, plus (b) 6.90%. We are required to make monthly payments of interest only through March 1, 2019, or the interest-only period; provided that the interest-only period will be extended to March 1, 2020 if we have revenue, measured on a trailing 12-month basis as of December 31, 2018, of at least $25.0 million. Following the interest-only period, we will be required to make monthly payments of interest and principal in 36 consecutive monthly installments (or 24 consecutive monthly installments if the interest-only period is extended to March 1, 2020). Outstanding borrowings under the credit facility

76


Table of Contents

mature on February 1, 2022. On the maturity date, in addition to our regular monthly payments of principal and accrued interest, we will be required to make a payment of 5.0% (or 5.5% if the interest-only period has been extended to March 1, 2020) of the total amount borrowed under the credit facility, which we refer to as the Final Payment, unless we have not already made such payment in connection with an acceleration or prepayment of borrowings under the credit facility.

              Borrowings under the term A loan facility are prepayable at our option in whole, but not in part, together with all accrued and unpaid interest thereon and, if not previously made, the Final Payment, subject to a prepayment fee of 1.5% if such borrowings are prepaid prior to February 24, 2019 and 1.00% if such borrowings are prepaid on or after February 24, 2019. The Final Payment is being accrued over the life of the credit facility and will be due at the earlier of maturity or prepayment. Borrowings under the term B loan facility are prepayable at our option in whole, but not in part, together with all accrued and unpaid interest thereon and, if not previously made, the Final Payment, subject to a prepayment fee of 2.5% if the such borrowings are prepaid prior to February 7, 2019, 1.5% if such borrowings are prepaid on or after February 7, 2019 but prior to February 7, 2020 and 1.00% if such borrowings are on or after February 7, 2020. We are also required to prepay the amounts outstanding under the credit facility upon the occurrence of certain customary events of default, as well as the occurrence of certain material adverse events. The credit facility also includes certain customary affirmative and negative covenants, but does not include any financial covenants. We were in compliance with all covenants under the credit facility as of December 31, 2017.

              In August 2015, we issued to Oxford Finance warrants to purchase 12,404 and 17,176 shares, respectively, of our Series E convertible preferred stock, having an exercise price of $2.62 per share. In February 2017 and February 2018, we issued warrants to Oxford Finance to purchase 29,197 and 233,577 shares, respectively, of our Series F convertible preferred stock, having an exercise price of $1.37 per share. Each of the warrants described above has a term of 10 years.

Off-Balance Sheet Arrangements

              We do not have any off-balance sheet arrangements, as defined by applicable regulations of the SEC, that are reasonably likely to have a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

Contractual Obligations and Commitments

              Our contractual obligations and commitments as of December 31, 2017 are summarized in the table below:

 
  Payments Due by Year  
($ in thousands)
  Total   Less than
1 year
  1 - 3 years   3 - 5 years   More than
5 years
 

Long-term debt(1)

  $ 20,250   $ 1,384   $ 17,939   $ 926   $  

Operating leases(2)

    239     191     48          

Total contractual cash obligations

  $ 20,489   $ 1,575   $ 17,987   $ 926   $  

(1)
The total amount outstanding under the credit facility was $16.5 million at December 31, 2017. Assumes a 36-month amortization period for repayment of the debt. On February 7, 2018, we borrowed an additional $8.0 million under the credit facility, which amount is not reflected in the table above.

(2)
We currently lease approximately 9,300 square feet for our headquarters in Maple Grove, Minnesota under a lease that expires in March 2019.

77


Table of Contents

Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

              The risk associated with fluctuating interest rates is primarily limited to our cash equivalents which are carried at quoted market prices. We do not currently use or plan to use financial derivatives in our investment portfolio. Additionally, the interest rate for our outstanding debt is variable. If overall interest rates had increased by 100 basis points during the periods presented our interest expense would not have been materially affected.

Credit Risk

              As of December 31, 2017 and 2016, our cash and cash equivalents were maintained with one financial institution in the United States, and our current deposits are likely in excess of insured limits. We believe this institution has sufficient assets and liquidity to conduct its operations in the ordinary course of business with little or no credit risk to us.

              Our accounts receivable primarily relate to revenue from the sale of our Inspire system to hospitals in the United States and Europe, primarily in Germany. No single customer represented more than 5% of our accounts receivable as of December 31, 2017.

Foreign Currency Risk

              The majority of our business is currently conducted in U.S. dollars. Any transactions that may be conducted in foreign currencies are not expected to have a material effect on our results of operations, financial position or cash flows.

Inflation Risk

              Inflationary factors, such as increases in our cost of goods sold and selling and operating expenses, may adversely affect our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain and increase our gross margin and selling and marketing and operating expenses as a percentage of our revenue if the selling prices of our products do not increase as much as or more than these increased costs.

Related Parties

              For a description of our related party transactions, see "Certain Relationships and Related Party Transactions."

Critical Accounting Policies and Estimates

              The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the audited financial statements and accompanying notes included elsewhere in this prospectus. Management believes that such estimates have been based on reasonable and supportable assumptions and the resulting estimates are reasonable for use in the preparation of the audited financial statements. Actual results could differ from these estimates.

78


Table of Contents

              Significant areas requiring management estimates or judgments include the following key financial areas:

Revenue Recognition

              We recognize revenue when persuasive evidence of an arrangement exists, product shipment has occurred, or there are no further obligations yet to be performed, pricing is fixed or determinable, and collection is reasonably assured. We make reasonable assumptions regarding the future collectability of amounts receivable from customers to determine whether the revenue recognition criteria have been met. Taxes assessed by a governmental authority that are directly imposed on revenue-producing transactions between a seller and a customer are not recorded as revenue. In general, our standard terms and conditions of sale do not allow for product returns. Sales returns have been limited to damaged product and have not been material. We expense shipping and handling costs as incurred and includes them in the cost of goods sold. In those cases where shipping and handling costs are billed to customers, we classify the amounts billed as a component of cost of goods sold.

Common Stock Valuation and Stock-Based Compensation

              We maintain an equity incentive plan to provide long-term incentives for employees, consultants, and members of the board of directors. The plan allows for the issuance of non-statutory and incentive stock options to employees and non-statutory stock options to consultants and non-employee directors.

              We recognize equity-based compensation expense for awards of equity instruments to employees and non-employees based on the grant date fair value of those awards in accordance with FASB ASC Topic 718, Stock Compensation (ASC 718). ASC 718 requires all equity-based compensation awards to employees and nonemployee directors, including grants of restricted shares and stock options, to be recognized as expense in the statements of operations and comprehensive loss based on their grant date fair values. We estimate the fair value of stock options using the Black-Scholes option pricing model. We use the value of our common stock to determine the fair value of restricted shares.

              We account for restricted stock and common stock options issued to nonemployees under FASB ASC Topic 505-50, Equity-Based Payments to Non-Employees (ASC 505-50). As such, the value of such options is periodically remeasured and income or expense is recognized over their vesting terms. Compensation cost related to awards with service-based vesting schedules is recognized using the straight-line method. We determine the fair value of the restricted stock and common stock granted to nonemployees as either the fair value of the consideration received or the fair value of the equity instruments issued. We have not granted any share-based awards to our consultants.

              The Black-Scholes option pricing model requires the input of certain subjective assumptions, including (i) the expected share price volatility, (ii) the expected term of the award, (iii) the risk-free interest rate and (iv) the expected dividend yield. Due to the lack of a public market for the trading of our common stock and a lack of company-specific historical and implied volatility data, we have based our estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. The historical volatility is calculated based on a period of time commensurate with the expected term assumption. The group of representative companies have characteristics similar to us, including stage of product development and focus on the life science industry. We use the simplified method, which is the average of the final vesting tranche date and the contractual term, to calculate the expected term for options granted to employees as we do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. For options granted to non-employees, we utilize the contractual term of the arrangement as the basis for the expected term assumption. The risk-free interest rate is based on a treasury instrument whose term is consistent with

79


Table of Contents

the expected term of the stock options. We use an assumed dividend yield of zero as we have never paid dividends and have no current plans to pay any dividends on our common stock.

              We expense the fair value of our equity-based compensation awards granted to employees on a straight-line basis over the associated service period, which is generally the period in which the related services are received. We measure equity-based compensation awards granted to nonemployees at fair value as the awards vest and recognizes the resulting value as compensation expense at each financial reporting period. We account for award forfeitures as they occur.

Inventories

              Inventories are valued at the lower of cost or net realizable value, computed on a first-in, first out basis. We estimate the recoverability of our inventory by reference to internal estimates of future demands and product life cycles, including expiration of inventory prior to sale. We regularly review inventory quantities on-hand for excess and obsolete inventory and, when circumstances indicate, incur charges to write down inventories to their net realizable value. Our review of inventory for excess and obsolete quantities is based primarily on the estimated forecast of future product demand, product life cycles, and introduction of new products. The reserve for excess and obsolete inventory was $191 and $518 as of December 31, 2016 and 2017, respectively.

Impairment of Long-lived Assets

              Long-lived assets consist primarily of property and equipment and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require that an asset be tested for possible impairment, we compare the undiscounted cash flows expected to be generated by the asset to the carrying amount of the asset. If the carrying amount of the asset is not recoverable on an undiscounted cash flow basis, we determine the fair value of the asset and recognize an impairment loss to the extent the carrying amount of the asset exceeds its fair value. We determine fair value using the income approach based on the present value of expected future cash flows or other appropriate measures of estimated fair value. Our cash flow assumptions consider historical and forecasted revenue and operating costs and other relevant factors. We did not record any impairment charges on long-lived assets during the years ended December 31, 2015, 2016 and 2017.

Income Taxes

              We account for income taxes using the liability method. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates that will be in effect when the differences are expected to reverse. Valuation allowances against deferred tax assets are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. As we have historically incurred operating losses, we have recorded a full valuation allowance against its net deferred tax assets, and there is no provision for income taxes. Our policy is to record interest and penalties expense related to uncertain tax positions as other expense in the statements of operations and comprehensive loss.

Recent Accounting Pronouncements

              A discussion of recent accounting pronouncements is included in Note 2 to our audited financial statements included elsewhere in this prospectus.

80


Table of Contents

JOBS Act

              As a company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an "emerging growth company," as defined in the JOBS Act. An emerging growth company may take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include:

    being permitted to present only two years of audited financial statements and only two years of related Management's Discussion and Analysis of Financial Condition and Results of Operations in this prospectus;

    not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;

    reduced disclosure obligations regarding executive compensation in this prospectus and in our periodic reports, proxy statements and registration statements; and

    exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

              We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the completion of this offering. However, if certain events occur prior to the end of such five-year period, including if we become a "large accelerated filer," our annual gross revenue exceeds $1.07 billion or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period.

              We have elected to take advantage of certain of the reduced disclosure obligations in this registration statement and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our stockholders may be different from what you might receive from other public reporting companies in which you hold equity interests.

              In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to avail ourselves of this exemption and, as a result, our financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies. Section 107 of the JOBS Act provides that we can elect to opt out of the extended transition period at any time, which election is irrevocable.

81


Table of Contents


BUSINESS

Overview

              We are a medical technology company focused on the development and commercialization of innovative and minimally invasive solutions for patients with obstructive sleep apnea. Our proprietary Inspire system is the first and only FDA-approved neurostimulation technology that provides a safe and effective treatment for moderate to severe obstructive sleep apnea. We have developed a novel, closed-loop solution that continuously monitors a patient's breathing patterns and delivers mild hypoglossal nerve stimulation to maintain an open airway. A significant body of clinical data, which includes a publication in the New England Journal of Medicine and more than 40 peer-reviewed publications, supports the safety and efficacy of Inspire therapy. Inspire therapy received premarket approval, or PMA, from the U.S. Food and Drug Administration, or FDA, in April 2014 and has been commercially available in certain European markets since November 2011. Inspire therapy is indicated for patients with moderate to severe obstructive sleep apnea who do not have significant central sleep apnea and do not have a complete concentric collapse of the airway at the soft palate level. In addition, patients in the United States must have been confirmed to fail or be unable to tolerate positive airway pressure treatments, such as CPAP, and be 22 years of age or older, though there are no similar requirements for patients in Europe. Physicians have treated more than 2,500 patients with Inspire therapy at over 150 medical centers across the United States and Europe.

              Sleep apnea is a serious and chronic disease that negatively impacts a patient's sleep, health and quality of life. According to the World Health Organization, sleep apnea affects more than 100 million people worldwide. Obstructive sleep apnea, or OSA, is the most common form of sleep apnea. OSA occurs when a person's breathing is interrupted during sleep by a partially or completely blocked airway and affects patients of all ages, sexes and body types. The severity of OSA is measured by the number of partial or complete airway blockages that a patient experiences in an hour, referred to as the apnea-hypopnea index, or AHI. Moderate OSA patients have an AHI of 15 to 30 events per hour, while severe OSA patients have an AHI of 30 more events per hour. Left untreated, OSA increases the risk of high blood pressure, hypertension, heart failure, stroke, coronary artery disease and other life-threatening diseases.

              Continuous positive airway pressure, or CPAP, is the leading therapy for patients with moderate to severe OSA. CPAP is delivered through a face or nasal mask that connects through a hose to a bedside air pump. In order for CPAP to be most effective, the mask must form an airtight seal on the patient's face or nose and the mask must be worn every night. The effectiveness of CPAP has been limited by low patient compliance as many patients find the mask or treatment cumbersome, uncomfortable and loud. Based on industry sources, we estimate that approximately 2 million patients are prescribed a CPAP device annually in the United States. Based on published literature, we estimate that only approximately 35% to 65% of patients prescribed a CPAP device are compliant with the therapy. When CPAP fails or cannot be tolerated, patients' remaining treatment options consist primarily of invasive surgical procedures developed to modify or remove existing tissue in an attempt to create free air flow. These invasive surgical procedures have limited or unpredictable clinical benefit, are irreversible, and can be extremely painful. We believe that there is both an urgent clinical need and a strong market opportunity for an alternative to CPAP that is effective and minimally invasive.

              Inspire therapy is an innovative, closed-loop, minimally invasive solution that provides comfort and convenience, resulting in high compliance for patients with moderate to severe OSA. Once implanted, the Inspire system delivers electrical stimulation that causes a slight forward movement of the back of the tongue, which helps to maintain an open airway, enabling the patient to inhale freely without interruption. We believe our Inspire therapy provides the following benefits:

    Safe, effective and durable treatment supported by compelling clinical data, including long-term efficacy results out to five years from initial treatment.

82


Table of Contents

    Closed-loop system that uses a proprietary algorithm to continuously monitor patients' breathing patterns and provide electrical stimulation during the inspiratory phase.

    Comfortable and convenient therapy resulting in high patient satisfaction that was reported to be 92% at an average of four months from initial treatment in the first 301 patients in our ongoing global patient registry.

    Strong patient compliance, with 80% of patients reporting continued nightly use through five years from initial treatment in our pivotal trial.

    Minimally invasive outpatient procedure with short recovery time.

    Long-lasting solution with a battery designed to last approximately 11 years without charging or maintenance.

              The market for OSA treatment is large and growing. Currently, there are approximately 17 million individuals in the United States with moderate to severe OSA, and, based on industry sources, we estimate that approximately 2 million patients are prescribed a CPAP device annually in the United States. A report by McKinsey & Company in 2010 estimated the annual economic costs of untreated moderate to severe OSA in the United States to be between $65 billion and $165 billion, potentially greater than the costs of asthma, heart failure, stroke or hypertensive disease, which range from $20 billion to $80 billion according to certain estimates.

              We believe there is a significant population in the United States with moderate to severe OSA who are unable to use or get consistent benefit from CPAP and who are eligible for our Inspire therapy. We estimate that this market is growing by approximately 500,000 new patients, or approximately $10 billion, per year in the United States. We also believe there is a substantial market opportunity outside the United States.

              The results from multiple clinical trials, which include four sponsored and more than six independent clinical studies that evaluated approximately 775 patients, including more than 280 patients evaluated in independent clinical studies, together with patient-reported outcomes, have shown that our Inspire therapy provides statistically significant and sustained reduction in the severity of patients' OSA, improvement in sleep-related quality of life and reduction in snoring, as well as high patient compliance rates and a strong safety profile.

              Our pivotal Stimulation Therapy for Apnea Reduction, or STAR, trial was designed to demonstrate longitudinal therapy efficacy and included a randomized controlled therapy withdrawal study. The longitudinal study demonstrated an approximately 70% reduction in the median AHI in patients with moderate to severe OSA from a baseline of 29.3 events per hour to 9.0 events per hour at 12 months following initial treatment. Ongoing STAR trial follow-up has shown results similar to the initial data at 18 months, three years and five years. At five years, median AHI in patients with moderate to severe OSA remained low at 6.2 events per hour. The effectiveness of Inspire therapy was further demonstrated by the results of the randomized controlled therapy withdrawal study, in which patients in the therapy withdrawal group regressed to near-baseline AHI levels while patients in the control group that continued therapy experienced sustained therapeutic benefits.

              We sell our Inspire system to hospitals and ambulatory surgery centers, or ASCs, in the United States and in select countries in Europe through a direct sales organization. We have 30 sales representatives in the United States and six in Europe. Our direct sales force engages in sales efforts and promotional activities focused on ear, nose and throat, or ENT, physicians and sleep centers. In addition, we highlight our compelling clinical data and value proposition to increase awareness and adoption amongst referring physicians. We build upon this top-down approach with strong direct-to-patient marketing initiatives to create awareness of the benefits of our Inspire system and

83


Table of Contents

drive demand through patient empowerment. This outreach helps to educate thousands of patients on our Inspire therapy and frequently results in patient leads.

              Our customers are reimbursed the cost required to treat each patient through various third-party payors, such as commercial payors and government agencies. We are in active discussions with commercial payors to establish positive national coverage policies to support reimbursement of Inspire therapy. In parallel, our 12 person reimbursement team, which we refer to as our market access team, is focused on assisting patients and physicians in obtaining appropriate prior authorization approvals from commercial payors on a case-by-case basis in advance of treatment with our Inspire therapy. We have been successful in obtaining prior authorization approvals from approximately 230 commercial payors. In addition, Medicare covers our procedure on a medical necessity basis. We also have a U.S. government contract for patients who are treated by the Veterans Health Administration.

              We generated revenue of $28.6 million, with a gross margin of 78.9% and a net loss of $17.5 million for the year ended December 31, 2017, compared to revenue of $16.4 million, with a gross margin of 76.2% and a net loss of $18.5 million for the year ended December 31, 2016, and revenue of $8.0 million, with a gross margin of 64.9% and a net loss of $21.3 million for the year ended December 31, 2015. As of December 31, 2017, we had an accumulated deficit of $125.1 million.

Our Competitive Strengths

              We believe the continued growth of our company will be driven by the following competitive strengths:

    First to market with an innovative, closed-loop, minimally invasive solution.  We have developed the first and only FDA-approved neurostimulation technology that provides a safe and effective treatment for patients with moderate to severe OSA who have been confirmed to fail or cannot tolerate positive airway pressure treatments, such as CPAP. We received a PMA from the FDA in April 2014 for our Inspire therapy. Unlike CPAP, which is limited by low patient compliance primarily due to patient discomfort with the mask or device, our innovative, closed-loop, minimally invasive solution is designed to provide comfort and convenience, resulting in high compliance for patients with moderate to severe OSA. We believe we have a significant first mover advantage and momentum over future competitors, as physicians have treated more than 2,500 patients with Inspire therapy.

    Significant body of strong clinical data.  We have developed a significant body of clinical data that demonstrates the safety and effectiveness, therapy adherence and long-term sustained benefits of our Inspire therapy. The benefits of treatment with Inspire therapy have been consistent across four sponsored and more than six independent clinical studies that evaluated approximately 775 patients, including more than 280 patients evaluated in independent clinical studies, and have been highlighted in more than 40 peer-reviewed publications. Data reported in these clinical studies also demonstrated a high level of overall patient satisfaction. We believe this favorable data provides us with a significant competitive advantage and will continue to support increased adoption of our Inspire therapy.

    Holistic and targeted approach to market development and patient engagement.  We have established a methodical approach to market development which centers on active engagement across three key stakeholders in the OSA treatment paradigm—physicians, sleep centers and patients. Our sales force is focused on building long-lasting relationships with ENT physicians and sleep centers as we support physicians through all aspects of a case—from diagnosis to surgical support to patient follow-up. In addition, we are highlighting our compelling clinical data set and value proposition to increase awareness and adoption amongst referring physicians. We build upon this top-down approach with a strong direct-to-patient marketing initiative that further drives demand through patient

84


Table of Contents

      empowerment. This outreach helps to educate thousands of patients on our Inspire therapy and frequently results in patient leads. We are confident that this holistic approach to engagement across multiple constituents will continue to drive increased awareness of and demand for our Inspire therapy.

    Dedicated team focused on providing market access for patients and providers.  We have a highly efficient approach to advance patients, once identified, to placement of the Inspire system. Our dedicated market access team helps patients and providers work with payors to secure the appropriate prior authorization approvals in advance of initial treatment. In addition, this team proactively works with payors to establish positive coverage policies by highlighting the compelling clinical data and the economic benefit of our Inspire therapy. This highly leverageable team has been successful in helping to secure reimbursement from approximately 230 commercial payors to date.

    Strong research and development capabilities and comprehensive intellectual property portfolio. Our commitment to driving innovation has allowed us to achieve continuous, significant improvements of our Inspire therapy. For example, we recently launched the fourth generation of our Inspire system, with a neurostimulator that is 40% smaller and 18% thinner than the neurostimulator in the previous generation while maintaining an approximate 11-year battery life without needing to be recharged. In addition, patients treated with this fourth generation device may now undergo an MRI scan of the head or extremities. We have a comprehensive patent portfolio to protect our intellectual property and technology. We have rights to 19 issued U.S. patents and 20 pending U.S. patent applications that cover aspects of our Inspire system and future product concepts.

Our Strategy

              Our goal is to be a global leader in providing clinically proven innovative solutions that improve sleep, quality of life and health of patients with moderate to severe OSA. We believe the following strategies will play a critical role in achieving this goal and our future growth:

    Promote awareness among patients, ENT physicians, sleep centers and referring physicians.  We believe that many patients who have failed or cannot tolerate CPAP are unaware of our Inspire therapy as a safe and effective alternative treatment for moderate to severe OSA. We intend to continue to promote awareness of our therapy through training and educating ENT physicians, sleep centers, key opinion leaders and various medical societies on the proven clinical benefits of Inspire therapy. In addition, we intend to continue to publish additional clinical data in various industry and scientific journals and online and to present at various industry conferences. We also plan to continue building patient awareness through our direct-to-patient marketing initiatives, which include paid search, radio, social media and online videos.

    Expand our U.S. sales and marketing organization to drive adoption of our Inspire therapy.  We plan to expand our sales and marketing organization and seek to recruit and train exceptionally talented sales representatives in existing and new markets in the United States to help facilitate further adoption and broaden awareness of our Inspire therapy. Our success in developing new markets is primarily due to our ability to identify new regions with high volume medical centers, educate ENT and sleep physicians, help generate steady patient demand and provide sufficient support staff to our sales representatives. We believe investing in a scalable, efficient direct sales force and continuing the development of our marketing efforts will help us broaden adoption of our Inspire therapy and drive revenue growth.

    Leverage our prior authorization model while we work with payors to broaden coverage.  Our dedicated in-house market access team will continue to assist patients and physicians in

85


Table of Contents

      obtaining prior authorization approvals from commercial payors for treatment with our Inspire therapy. In parallel, we are in active discussions with commercial payors to establish positive national coverage policies and continue to highlight our compelling and robust clinical data, the economic cost savings associated with highly compliant OSA treatment and our increased support from leading medical organizations and key opinion leaders. We believe increased positive payor coverage policies could substantially expand patient access by reducing hurdles to treatment.

    Invest in research and development to drive innovation and expand indications.  Our foundational commitment to driving innovation and improving patient lives fuels our desire for continuous product development. We intend to invest in existing and next generation technologies to further improve our products and clinical outcomes, optimize patient acceptance and comfort and broaden the patient population that can benefit from our Inspire therapy. An example of our efforts to expand our label indications includes our clinical study that is evaluating the use of Inspire therapy in pediatric patients with Down syndrome.

    Further penetrate and expand into existing and new international markets.  We plan to establish and strengthen our presence internationally. Our goal is to further increase sales of our Inspire therapy in existing international markets in Europe, including Germany and the Netherlands, and expand our reach to new markets, such as Japan. We plan to strategically invest in new markets based on our assessment of market size and opportunity and prospects for compelling reimbursement coding and coverage.

Market Overview

Overview of Obstructive Sleep Apnea

              Sleep apnea is a common sleep disorder in which a patient's breathing repeatedly stops during sleep, temporarily decreasing the oxygen concentration in the blood. In OSA, the cessation in breathing is caused by the relaxation of the airway muscles during sleep, which causes a functional obstruction in the airway and prevents the passage of airflow, even though the patient is attempting to breathe. The lack of airflow can last anywhere from ten seconds to more than a minute, and in severe cases may occur 30 or more times during an hour of sleep. The reduction in blood oxygen triggers a startle response that transiently wakens the patient and opens the airway leading to a temporary restoration of normal breathing. This cycle occurs throughout the night, decreasing the overall quality of a patient's sleep, negatively affecting a patient's health and significantly reducing their quality of life.

              The following diagram depicts a typical OSA event in which the base of the tongue falls back and restricts airflow.


Typical Obstructive Sleep Apnea Event

GRAPHIC

86


Table of Contents

              The severity of OSA is measured by the frequency of apnea or hypopnea events per hour. Apneas are a complete restriction of the airway and hypopneas are a greater than 50% restriction in the airway, both of which are accompanied by a significant decrease in the oxygen levels in the blood. The total number of apneas and hypopneas per hour of sleep is referred to as the Apnea-Hypopnea Index, or AHI. The severity of OSA is based on the following AHI ranges:

    Normal range: AHI < 5 events per hour

    Mild OSA: 5 £ AHI < 15 events per hour

    Moderate OSA: 15 £ AHI < 30 events per hour

    Severe OSA: AHI ³ 30 events per hour

Symptoms and Diagnosis of Obstructive Sleep Apnea

              Patients struggling with OSA are typically unaware of their condition. Patients who are obese, male or of advanced age are at higher risk for OSA. A common first indicator is that a patient is a heavy snorer. Beyond snoring, a patient may also experience lack of energy, headaches, depression, memory or concentration problems, excessive daytime sleepiness, nighttime gasping and dry mouth.

              The impact of heavy snoring creates unrest for both the patient and his or her bed partner. The bed partner's inability to sleep without interruption often drives the patient to obtain medical advice. Once a physician makes a preliminary diagnosis, the patient must undergo a sleep study, or polysomnogram, to determine a definitive diagnosis of OSA. This type of sleep study often requires the patient to stay overnight at the sleep center, attached to a variety of monitors and sensors that measure the patient's airflow, sleep quality, blood oxygen levels and breathing patterns. More recently, physicians have begun prescribing home sleep tests, or HSTs, in lieu of in-office polysomnograms, to help diagnose OSA. We expect that as the use of HSTs, which are more convenient for patients than in-office polysomnograms, continues to increase, the number of patients diagnosed with OSA will also increase.

Comorbidities Associated with OSA

              Repetitive cessation of breathing during sleep can have a substantial negative impact on affected patients and their quality of life. In a third-party independent study, the reduction in quality of life with OSA was reported to be equivalent to that observed with diabetes or hypertension. Published research shows a strong correlation between OSA and negative health outcomes, including:

    heart failure;

    hypertension;

    stroke;

    atrial fibrillation;

    type 2 diabetes;

    obesity;

    heart attack;

    acute coronary syndrome; and

    depression.

              An 18-year mortality follow-up study at the University of Wisconsin based on the 1,522-person Wisconsin Sleep Cohort sample noted reduced survival rates for individuals with untreated OSA. As

87


Table of Contents

depicted in the chart below, participants with untreated moderate and severe OSA experienced a significant decline in survival rates, to approximately 85% and approximately 60%, respectively.

GRAPHIC

Prevalence of OSA and Economic Costs if Untreated

              We believe the prevalence of OSA is large and growing. According to the World Health Organization, sleep apnea affects more than 100 million people worldwide. There are two types of sleep apnea: Obstructive Sleep Apnea, or OSA, and Central Sleep Apnea, or CSA. OSA is the most common form of sleep apnea and is caused by a functional obstruction of the airway. By contrast, CSA is far less common and is caused by the brain's inability to send appropriate signals to the muscles in the chest that control breathing. There are an estimated 17 million individuals in the United States with moderate to severe OSA. Untreated OSA is associated with a significant economic burden to society. A report by McKinsey & Company in 2010 estimated the annual economic costs of untreated moderate to severe OSA in the United States to be between $65 billion and $165 billion, potentially greater than the cost of asthma, heart failure, stroke or hypertensive disease, which range from $20 billion to $80 billion according to certain estimates.

              OSA is associated with an increase in the rate and severity of motor vehicle and train accidents, increased healthcare utilization, reduction of work performance and occupational injuries. For example, several studies suggest that treating OSA in drivers can reduce the number of motor-vehicle accidents and overall medical costs. Published studies examining the results of treatment in commercial drivers for Waste Management, the nation's largest waste removal company, and Schneider National, Inc., a trucking company, showed that treatment led to reductions in health plan costs, short-term disability claims, missed workdays, monthly medical costs and preventable driving accidents.

Current Treatments for OSA and their Limitations

              There are several treatment options for OSA patients depending on the level of severity of the disease, ranging from lifestyle changes to surgery. When lifestyle changes, such as weight loss, are insufficient to address OSA, physicians explore alternative therapies. CPAP is the leading therapy for patients with moderate to severe OSA. For mild to slightly moderate OSA, physicians may prescribe an oral device designed to prevent the airway from collapsing by shifting the position of the jaw forward, creating space at the back of the tongue, but these devices are not effective for everyone with OSA.

88


Table of Contents

CPAP

              CPAP is delivered through a face or nasal mask that connects through a hose to a bedside air pump. The pump blows air through the hose to the mask and down the patient's throat, keeping the airway open and allowing the patient to breathe. In order for treatment with CPAP to be most effective, the mask must form an airtight seal on the patient's face or nose and the mask must be worn every night.

              CPAP has demonstrated improvements in patient-reported sleep quality and reductions in daytime sleepiness associated with the number of hours of use. Moreover, controlled studies have shown associations between CPAP device use and a decline in the incidence of strokes and heart attacks. Many patients who use a CPAP device experience immediate symptom relief and increased energy and mental sharpness during the day.

              Despite the effective treatment CPAP offers, it also faces significant limitations as a therapeutic option, primarily due to low patient compliance. Medicare defines compliance as using a CPAP device at least four hours a night for 70% of nights during any consecutive 30 day period within the first three months of initial usage. Based on published literature, we estimate that only approximately 35% to 65% of patients prescribed a CPAP device are compliant with the therapy. Commonly cited reasons patients fail to use their CPAP device on a regular basis include:

    mask discomfort;

    mask leakage;

    pressure intolerance;

    skin irritation;

    nasal congestion;

    nasal drying;

    nosebleeds;

    claustrophobia; and

    lack of intimacy.

              Low patient compliance persists despite the development of various CPAP devices designed to improve patient comfort and treatment through a variety of methods, including coaching, patient education and remote monitoring.

Surgical Procedures

              In cases of OSA where CPAP has failed or patients have discontinued treatment, surgery may be an alternate therapy. Two of the primary surgical procedures for treating OSA are uvulopalatopharyngoplasty, or UPPP, and maxillomandibular advancement, or MMA. In a UPPP procedure the surgeon remodels the structure of the airway by removing excess tissue that is believed to be responsible for obstructing the airway. This can include the uvula, part of the soft palate or roof of the mouth, excess throat tissue, tonsils, adenoids and part of the tongue. In a MMA procedure, a surgeon reconstructs the lower jaw by breaking the jaw and adding in spacers to reposition it forward by approximately 10 millimeters. Both of these are invasive in-patient procedures that irreversibly alter the patient's anatomy and require extended and painful recovery periods. The typical recovery period for a UPPP procedure is three weeks, and for an MMA procedure is several months. While these procedures may be effective in reducing OSA, the success rates vary widely. Other surgical options for the treatment of OSA include coblation tongue reduction surgery, a procedure in which a probe inserted into the tongue uses radiofrequency energy to shrink the soft tissue inside the base of the

89


Table of Contents

tongue, and transoral robotic tongue base reduction surgery, a procedure in which a surgeon uses a surgical robot to remove a portion of the tongue.

              We believe that there is both an urgent clinical need and a strong market opportunity for an alternative to CPAP that is effective and minimally invasive.

Our Solution for OSA

Overview of Inspire Therapy

              Our proprietary Inspire system is the first and only FDA-approved closed-loop neurostimulation technology that provides a safe and effective treatment for moderate to severe OSA. Our Inspire system consists of a remote control and three implantable components:

    a pressure sensing lead, which detects when the patient is attempting to breathe;

    a neurostimulator, which houses the electronics and battery power for the device; and

    a stimulation lead, which delivers electrical stimulation to the hypoglossal nerve.

        The image below depicts the location of the Inspire system under the patient's skin:

        GRAPHIC

              A pressure sensing lead is used to monitor the patient's breathing patterns. Our proprietary algorithm tracks breathing patterns and the neurostimulator delivers electrical stimulation at the start of inspiration. This electrical stimulation of the hypoglossal nerve causes a slight forward movement of the back of the tongue that helps maintain an open airway, thereby preventing obstructive events and enabling the patient to inhale freely.

              To receive the Inspire system, patients undergo a short outpatient surgical procedure, typically lasting two hours, during which the neurostimulator, sensing lead and stimulation lead are implanted. The procedure is minimally invasive and performed with a series of three small incisions. Patients typically recover quickly and are able to resume normal activities in just a few days. Initial activation of the system occurs 30 days after the implantation. After the initial activation, the patient is instructed to use the therapy each night by turning on their Inspire system before going to sleep using their remote control.

90


Table of Contents

              The following pictures depict the Inspire neurostimulator and patient remote control, shown with a quarter for scale.

GRAPHIC

              Patients turn their Inspire system on when they plan to go to sleep and turn it off when they awaken. The device has a programmed delay, typically 30 minutes, to allow patients to fall asleep naturally before the device activates. It then monitors the patient's breathing patterns and delivers mild stimulation to the hypoglossal nerve at the start of the inspiratory phase, causing a slight forward movement at the back of the tongue to maintain an open airway during the inspiratory phase of respiration. The therapy is designed to provide stimulation for each breath to prevent obstructive events.

91


Table of Contents

              The following pictures depict the anatomy of a patient experiencing an OSA event. The patient's soft palate and the base of the patient's tongue are obstructing the patient's airway and limiting airflow to the lungs.


Obstructed Airway

GRAPHIC

              The following pictures depict the anatomy of the patient after mild stimulation of the hypoglossal nerve, which caused the patient's tongue to move forward slightly, opening the patient's airway and restoring airflow to the lungs.


Open Airway

GRAPHIC

              The effectiveness of Inspire therapy to relieve OSA is objectively measured during a sleep study or polysomnogram. A sleep study records a patient's breathing, airflow and blood oxygen levels before and after activating the device. Before activation, the patient experiences multiple periods of interrupted breathing, and oxygen levels repeatedly drop before the patient experiences a transient arousal that allows air intake. The polysomnogram below shows that after activating Inspire therapy, the patient exhibited a more regular breathing pattern, higher and more consistent blood oxygen levels, and fewer or no transient arousals.

92


Table of Contents


Polysomnogram Before and After Activation of Inspire System

GRAPHIC

Benefits of Inspire Therapy

              We believe our Inspire therapy overcomes many of the limitations of CPAP and other current treatments of moderate to severe OSA by providing the following key benefits:

    Safe, effective and durable treatment.  Results from our clinical trials provide compelling safety and efficacy data regarding the clinical benefits of Inspire therapy as many as five years after initial treatment. The results from our STAR trial, a five-year follow-up phase III pivotal trial, demonstrated an approximately 70% reduction in the median AHI from a baseline of 29.3 events per hour to 9.0 events per hour at 12 months following initial treatment. Ongoing STAR trial follow-up has shown similar results to the initial data at 18 months, three years and five years. At five years, median AHI remained low at 6.2 events per hour.

    Closed-loop system.  The Inspire system uses a proprietary algorithm to continuously monitor a patient's breathing patterns and provide electrical stimulation during the inspiratory phase, working with the body's natural actions to keep the airway open during the breathing cycle.

    Comfortable and convenient therapy resulting in high patient satisfaction.  Data reported on the first 301 patients in our ongoing ADHERE patient registry, which we established to follow patients who have been implanted with an Inspire system, demonstrated that these patients used Inspire therapy a median of 46 hours per week an average of four months after initial treatment, with overall patient satisfaction reported to be at 92%.

    Strong patient compliance.  Results from our STAR trial demonstrated that 80% of patients continue to use Inspire therapy on a nightly basis five years after initial treatment.

93


Table of Contents

    Minimally invasive outpatient procedure.  The Inspire system's implantable components are placed during an approximately two-hour outpatient procedure. The procedure is minimally invasive and performed with three small incisions. Patients typically recover quickly and are able to resume normal activities within a week.

    Long-lasting solution.  Our Inspire system uses a battery designed to last approximately 11 years without charging or maintenance.

Inspire Therapy Market Opportunity

              We believe there is a significant population in the United States with moderate to severe OSA who are unable to use or get consistent benefit from CPAP and who are eligible for our Inspire therapy. Based on industry sources, we estimate that approximately 2 million patients are prescribed a CPAP device annually in the United States. Based on published literature, we estimate that at least 35% of patients prescribed a CPAP device are not compliant with the therapy. We estimate that approximately 70% of the non-compliant patients are eligible for treatment with Inspire therapy, based on historical data we observed from routine endoscopic evaluations conducted during our STAR trial to determine whether a patient's airway anatomy would allow for effective treatment with Inspire therapy. As a result, we estimate the annual total addressable market for our Inspire therapy in the United States to be approximately 500,000 patients, which, based on our average selling price per implantation, represents an annual market opportunity of approximately $10 billion. We also believe there is a substantial market opportunity outside the United States.

Commercialization of Inspire Therapy

              In the United States, before we can market a new medical device, or a new use of, new claim for or significant modification to an existing product, we must first receive FDA clearance. We obtained PMA approval for our Inspire system in 2014. Additionally, we received a CE mark for commercialization of our Inspire system in Europe in 2011. To commercialize our Inspire system, both in the United States and Europe, we focus on physician and patient awareness and adoption of our Inspire therapy. To achieve this, our commercialization strategy primarily consists of our direct sales force engaging in sales efforts and promotional activities focused on ENT physicians and sleep centers and highlighting our compelling clinical data and value proposition. Our direct sales force utilizes strong direct-to-patient marketing initiatives to create awareness of the benefits of our Inspire system. We intend to make significant investments building our sales and marketing organization by increasing the number of U.S. sales representatives and continuing our direct-to-patient marketing efforts in existing and new markets throughout the United States and in Europe.

              In addition, a significant part of our commercialization effort consists of supporting our customers through the reimbursement process. Our Inspire system is currently reimbursed primarily on a per-patient prior authorization basis for patients covered by commercial payors, on a medical necessity basis for most patients covered by Medicare, and under U.S. government contract for patients who are treated by the Veterans Health Administration. We have also secured positive coverage policies from six U.S. commercial payors at the local and regional level. Our ability to continue to successfully commercialize our Inspire system will depend in large part on our ability to leverage our prior authorization model while we work with commercial payors to create new positive coverage policies in each market in which we operate.

Treatment with Inspire Therapy

Patient Selection

              Inspire therapy is indicated for patients with moderate to severe OSA (AHI of 15 to 65) who do not have significant CSA and do not have a complete concentric collapse of the airway at the soft

94


Table of Contents

palate level. Patients undergo a drug-induced sleep endoscopy performed by an ENT surgeon in order to confirm that they satisfy this anatomical requirement. In addition, patients in the United States must have been confirmed to fail or be unable to tolerate positive airway pressure treatments, such as CPAP, and be 22 years of age or older, though there are no similar requirements for patients in Europe. Patients who fail positive airway pressure, or PAP, are those that are not able to eliminate moderate to severe OSA despite PAP usage. Patients who cannot tolerate PAP treatments are those who either are unable to use PAP more than five nights per week for at least four hours per night, or who are unwilling to use PAP treatment. We have submitted a PMA supplement to the FDA to expand our indication in the United States to patients as young as 12 years of age, which is currently under review.

Implantation

              The Inspire system is implanted under general anesthesia through three small incisions. One incision is under the lower jaw, where the stimulation lead is attached around a distal branch of the hypoglossal nerve that is responsible for forward movement of the tongue. A second incision in the upper right chest below the clavicle is used to implant the neurostimulator, which houses all the electronics and battery power for the device. The last incision is made near the ribs, where a pressure sensing lead is placed to monitor the breathing cycle. The functionality of the Inspire system is tested in the operating room to verify proper placement of the stimulation and pressure sensing leads. The wires for the electrodes are tunneled under the skin and the incisions are closed. The Inspire system is powered by a battery in the neurostimulator that is designed to last approximately 11 years without needing to be recharged. After this time, the neurostimulator is replaced during a simple outpatient procedure.

              The implantation procedure is performed in an outpatient setting and surgery is completed in approximately two hours. Patients may experience mild discomfort and swelling at the incision sites for a few days that is usually managed with over-the-counter pain medications. Patients can return home and resume a normal diet shortly after completion of the procedure and resume most daily activities within a week. The only restriction on their activity is to avoid strenuous activities until the incisions have had time to heal.

Activation

              Patients are allowed to heal for a month before the Inspire system is activated through a wireless connection to the device in the clinician's office. The initial activation is performed by the clinician using a programming tablet that is able to turn the system on as well as change various parameters such as the strength of the stimulating pulse, the sensitivity of the detection, the timing and length of the pulse, and which part of the stimulating electrode should be used. With the exception of pulse strength, the factory default settings are used in the majority of patients. The pulse strength is initially adjusted to the lowest level required to move the tongue out of the way without causing discomfort.

              Patients receive a remote control that they use to turn their Inspire system on when they plan to go to sleep and to turn it off when they awaken. The device has a programmed delay, typically 30 minutes, to allow patients to fall asleep naturally before the device activates. It then delivers mild stimulation to the hypoglossal nerve, causing the tongue to move as the patient is inhaling. The remote enables patients to adjust the strength of the stimulation to optimize their therapy and comfort. The range of control given to patients is limited to avoid setting the strength of the stimulation to an ineffective or excessively high level. Patients also have the ability to temporarily pause therapy if they awaken during the night.

95


Table of Contents

Clinical Results and Studies

              A significant body of published clinical evidence, which includes four sponsored and more than six independent clinical studies that evaluated approximately 775 patients, including more than 280 patients evaluated in independent clinical studies, supports the safety and effectiveness of our Inspire therapy. The results of the STAR trial, our phase III pivotal clinical trial that served as the basis for the FDA approval of our PMA application, were published in the New England Journal of Medicine, and the results of additional clinical studies have been published in more than 40 peer-reviewed publications. We have established a global patient registry, which we refer to as our ADHERE patient registry, to collect data on safety, effectiveness, weekly usage, overall compliance and satisfaction from patients who have been implanted with an Inspire system. The table below highlights key findings from certain of these studies and data from the first 301 patients in our ADHERE patient registry, including significant improvements in objective sleep measures and patient-reported quality of life measures, strong therapy compliance and a favorable safety profile.

 
  STAR Trial(1)   German
Post-Market
Study(1)
  ADHERE
Patient Registry(1)
  TJUH and
UPMC
Evaluation(2)

Number of Inspire therapy patients

  124   97   56   301   48 / 49

Time following implantation

  12 months   5 years   12 months   2-6 months   3 months

AHI—Baseline

  29.3   29.3   28.6   32.5   35.9 / 35.3

AHI—Therapy

  9.0   6.2   9.5   5.5   6.3 / 6.3

ESS—Baseline

  11.0   11.0   13.0   12.0   11.1 / 10.9

ESS—Therapy

  6.0   6.0   6.5   7.0   5.8 / 6.6

FOSQ—Baseline

  14.6   14.6   13.7   *   *

FOSQ—Therapy

  18.2   18.7   18.6   *   *

Therapy compliance

  86% daily; 93% 5+ days weekly   80% daily   Average 39 hours per week; 89% ³20 hours per week   Average 6.5 hours per night; 90% ³20 hours per week   Average >45 hours per week; >75% ³40 hours per week

*
Not measured.

(1)
Median results.

(2)
Mean results.

STAR Trial

Overview

              We sponsored the STAR trial, a multi-center, prospective, single-group, cohort design study that began in 2010 at 22 medical centers across the United States and Europe. We evaluated 126 patients who were confirmed to fail or were unable to tolerate positive airway treatments, such as CPAP. Of the 126 patients, 83% were men, the mean age was 54.5 years and the mean body-mass index was 28.4.

              The primary outcome measures were a reduction in AHI from baseline to 12 months of more than 50% along with final AHI being less than 20 events per hour, and a reduction from baseline to 12 months of more than 50% in oxygen desaturation index, or ODI, which measures the number of times per hour of sleep that the blood's oxygen level drops by at least 4% below baseline. These are objective quantitative metrics that are measured during an in-office sleep study or polysomnogram, which also provides important objective measures of sleep quality.

96


Table of Contents

              Secondary outcome measures evaluated a patient's quality of life using two standard and validated patient questionnaires, the Functional Outcomes of Sleep Questionnaire, or FOSQ, and the Epworth Sleepiness Scale, or ESS. A clinically relevant improvement in FOSQ is 2.0 points from baseline, and a normalized patient has a FOSQ score greater than 17.9. ESS scores of 10 or greater reflect excessive daytime sleepiness. An additional secondary outcome measured the percentage of sleep time during which a patient's blood oxygen saturation level was below 90%.

              After 12 months, 46 consecutive patients who met the criteria of having a response to therapy were then included in a randomized, controlled therapy-withdrawal trial. These patients were randomly assigned, in a 1:1 ratio, to a therapy-withdrawal group, which had the device turned off for at least five days until a sleep study or polysomnogram was performed, or to a therapy-maintenance group, which continued nightly use of the device.

              We have continued to follow patients from the STAR trial to collect data regarding long-term efficacy and utilization. See "—Long-Term Benefits of Inspire Therapy."

Results

              The results of the STAR trial were initially published in January 2014 in the New England Journal of Medicine. The trial met both of its primary endpoints at 12 months, as well as all secondary endpoints.

              The median AHI for patients in the STAR trial decreased from 29.3 events per hour to 9.0 events per hour at 12 months (p<0.001). The median ODI decreased from 25.4 events per hour to 7.4 events per hour (p<0.001). Patients reported significantly improved quality of life based on the FOSQ, on which median scores increased from 14.6 to 18.2 out of a maximum score of 20 (p<0.001). Patients also had less daytime sleepiness as quantified by a decrease in the median ESS from 11.0 to 6.0 (p<0.001). In the trial, the percentage of sleep time during which a patient's blood oxygen saturation levels was below 90% was reduced from 5.4% to 0.9% at 12 months (p=0.01).


Inspire therapy efficacy data from STAR trial at 12 months

GRAPHIC   GRAPHIC

              After 12 months' follow-up with 126 implanted patients, 124 patients (98%) remained active users of our Inspire therapy. One patient died unexpectedly due to an unrelated cause, and one participant requested a device removal for personal reasons because the patient was a non-responder. Data at 12 months showed that 86% of patients (106 of 123) used the device daily and 93% (115 of 123) used the device at least five days a week, with data unavailable from one patient.

              The effectiveness of Inspire therapy was further demonstrated by the results of the therapy-withdrawal portion of the trial, which showed a significant difference between the therapy-withdrawal group and the therapy-maintenance group with respect to the change in the AHI score from the

97


Table of Contents

assessment at 12 months of the cohort study to the assessment at the end of the therapy-withdrawal study. As illustrated in the charts below, a difference in change in mean scores of 16.4 events per hour was observed (p<0.001), and a similar effect was observed for the mean ODI scores.


Withdrawal of Inspire therapy results in reversal of therapeutic benefit as measured by AHI and ODI

GRAPHIC   GRAPHIC

Safety

              Patients from the STAR trial reported various adverse events, typically mild and resolved within five days, which can be divided into two categories. The first category includes those occurring immediately subsequent to the implantation procedure. In this category, 26% of patients reported incision pain and 25% reported post-operative discomfort. There was only one report of a mild infection associated with the procedure. The second category includes device-related adverse events that were reported in the first 18 months after implantation. In this category, 47% of patients reported discomfort due to stimulation at some point during this period, which was generally resolved with programming adjustments to the device. Other common reports included tongue abrasion, headaches and mouth dryness.

Explants and Revisions

              Two patients out of 126 in the STAR trial did not complete the trial. One patient died unexpectedly due to an unrelated cause, and one patient requested a device removal because the patient was a non-responder. Two other patients underwent revision surgeries to reposition the device to address patient discomfort.

Long-term Benefits of Inspire Therapy

              Patients receiving Inspire therapy in the STAR trial have been followed for long-term efficacy and utilization. The median AHI in these patients decreased from 29.3 events per hour to 9.0 events per hour after 12 months and the median ODI decreased from 25.4 events per hour to 7.4

98


Table of Contents

events per hour after 12 months. After five years, the median AHI in these patients was 6.2 events per hour and the median ODI was 4.6 events per hour, as shown below.

GRAPHIC   GRAPHIC

              Patient-reported outcomes after five years also found a roughly 45% improvement and a roughly 28% improvement in daytime sleepiness as measured by ESS and FOSQ, respectively, and 80% of patients reported nightly usage. These results are shown below.

GRAPHIC   GRAPHIC

GRAPHIC

99


Table of Contents

              After five years, approximately 90% of patients reported no or only soft snoring, compared to only 17% at baseline. Before obtaining therapy, 30% of patients reported that their bed partners occasionally had to leave the room because of their snoring. After five years of therapy, this number decreased to 1%.

GRAPHIC   GRAPHIC

German Post-Market Study

              We sponsored the German Post-Market Study, a multi-center post-approval study that evaluated 60 middle-aged, overweight patients, with measurements at two-, six- and 12-month intervals. The results of this study, which were published in The Laryngoscope in 2017, were consistent with the outcomes demonstrated in our STAR trial and showed median AHI being reduced from a baseline of 28.6 events per hour to 9.5 events per hour in 56 patients measured after 12 months. Over the same period, median ESS score improved from a baseline of 13.0 to 6.5 and median FOSQ score improved from a baseline of 13.7 to 18.6. There were three patients lost to follow-up and one patient requested removal of the device for cosmetic and other personal reasons. There were no serious device-related adverse events.

GRAPHIC   GRAPHIC

ADHERE Patient Registry

              We established our ADHERE patient registry to follow patients who have been implanted with an Inspire system, with a goal of collecting data on a group of at least 2,500 patients. Data gathered to date on the first 301 patients show that these patients used Inspire therapy an average of 45 hours per week when measured an average of four months after implantation. Median AHI in these patients was reduced from 32.5 events per hour to 5.5 events per hour and median ESS score improved from 12.0 to

100


Table of Contents

7.0 over the same period, as shown below. Overall satisfaction with Inspire therapy was reported by patients to be 92%, with 96% of patients reporting that they would choose the procedure again. In addition, 90% of patients reported a better experience than CPAP.

GRAPHIC   GRAPHIC

Independent Evaluations of Inspire Therapy

              As the adoption of Inspire therapy continues to expand, many implanting centers have conducted and/or will conduct their own independent studies.

              The effectiveness of our Inspire therapy has been documented by researchers at Thomas Jefferson University Hospital, or TJUH, and University of Pittsburgh Medical Center, or UPMC, who published their results in the Journal of Clinical Sleep Medicine in 2017. These researchers found that AHI decreased from a mean of over 35 events per hour to approximately six events per hour at both institutions after three months, in a group of 97 patients with a mean age of approximately 62 years and a mean body-mass index, or BMI, of approximately 28.5. Mean ESS scores also improved significantly at both institutions, as shown below. Patients at both institutions used the device for an average of more than 45 hours per week and more than 75% of patients used the device longer than 40 hours per week. One patient in the study requested removal of the device due to perceived lack of symptomatic improvement.

GRAPHIC   GRAPHIC

101


Table of Contents

              Positive results have been reported from a number of other independent studies to date, including:

    The University of Alabama-Birmingham reported on the outcomes from their first twenty-five consecutive cases treated with Inspire therapy. The median AHI in these patients decreased significantly from 38.5±18.6 to 6.5±13.2 (p<.0001). Eighty-three percent of the patients (21/25) achieved an AHI < 5 while 96% (24/25) achieved an AHI < 10, and mean device use was 49.5±10.4 hours/week. No major adverse events were reported.

    Physicians at NewYork-Presbyterian Hospital and Middlesex Hospital (CT) conducted a multi-center study reporting on 27 patients treated with Inspire therapy. Postoperative AHI was significantly reduced from 44.8±16.8 to 6.3±8.8 (p<0.001). Of the 27 patients, 14 (51.9%) achieved an AHI < 5. Twenty-three (85.2%) achieved an AHI < 15. Mean device use was 50.3±9.2 hours/week. A low rate of complications was reported.

    At a non-academic hospital in San Diego, data was collected on 22 consecutive patients treated with Inspire therapy. Implant times for these patients averaged 171±40 minutes. All implantations were completed without complications and AHI reductions were consistent among patients, with all patients measured achieving a titrated AHI < 5. Average device use was 7.0±1.0 hours/night.

Comparison of Inspire Therapy and UPPP

Cleveland Clinic Study

              A retrospective study comparing the effectiveness of hypoglossal nerve stimulation, or HNS, therapy utilizing our Inspire system to the effectiveness of UPPP was conducted by researchers at the Cleveland Clinic on two cohorts of patients treated for OSA. A cohort of 20 patients, with a mean age at the time of surgery of 42.1 and mean BMI of 27.5, underwent traditional UPPP airway reconstructive surgery, while a cohort of 20 patients, with a mean age at the time of surgery of 62.4 and mean BMI of 28.0, were treated with Inspire therapy. A higher percentage of patients who received Inspire therapy (65%) achieved reduction in AHI from the moderate to severe range into the normal range (defined as AHI <5) compared to patients who underwent UPPP (20%). Additionally, mean AHI for patients treated with Inspire therapy decreased by 88% while mean AHI for patients treated with UPPP decreased by 29%.

GRAPHIC

 

GRAPHIC

Thomas Jefferson University Hospital Study

              An additional study comparing the effectiveness of our Inspire therapy to the effectiveness of UPPP was conducted by researchers at Thomas Jefferson University Hospital on two cohorts of patients treated for OSA. A cohort of 33 patients, with a mean age of 43.5 and mean BMI of 29.6, underwent expansion sphincteroplasty, a variant of UPPP, while a cohort of 90 patients, with a mean

102


Table of Contents

age of 61.2 and mean BMI of 29.8, were treated with Inspire therapy. A higher percentage of patients who received Inspire therapy (88%) were successfully treated compared to patients who received UPPP (64%), with successful treatment defined as a reduction in AHI of at least 50% from baseline and achieving an AHI of less than 20 events per hour.


Success Rates of Expansion Sphincteroplasty versus Inspire Therapy

GRAPHIC

Sales and Marketing

              We have established a methodical approach to market development which centers on active engagement across three key stakeholders in the OSA treatment paradigm—patients, physicians and sleep centers.

              We sell our Inspire system through a direct sales force that primarily targets ENT physicians and sleep centers in the United States and Europe. The implant procedure for our Inspire therapy is typically performed by an ENT physician or in some cases by neurosurgeons. We also focus on sleep centers because they diagnose and manage large volumes of patients with sleep apnea and are often an important referral base for ENT physicians. In addition, because OSA is sometimes diagnosed during other procedures, we have developed programs to help educate general practitioners and specialists in other fields, such as cardiovascular surgeons, electrophysiologists and dentists, regarding our Inspire therapy.

              We have 30 sales representatives, which we refer to as territory managers, in the United States and six in Europe. We seek to recruit territory managers with strong sales backgrounds, direct experience developing markets with new technologies and core knowledge of medical device coding, reimbursement and the prior authorization process.

              We also utilize direct communication channels to inform and educate patients about Inspire therapy and to enable them to connect with active clinical sites that offer our Inspire systems. Our primary methods of patient outreach are Facebook, Google ad placements and radio advertisements (either local or satellite). The objective of this outreach is to bring patients to our website, where they can find educational materials and videos on sleep apnea and the use and benefits of our Inspire therapy, contact information for physicians and clinical sites and information regarding community awareness events.

              We believe our patient outreach efforts have been effective in bringing potential patients to our website and facilitating contact with our clinical sites. During 2017, we received an average of approximately 40,000 individual hits to our website each week and had over 1.1 million "engaged" visitors, defined as visitors who click at least two links while visiting our website and remain on the site

103


Table of Contents

for at least 30 seconds. In 2017, we had close to 400,000 visitors who used our website to find a physician in their area, with more than 17,000 visitors calling a clinical site to schedule an appointment.

Commercial Activities Outside of the United States

              We have six territory managers in Europe, five of whom are located in Germany. Our general practice is to limit commercial investments in European countries until such time as there is a determined reimbursement pathway. We provide consistent training in Europe as is conducted in the United States and have established a support team in Europe for patient outreach and education, implant support and device programming. We expect to continue to scale our commercial activities in Europe as we continue to develop country-wide reimbursement in additional markets.

Third-Party Reimbursement

              Our market access team is responsible for all of our reimbursement processes and initiatives. Our team includes 12 professionals who are focused on all key aspects of reimbursement, which include coding, payment and coverage.

Coding and Payment

              In the United States, we sell our products to hospitals and ASCs. These customers in turn bill various third-party payors, such as commercial payors and government agencies, for the cost required to treat each patient.

              Third-party payors require physicians and hospitals to identify the service for which they are seeking reimbursement by using Current Procedural Terminology, or CPT, codes, which are created and maintained by the American Medical Association, or AMA. Implantation of our Inspire neurostimulator and stimulation lead are described by CPT code 64568, which is the code describing the implantation of a cranial nerve stimulator. Implantation of our Inspire pressure sensing lead is described by CPT code 0466T, a Category III code published by the AMA in January 2017. In May 2018, the AMA is scheduled to review an application for the conversion of our pressure sensing lead's CPT code from a temporary Category III CPT code into a permanent Category I CPT code.

              Physician reimbursement under Medicare generally is based on a defined fee schedule, the Physician Fee Schedule, through which payment amounts are determined by the relative values of the professional service rendered. Medicare provides reimbursement to our hospital customers under the hospital outpatient prospective payment system, or HOPPS, which provides bundled amounts generally intended to reimburse the hospital for all facility costs related to procedures performed in the hospital outpatient setting. Under the HOPPS, the national average Medicare payment to the hospital for this procedure is slightly more than $27,000, which covers the hospitals' costs for the device and the implantation procedure. The surgeon is reimbursed an additional physician payment under the Medicare Physician Fee Schedule. Reimbursement rates from commercial payors vary depending on the procedure performed, the commercial payor, contract terms, and other factors.

Commercial Payor and Government Program Coverage

              A core pillar of our reimbursement strategy involves broadening our third-party payor coverage. We continue to have active discussions with commercial payors to establish positive national coverage policies by highlighting our compelling and robust clinical data, the economic cost-savings associated with highly compliant OSA treatment, increased patient demand and support from leading medical societies and key opinion leaders. Approximately 230 commercial payors have reimbursed hospitals and ASCs for the Inspire device and procedure, although a number of commercial payors have adopted noncoverage policies for hypoglossal nerve stimulation, including procedures involving the Inspire system. In 2017, commercial payors reimbursed approximately 60% of Inspire implants in the

104


Table of Contents

United States. We have secured positive coverage policies from six U.S. commercial payors at the local and regional level, namely the Cleveland Clinic Health Plan, the Ohio State University Health Plan, AvMed, Medica, Preferred One and the Henry Ford Health Plan (HAP).

              Procedures involving our Inspire system may be reimbursed on a medical necessity basis for Medicare patients, though certain local Medicare contractors have adopted noncoverage policies for procedures involving the Inspire system. In 2017, Medicare accounted for approximately 30% of all Inspire system implantations in the United States, although we expect this percentage to decrease over time as commercial policies are developed. In addition, we have a contract with the U.S. government that covers implantations of our Inspire system performed in Veterans Affairs and military hospitals, which accounted for approximately 10% of all Inspire system implantations in 2017 in the United States.

Prior Authorization Approval Process

              A second pillar of our reimbursement strategy includes leveraging our market access team to assist patients and physicians in obtaining appropriate prior authorization approvals in advance of treatment on a case-by-case basis where positive coverage policies currently do not exist. We believe our market access team is highly effective in working with patients and physicians to obtain prior authorizations for our Inspire system including handling of the appeals process. In 2017, we received multiple prior authorization approvals from most of the largest commercial payors, for example UnitedHealth, Anthem, Cigna, Blue Cross Blue Shield and Humana. In addition, in 2017, market access team helped approximately 70% of patients who pursued the appeals process fully to secure prior authorizations with an average approval time of approximately two to three months, with only approximately 10% being denied external medical review approval while the remainder were lost to follow-up. Our market access team supported more than 1,500 individual patient submissions in 2017.

              We believe we will continue to benefit from this efficient prior authorization process in the near-term and in the longer-term by expanding positive coverage policies. We intend to expand our market access team and increase the number of annual patient submissions as we grow our operations.

Reimbursement Outside of the United States

              In Germany, the Institut für das Entgeltsystem im Krankenhaus, the German federal reimbursement agency, has granted the Neue Untersuchungs- und Behandlungsmethoden, or NUB, Status 1 coverage for our Inspire system. The NUB process allows for the introduction of new and innovative medical devices prior to reaching reimbursement eligibility and provides for a supplemental payment for new technologies in the German reimbursement system. NUB Status 1 is the highest of four levels and allows for full reimbursement for our Inspire system for the 84 participating hospitals in 2018. Under NUB Status 1, payors at these hospitals are obligated to cover the gaps in treatment costs for the Inspire system.

              Reimbursement in European countries outside of Germany is primarily provided by single center hospitals from their operating budgets, but we intend to continue to develop reimbursement in other European countries including the Netherlands, Belgium, France, the Nordic region and any other new market that we may enter in the future.

Research and Development

Product Evolution and Next Generation Products

              The first Inspire device was developed by Medtronic in the early 1990s as a radio frequency controlled device that required an external apparatus to deliver electrical stimulation to the hypoglossal nerve. The first fully implantable, respiration-sensing, closed-loop Inspire system was developed shortly

105


Table of Contents

thereafter. Based on the initial clinical trial results, which were published in 2001, Medtronic began developing what became known as our Inspire II system, introducing a new, more durable stimulation lead and lower-power neurostimulator, and relocating the pressure sensing lead to between the intercostal muscle layers.

              After our inception and the spin-off of the Inspire business from Medtronic in 2007, our primary focus was to requalify the Inspire II system and resume clinical trial activity. We completed a phase I feasibility trial along with a phase II dosing or patient selection trial in 2009. In 2011, we began our phase III pivotal STAR trial. The STAR trial was completed and published in the New England Journal of Medicine in January 2014 and we received PMA approval in April 2014. Additionally, we received a CE mark for commercialization in Europe in 2011.

              We continue to invest in advancing our Inspire system with the goal of providing patients more effective and less invasive therapy for OSA. In 2017, we released the Inspire IV neurostimulator, which is 40% smaller than the previous version while maintaining approximately 11 years of battery life. Patients with this version of the Inspire system are now able to undergo an MRI scan of the head or extremities. The Inspire IV device was launched in the United States in July 2017. The Inspire IV neurostimulator is not yet approved in Europe, but we anticipate that this product will become available by the second half of 2018 in Europe.

              A newly designed pressure sensing lead was developed in 2017 and was submitted to the FDA for regulatory review and approval. The new sensor improves handling characteristics over the existing sensor lead, including added guidance for the use of surgical tools and handling locations.

              Our fifth generation of the Inspire neurostimulator is in the concept phase of development. We are also developing a cloud-based patient management system called Inspire Cloud, which is being designed to allow physicians to monitor patient compliance and therapy efficacy.

Additional Indications

              We have sought and continue to seek to expand the approved indications for our Inspire therapy. For instance, in January 2017, the FDA approved a PMA supplement expanding the indicated AHI range for our Inspire therapy from 20 to 65 events per hour to 15 to 65 events per hour.

              We have submitted a PMA supplement to the FDA to expand our indication in the United States to patients as young as 12 years of age. This expanded indication would also allow pediatric patients with Down syndrome to be treated with Inspire therapy.

              Patients born with Down syndrome have higher rates of OSA than the general pediatric population. The incidence rate can range from 30% to 60% in children with Down syndrome, compared to 1% in the general population. OSA remains a long-term disability in many of these individuals, and CPAP compliance in this patient population is significantly worse than in the general population. Results from a six-patient trial in adolescents with Down syndrome were published in 2017 in JAMA Otolaryngology—Head & Neck Surgery demonstrating the safety and efficacy of Inspire therapy for treating this patient population. Results from this investigator-initiated trial suggest that Inspire therapy may have therapeutic potential in Down syndrome patients.

              Our research and development team focuses on the products currently under development, including our clinical trials, as well as feasibility studies in which we are evaluating different design configurations to enhance product functionality for future generations of the Inspire system. For the years ended December 31, 2015, 2016 and 2017, we incurred research and development expenses of $7.1 million, $7.1 million and $6.2 million, respectively.

106


Table of Contents

Competition

              Our industry is subject to rapid change from the introduction of new products and technologies and other activities of industry participants. We compete as a second-line therapy in the OSA treatment market for patients with moderate to severe OSA.

              We consider our primary competition to be other neurostimulation technologies designed to treat OSA, though we are currently the only such technology approved for commercialization in the United States by the FDA. Outside the United States, we compete with ImThera (now a part of LivaNova), which markets an open-loop neurostimulation device. ImThera is currently conducting clinical trials of its device in the United States. We believe other emerging businesses are in the early stages of developing neurostimulation devices.

              We also compete, both within and outside of the United States, with invasive surgical treatment options such as UPPP, MMA and robotic tongue reduction surgery, and, to a lesser extent, oral appliances, which are primarily used in the treatment of mild to moderate OSA. We do not believe we directly compete with CPAP or other types of positive airway pressure devices because in the United States, Inspire therapy is only indicated for patients who have been confirmed to fail or cannot tolerate positive airway pressure treatments, such as CPAP.

              We believe that the primary competitive factors in the OSA treatment market are:

    company, product and brand recognition;

    product safety, reliability and durability;

    quality and volume of clinical data;

    effective marketing to and education of patients, physicians and sleep centers;

    product ease of use and patient comfort;

    sales force experience and access;

    product support and service;

    technological innovation, product enhancements and speed of innovation;

    pricing and revenue strategies;

    procedure costs to patients;

    effectiveness of reimbursement teams and strategies; and

    dedicated practice development and clinical training teams.

              Most of the other OSA treatments against which we compete have a greater penetration into the OSA treatment market. Oral appliances and other surgical treatments are better known to ENT physicians, sleep centers and the other physicians on whom we rely for referrals, but we believe physician awareness of our Inspire therapy is increasing.

              We also compete with other medical technology companies to recruit and retain qualified sales, training and other personnel, including members of our in-house prior authorization team.

Intellectual Property

              We rely on a combination of patent, copyright, trademark and trade secret laws and confidentiality and invention assignment agreements to protect our intellectual property rights. As of January 31, 2018, we had rights to 19 issued U.S. patents, which will expire between 2018 and 2035, 20 pending U.S. patent applications, 21 issued foreign patents and 27 pending foreign patent

107


Table of Contents

applications. Our patents cover aspects of our current Inspire system and future product concepts. Some of the issued foreign patents and pending foreign patent applications preserve an opportunity to pursue patent rights in multiple countries.

              There is no active patent litigation involving any of our patents and we have not received any notices of patent infringement.

              As of January 31, 2018, we had eight pending and registered trademark filings worldwide, some of which may apply to multiple countries.

              We also rely, in part, upon unpatented trade secrets, know-how and continuing technological innovation, and may in the future rely upon licensing opportunities, to develop and maintain our competitive position. We protect our proprietary rights through a variety of methods, including confidentiality and assignment agreements with suppliers, employees, consultants and others who may have access to our proprietary information.

              Our pending patent applications may not result in issued patents, and we cannot assure you that any current or subsequently issued patents will protect our intellectual property rights or provide us with any competitive advantage. While there is no active litigation involving any of our patents or other intellectual property rights and we have not received any notices of patent infringement, we may be required to enforce or defend our intellectual property rights against third parties in the future. See "Risk Factors—Risks Related to Intellectual Property Matters" for additional information regarding these and other risks related to our intellectual property portfolio and their potential effect on us.

License Agreement with Medtronic

              In November 2007, we entered into an assignment and license agreement with Medtronic, or the Assignment and License Agreement, pursuant to which Medtronic assigned certain patents and trademarks to us and granted to us a worldwide, royalty-free license to certain other patents and technical information to make, use, import and sell products and to practice methods in the field of electrical stimulation of the upper airway for the treatment of obstructive sleep apnea, or the Field. We share co-exclusive rights with Medtronic under this license; however, Medtronic may not exercise its rights unless we make an assignment for the benefit of our creditors, file or have filed against us a bankruptcy petition or go into receivership. We also granted to Medtronic certain worldwide, royalty-free, exclusive licenses to the patents Medtronic assigned to us, as well as other intellectual property (including but not limited to Technical Information (as defined in the Assignment and License Agreement)) that applies to a device and methods with certain specifications for use in the Field, to make, use, import and sell products and to practice methods outside of the Field. The licenses granted are perpetual and irrevocable.

Manufacturing and Supply

              We rely on third-party suppliers to manufacture our Inspire system and its components. Outsourcing manufacturing reduces our need for capital investment and reduces operational expense. Additionally, outsourcing provides expertise and capacity necessary to scale up or down based on demand for our Inspire system. We select our suppliers to ensure that our Inspire system and its components are safe and effective, adhere to all applicable regulations, are of the highest quality, and meet our supply needs. We employ a rigorous supplier assessment, qualification, and selection process targeted to suppliers that meet the requirements of the FDA and the International Organization for Standardization and quality standards supported by internal policies and procedures. Our quality assurance process monitors and maintains supplier performance through qualification and periodic supplier reviews and audits.

108


Table of Contents

              Certain components used in our Inspire system are supplied by single-source suppliers. Our suppliers manufacture the components they produce for us and test our components and devices to our specifications. We intend to maintain sufficient levels of inventory to enable us to continue our operations while we obtain another supplier in the event that one or more of our single-source suppliers were to encounter a delay in supply or end supply.

Government Regulation

              Our products and our operations are subject to extensive regulation by the FDA and other federal and state authorities in the United States, as well as comparable authorities in the EEA. Our products are subject to regulation as medical devices under the Federal Food, Drug, and Cosmetic Act, or FDCA, as implemented and enforced by the FDA. The FDA regulates the development, design, non-clinical and clinical research, manufacturing, safety, efficacy, labeling, packaging, storage, installation, servicing, recordkeeping, premarket clearance or approval, import, export, adverse event reporting, advertising, promotion, marketing and distribution, and import and export of medical devices to ensure that medical devices distributed domestically are safe and effective for their intended uses and otherwise meet the requirements of the FDCA.

              In addition to U.S. regulations, we are subject to a variety of regulations in the EEA governing clinical trials and the commercial sales and distribution of our products. Whether or not we have or are required to obtain FDA clearance or approval for a product, we will be required to obtain authorization before commencing clinical trials and to obtain marketing authorization or approval of our products under the comparable regulatory authorities of countries outside of the United States before we can commence clinical trials or commercialize our products in those countries. The approval process varies from country to country and the time may be longer or shorter than that required for FDA clearance or approval.

FDA Premarket Clearance and Approval Requirements

              Unless an exemption applies, each medical device commercially distributed in the United States requires either FDA clearance of a 510(k) premarket notification or PMA approval. Under the FDCA, medical devices are classified into one of three classes—Class I, Class II or Class III—depending on the degree of risk associated with each medical device and the extent of manufacturer and regulatory control needed to ensure its safety and effectiveness. Class I includes devices with the lowest risk to the patient and are those for which safety and effectiveness can be assured by adherence to the FDA's General Controls for medical devices, which include compliance with the applicable portions of the QSR, facility registration and product listing, reporting of adverse medical events, and truthful and non-misleading labeling, advertising, and promotional materials. Class II devices are subject to the FDA's General Controls, and special controls as deemed necessary by the FDA to ensure the safety and effectiveness of the device. These special controls can include performance standards, post-market surveillance, patient registries and FDA guidance documents. While most Class I devices are exempt from the 510(k) premarket notification requirement, manufacturers of most Class II devices are required to submit to the FDA a premarket notification under Section 510(k) of the FDCA requesting permission to commercially distribute the device. The FDA's permission to commercially distribute a device subject to a 510(k) premarket notification is generally known as 510(k) clearance. Under the 510(k) process, the manufacturer must submit to the FDA a premarket notification demonstrating that the device is "substantially equivalent" to either a device that was legally marketed prior to May 28, 1976, the date upon which the Medical Device Amendments of 1976 were enacted, or another commercially available device that was cleared to through the 510(k) process.

              Devices deemed by the FDA to pose the greatest risks, such as life-sustaining, life-supporting or some implantable devices, or devices that have a new intended use, or use advanced technology that is not substantially equivalent to that of a legally marketed device, are placed in Class III, requiring

109


Table of Contents

approval of a PMA. Some pre-amendment devices are unclassified, but are subject to the FDA's premarket notification and clearance process in order to be commercially distributed.

              Our currently marketed Inspire products are Class III devices which have received PMA approval.

PMA Approval Pathway

              Class III devices require PMA approval before they can be marketed although some pre-amendment Class III devices for which the FDA has not yet required a PMA are cleared through the 510(k) process. The PMA process is more demanding than the 510(k) premarket notification process. In a PMA, the manufacturer must demonstrate that the device is safe and effective, and the PMA must be supported by extensive data, including data from preclinical studies and human clinical trials. The PMA must also contain a full description of the device and its components, a full description of the methods, facilities and controls used for manufacturing, and proposed labeling. Following receipt of a PMA, the FDA determines whether the application is sufficiently complete to permit a substantive review. If the FDA accepts the application for review, it has 180 days under the FDCA to complete its review of a PMA, although in practice, the FDA's review often takes significantly longer, and can take up to several years. An advisory panel of experts from outside the FDA may be convened to review and evaluate the application and provide recommendations to the FDA as to the approvability of the device. The FDA may or may not accept the panel's recommendation. In addition, the FDA will generally conduct a preapproval inspection of the applicant or its third-party manufacturers' or suppliers' manufacturing facility or facilities to ensure compliance with the Quality System Regulation, or QSR.

              The FDA will approve the new device for commercial distribution if it determines that the data and information in the PMA constitute valid scientific evidence and that there is reasonable assurance that the device is safe and effective for its intended use(s). The FDA may approve a PMA with post-approval conditions intended to ensure the safety and effectiveness of the device, including, among other things, restrictions on labeling, promotion, sale and distribution, and collection of long-term follow-up data from patients in the clinical study that supported PMA approval or requirements to conduct additional clinical studies post-approval. The FDA may condition PMA approval on some form of post-market surveillance when deemed necessary to protect the public health or to provide additional safety and efficacy data for the device in a larger population or for a longer period of use. In such cases, the manufacturer might be required to follow certain patient groups for a number of years and to make periodic reports to the FDA on the clinical status of those patients. Failure to comply with the conditions of approval can result in material adverse enforcement action, including withdrawal of the approval.

              Certain changes to an approved device, such as changes in manufacturing facilities, methods, or quality control procedures, or changes in the design performance specifications, which affect the safety or effectiveness of the device, require submission of a PMA supplement. PMA supplements often require submission of the same type of information as a PMA, except that the supplement is limited to information needed to support any changes from the device covered by the original PMA and may not require as extensive clinical data or the convening of an advisory panel. Certain other changes to an approved device require the submission of a new PMA, such as when the design change causes a different intended use, mode of operation, and technical basis of operation, or when the design change is so significant that a new generation of the device will be developed, and the data that were submitted with the original PMA are not applicable for the change in demonstrating a reasonable assurance of safety and effectiveness.

110


Table of Contents

Clinical Trials

              Clinical trials are almost always required to support a PMA and are sometimes required to support a 510(k) submission. All clinical investigations of investigational devices to determine safety and effectiveness must be conducted in accordance with the FDA's investigational device exemption, or IDE, regulations which govern investigational device labeling, prohibit promotion of the investigational device, and specify an array of recordkeeping, reporting and monitoring responsibilities of study sponsors and study investigators. If the device presents a "significant risk" to human health, as defined by the FDA, the FDA requires the device sponsor to submit an IDE application to the FDA, which must become effective prior to commencing human clinical trials. A significant risk device is one that presents a potential for serious risk to the health, safety or welfare of a patient and either is implanted, used in supporting or sustaining human life, substantially important in diagnosing, curing, mitigating or treating disease or otherwise preventing impairment of human health, or otherwise presents a potential for serious risk to a subject. An IDE application must be supported by appropriate data, such as animal and laboratory test results, showing that it is safe to test the device in humans and that the testing protocol is scientifically sound. The IDE will automatically become effective 30 days after receipt by the FDA unless the FDA notifies the company that the investigation may not begin. If the FDA determines that there are deficiencies or other concerns with an IDE for which it requires modification, the FDA may permit a clinical trial to proceed under a conditional approval.

              In addition, the study must be approved by, and conducted under the oversight of, an Institutional Review Board, or IRB, for each clinical site. The IRB is responsible for the initial and continuing review of the IDE, and may pose additional requirements for the conduct of the study. If an IDE application is approved by the FDA and one or more IRBs, human clinical trials may begin at a specific number of investigational sites with a specific number of patients, as approved by the FDA. If the device presents a non-significant risk to the patient, a sponsor may begin the clinical trial after obtaining approval for the trial by one or more IRBs without separate approval from the FDA, but must still follow abbreviated IDE requirements, such as monitoring the investigation, ensuring that the investigators obtain informed consent, and labeling and record-keeping requirements. Acceptance of an IDE application for review does not guarantee that the FDA will allow the IDE to become effective and, if it does become effective, the FDA may or may not determine that the data derived from the trials support the safety and effectiveness of the device or warrant the continuation of clinical trials. An IDE supplement must be submitted to, and approved by, the FDA before a sponsor or investigator may make a change to the investigational plan that may affect its scientific soundness, study plan or the rights, safety or welfare of human subjects.

              During a study, the sponsor is required to comply with the applicable FDA requirements, including, for example, trial monitoring, selecting clinical investigators and providing them with the investigational plan, ensuring IRB review, adverse event reporting, record keeping and prohibitions on the promotion of investigational devices or on making safety or effectiveness claims for them. The clinical investigators in the clinical study are also subject to FDA regulations and must obtain patient informed consent, rigorously follow the investigational plan and study protocol, control the disposition of the investigational device, and comply with all reporting and recordkeeping requirements. Additionally, after a trial begins, we, the FDA or the IRB could suspend or terminate a clinical trial at any time for various reasons, including a belief that the risks to study subjects outweigh the anticipated benefits.

Post-market Regulation

              After a device is cleared or approved for marketing, numerous and pervasive regulatory requirements continue to apply. These include:

    establishment registration and device listing with the FDA;

    QSR requirements, which require manufacturers, including third-party manufacturers, to follow stringent design, testing, control, documentation and other quality assurance procedures during all aspects of the design and manufacturing process;

111


Table of Contents

    labeling and marketing regulations, which require that promotion is truthful, not misleading, fairly balanced and provide adequate directions for use and that all claims are substantiated, and also prohibit the promotion of products for unapproved or "off-label" uses and impose other restrictions on labeling; FDA guidance on off-label dissemination of information and responding to unsolicited requests for information;

    the federal Physician Sunshine Act and various state and foreign laws on reporting remunerative relationships with health care customers;

    the federal Anti-Kickback Statute (and similar state laws) prohibiting, among other things, soliciting, receiving, offering or providing remuneration intended to induce the purchase or recommendation of an item or service reimbursable under a federal healthcare program, such as Medicare or Medicaid. A person or entity does not have to have actual knowledge of this statute or specific intent to violate it to have committed a violation;

    the federal False Claims Act (and similar state laws) prohibiting, among other things, knowingly presenting, or causing to be presented, claims for payment or approval to the federal government that are false or fraudulent, knowingly making a false statement material to an obligation to pay or transmit money or property to the federal government or knowingly concealing, or knowingly and improperly avoiding or decreasing, an obligation to pay or transmit money to the federal government. The government may assert that claim includes items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the false claims statute;

    clearance or approval of product modifications to 510(k)-cleared devices that could significantly affect safety or effectiveness or that would constitute a major change in intended use of one of our cleared devices, or approval of a supplement for certain modifications to PMA devices;

    medical device reporting regulations, which require that a manufacturer report to the FDA if a device it markets may have caused or contributed to a death or serious injury, or has malfunctioned and the device or a similar device that it markets would be likely to cause or contribute to a death or serious injury, if the malfunction were to recur;

    correction, removal and recall reporting regulations, which require that manufacturers report to the FDA field corrections and product recalls or removals if undertaken to reduce a risk to health posed by the device or to remedy a violation of the FDCA that may present a risk to health;

    complying with the new federal law and regulations requiring Unique Device Identifiers (UDI) on devices and also requiring the submission of certain information about each device to the FDA's Global Unique Device Identification Database (GUDID);

    the FDA's recall authority, whereby the agency can order device manufacturers to recall from the market a product that is in violation of governing laws and regulations; and

    post-market surveillance activities and regulations, which apply when deemed by the FDA to be necessary to protect the public health or to provide additional safety and effectiveness data for the device.

              We may be subject to similar foreign laws that may include applicable post-marketing requirements such as safety surveillance. Our manufacturing processes are required to comply with the applicable portions of the QSR, which cover the methods and the facilities and controls for the design, manufacture, testing, production, processes, controls, quality assurance, labeling, packaging, distribution, installation and servicing of finished devices intended for human use. The QSR also requires, among other things, maintenance of a device master file, device history file, and complaint files. As a

112


Table of Contents

manufacturer, our facilities, records and manufacturing processes are subject to periodic scheduled or unscheduled inspections by the FDA. Our failure to maintain compliance with the QSR or other applicable regulatory requirements could result in the shut-down of, or restrictions on, our manufacturing operations and the recall or seizure of our products. The discovery of previously unknown problems with any of our products, including unanticipated adverse events or adverse events of increasing severity or frequency, whether resulting from the use of the device within the scope of its clearance or off-label by a physician in the practice of medicine, could result in restrictions on the device, including the removal of the product from the market or voluntary or mandatory device recalls.

              The FDA has broad regulatory compliance and enforcement powers. If the FDA determines that we failed to comply with applicable regulatory requirements, it can take a variety of compliance or enforcement actions, which may result in any of the following sanctions:

    warning letters, untitled letters, fines, injunctions, consent decrees and civil penalties;

    recalls, withdrawals, or administrative detention or seizure of our products;

    operating restrictions or partial suspension or total shutdown of production;

    refusing or delaying requests for 510(k) marketing clearance or PMA approvals of new products or modified products;

    withdrawing 510(k) clearances or PMA approvals that have already been granted;

    refusal to grant export or import approvals for our products; or

    criminal prosecution.

Regulation of Medical Devices in the EEA

              There is currently no premarket government review of medical devices in the EEA (which is comprised of the 28 Member States of the EU plus Norway, Liechtenstein and Iceland). However, all medical devices placed on the market in the EEA must meet the relevant essential requirements laid down in Annex I of Directive 93/42/EEC concerning medical devices, or the Medical Devices Directive. There is also a directive specifically addressing Active Implantable Medical Devices (Directive 90/385/EEC). The most fundamental essential requirement is that a medical device must be designed and manufactured in such a way that it will not compromise the clinical condition or safety of patients, or the safety and health of users and others. In addition, the device must achieve the performances intended by the manufacturer and be designed, manufactured and packaged in a suitable manner. The European Commission has adopted various standards applicable to medical devices. These include standards governing common requirements, such as sterilization and safety of medical electrical equipment, and product standards for certain types of medical devices. There are also harmonized standards relating to design and manufacture. While not mandatory, compliance with these standards is viewed as the easiest way to satisfy the essential requirements as a practical matter. Compliance with a standard developed to implement an essential requirement also creates a rebuttable presumption that the device satisfies that essential requirement.

              To demonstrate compliance with the essential requirements laid down in Annex I to the Medical Devices Directive, medical device manufacturers must undergo a conformity assessment procedure, which varies according to the type of medical device and its classification. Conformity assessment procedures require an assessment of available clinical evidence, literature data for the product and post-market experience in respect of similar products already marketed. Except for low-risk medical devices (Class I non-sterile, non-measuring devices), where the manufacturer can self-declare the conformity of its products with the essential requirements (except for any parts which relate to sterility or metrology), a conformity assessment procedure requires the intervention of a Notified Body. Notified bodies are often separate entities and are authorized or licensed to perform

113


Table of Contents

such assessments by government authorities. The notified body would typically audit and examine a product's technical dossiers and the manufacturers' quality system. If satisfied that the relevant product conforms to the relevant essential requirements, the notified body issues a certificate of conformity, which the manufacturer uses as a basis for its own declaration of conformity. The manufacturer may then apply the CE Mark to the device, which allows the device to be placed on the market throughout the EEA. Once the product has been placed on the market in the EEA, the manufacturer must comply with requirements for reporting incidents and field safety corrective actions associated with the medical device.

              In order to demonstrate safety and efficacy for their medical devices, manufacturers must conduct clinical investigations in accordance with the requirements of Annex X to the Medical Devices Directive, Annex 7 of the Active Implantable Medical Devices Directive, and applicable European and International Organization for Standardization standards, as implemented or adopted in the EEA member states. Clinical trials for medical devices usually require the approval of an ethics review board and approval by or notification to the national regulatory authorities. Both regulators and ethics committees also require the submission of serious adverse event reports during a study and may request a copy of the final study report.

              On April 5, 2017, the European Parliament passed the Medical Devices Regulation (Regulation 2017/745), which repeals and replaces the EU Medical Devices Directive and the Active Implantable Medical Devices Directive. Unlike directives, which must be implemented into the national laws of the EEA member States, the regulations would be directly applicable, i.e., without the need for adoption of EEA member State laws implementing them, in all EEA member States and are intended to eliminate current differences in the regulation of medical devices among EEA member States. The Medical Devices Regulation, among other things, is intended to establish a uniform, transparent, predictable and sustainable regulatory framework across the EEA for medical devices and ensure a high level of safety and health while supporting innovation.

              The Medical Devices Regulation will however only become applicable three years after publication (in 2020). Once applicable, the new regulations will among other things:

    strengthen the rules on placing devices on the market and reinforce surveillance once they are available;

    establish explicit provisions on manufacturers' responsibilities for the follow-up of the quality, performance and safety of devices placed on the market;

    improve the traceability of medical devices throughout the supply chain to the end-user or patient through a unique identification number;

    set up a central database to provide patients, healthcare professionals and the public with comprehensive information on products available in the EU;

    strengthened rules for the assessment of certain high-risk devices, such as implants, which may have to undergo an additional check by experts before they are placed on the market.

              We are subject to regulations and product registration requirements in many foreign countries in which we may sell our products, including in the areas of:

    design, development, manufacturing and testing;

    product standards;

    product safety;

    product safety reporting;

    marketing, sales and distribution;

114


Table of Contents

    packaging and storage requirements;

    labeling requirements;

    content and language of instructions for use;

    clinical trials;

    record keeping procedures;

    advertising and promotion;

    recalls and field corrective actions;

    post-market surveillance, including reporting of deaths or serious injuries and malfunctions that, if they were to recur, could lead to death or serious injury;

    import and export restrictions;

    tariff regulations, duties and tax requirements;

    registration for reimbursement; and

    necessity of testing performed in country by distributors for licensees.

              The time required to obtain clearance required by foreign countries may be longer or shorter than that required for FDA clearance, and requirements for licensing a product in a foreign country may differ significantly from FDA requirements.

              We anticipate that the EU Medical Devices Regulation will enter into force in 2016 and become applicable three years thereafter. We expect this revised regulation to include further controls and requirements on the following activities:

    high level of request for premarket clinical evidence for high risk devices;

    increased scrutiny of technical files for implantable devices;

    monitoring of notified bodies, by independent auditors;

    increased requirements regarding vigilance and product traceability (specifically related to labeling requirements); and

    increased regulation for non-traditional roles such as importer and distributor.

Federal, State and Foreign Fraud and Abuse and Physician Payment Transparency Laws

              In addition to FDA restrictions on marketing and promotion of drugs and devices, other federal and state laws restrict our business practices. These laws include, without limitation, foreign, federal, and state anti-kickback and false claims laws, as well as transparency laws regarding payments or other items of value provided to healthcare providers.

              The federal Anti-Kickback Statute prohibits, among other things, knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind to induce or in return for purchasing, leasing, ordering or arranging for or recommending the purchase, lease or order of any good, facility, item or service reimbursable, in whole or in part, under Medicare, Medicaid or other federal healthcare programs. The term "remuneration" has been broadly interpreted to include anything of value, including stock, stock options, and the compensation derived through ownership interests.

              Recognizing that the federal Anti-Kickback Statute is broad and may prohibit many innocuous or beneficial arrangements within the healthcare industry, the DHHS issued regulations in July 1991,

115


Table of Contents

which the Department has referred to as "safe harbors." These safe harbor regulations set forth certain provisions which, if met in form and substance, will assure medical device manufacturers, healthcare providers and other parties that they will not be prosecuted under the federal Anti-Kickback Statute. Additional safe harbor provisions providing similar protections have been published intermittently since 1991. Although there are a number of statutory exceptions and regulatory safe harbors protecting some common activities from prosecution, the exceptions and safe harbors are drawn narrowly. Our arrangements with physicians, hospitals and other persons or entities who are in a position to refer may not fully meet the stringent criteria specified in the various safe harbors. Practices that involve remuneration that may be alleged to be intended to induce prescribing, purchases or recommendations may be subject to scrutiny if they do not qualify for an exception or safe harbor. Failure to meet all of the requirements of a particular applicable statutory exception or regulatory safe harbor does not make the conduct per se illegal under the federal Anti-Kickback Statute. Instead, the legality of the arrangement will be evaluated on a case-by-case basis based on a cumulative review of all its facts and circumstances. Several courts have interpreted the statute's intent requirement to mean that if any one purpose of an arrangement involving remuneration is to induce referrals of federal healthcare covered business, the federal Anti-Kickback Statute has been violated. In addition, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation. Moreover, a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the federal civil False Claims Act (described below).

              Violations of the federal Anti-Kickback Statute may result in civil monetary penalties up to $74,792 for each violation, plus up to three times the remuneration involved. Civil penalties for such conduct can further be assessed under the federal False Claims Act. Violations can also result in criminal penalties, including criminal fines of up to $100,000 and imprisonment of up to 10 years. Similarly, violations can result in exclusion from participation in government healthcare programs, including Medicare and Medicaid. Liability under the federal Anti-Kickback Statute may also arise because of the intentions or actions of the parties with whom we do business. While we are not aware of any such intentions or actions, we have only limited knowledge regarding the intentions or actions underlying those arrangements. Conduct and business arrangements that do not fully satisfy one of these safe harbor provisions may result in increased scrutiny by government enforcement authorities. The majority of states also have anti-kickback laws which establish similar prohibitions and in some cases may apply more broadly to items or services covered by any third-party payor, including commercial insurers and self-pay patients.

              The federal civil False Claims Act prohibits, among other things, any person or entity from knowingly presenting, or causing to be presented, a false or fraudulent claim for payment or approval to the federal government or knowingly making, using or causing to be made or used a false record or statement material to a false or fraudulent claim to the federal government. A claim includes "any request or demand" for money or property presented to the U.S. government. The federal civil False Claims Act also applies to false submissions that cause the government to be paid less than the amount to which it is entitled, such as a rebate. Intent to deceive is not required to establish liability under the civil federal civil False Claims Act.

              In addition, private parties may initiate "qui tam" whistleblower lawsuits against any person or entity under the federal civil False Claims Act in the name of the government and share in the proceeds of the lawsuit. Penalties for federal civil False Claim Act violations include fines for each false claim, plus up to three times the amount of damages sustained by the federal government and, most critically, may provide the basis for exclusion from the federally funded healthcare program. On May 20, 2009, the Fraud Enforcement Recovery Act of 2009, or FERA, was enacted, which modifies and clarifies certain provisions of the federal civil False Claims Act. In part, the FERA amends the federal civil False Claims Act such that penalties may now apply to any person, including an

116


Table of Contents

organization that does not contract directly with the government, who knowingly makes, uses or causes to be made or used, a false record or statement material to a false or fraudulent claim paid in part by the federal government. The government may further prosecute conduct constituting a false claim under the federal criminal False Claims Act. The criminal False Claims Act prohibits the making or presenting of a claim to the government knowing such claim to be false, fictitious or fraudulent and, unlike the federal civil False Claims Act, requires proof of intent to submit a false claim. When an entity is determined to have violated the federal civil False Claims Act, the government may impose civil fines and penalties ranging from $11,181 to $22,363 for each false claim, plus treble damages, and exclude the entity from participation in Medicare, Medicaid and other federal healthcare programs.

              The Civil Monetary Penalty Act of 1981 imposes penalties against any person or entity that, among other things, is determined to have presented or caused to be presented a claim to a federal healthcare program that the person knows or should know is for an item or service that was not provided as claimed or is false or fraudulent, or offering or transferring remuneration to a federal healthcare beneficiary that a person knows or should know is likely to influence the beneficiary's decision to order or receive items or services reimbursable by the government from a particular provider or supplier.

              HIPAA also created additional federal criminal statutes that prohibit among other actions, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, including private third-party payors, knowingly and willfully embezzling or stealing from a healthcare benefit program, willfully obstructing a criminal investigation of a healthcare offense, and knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation.

              Many foreign countries have similar laws relating to healthcare fraud and abuse. Foreign laws and regulations may vary greatly from country to country. For example, the advertising and promotion of our products is subject to EU Directives concerning misleading and comparative advertising and unfair commercial practices, as well as other EEA Member State legislation governing the advertising and promotion of medical devices. These laws may limit or restrict the advertising and promotion of our products to the general public and may impose limitations on our promotional activities with healthcare professionals. Also, many U.S. states have similar fraud and abuse statutes or regulations that may be broader in scope and may apply regardless of payor, in addition to items and services reimbursed under Medicaid and other state programs.

              Additionally, there has been a recent trend of increased foreign, federal, and state regulation of payments and transfers of value provided to healthcare professionals or entities. The federal Physician Payments Sunshine Act imposes annual reporting requirements on certain drug, biologics, medical supplies and device manufacturers for which payment is available under Medicare, Medicaid or CHIP for payments and other transfers of value provided by them, directly or indirectly, to physicians (including physician family members) and teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family members. A manufacturer's failure to submit timely, accurately and completely the required information for all payments, transfers of value or ownership or investment interests may result in civil monetary penalties of $11,052 per failure up to an aggregate of $165,786 per year (or up to an aggregate of $1.105 million per year for "knowing failures"). Manufacturers must submit reports by the 90th day of each calendar year. Certain foreign countries and U.S. states also mandate implementation of commercial compliance programs, impose restrictions on device manufacturer marketing practices and require tracking and reporting of gifts, compensation and other remuneration to healthcare professionals and entities.

117


Table of Contents

Data Privacy and Security Laws

              We are also subject to various federal, state and foreign laws that protect the confidentiality of certain patient health information, including patient medical records, and restrict the use and disclosure of patient health information by healthcare providers, such as HIPAA, as amended by HITECH, in the United States.

              HIPAA established uniform standards governing the conduct of certain electronic healthcare transactions and requires certain entities, called covered entities, to comply with standards that include the privacy and security of protected health information, or PHI. HIPAA also requires business associates, such as independent contractors or agents of covered entities that have access to PHI in connection with providing a service to or on behalf of a covered entity, of covered entities to enter into business associate agreements with the covered entity and to safeguard the covered entity's PHI against improper use and disclosure.

              The HIPAA privacy regulations cover the use and disclosure of protected health information by covered entities as well as business associates, which are defined to include subcontractors that create, receive, maintain, or transmit protected health information on behalf of a business associate. They also set forth certain rights that an individual has with respect to his or her protected health information maintained by a covered entity, including the right to access or amend certain records containing protected health information, or to request restrictions on the use or disclosure of protected health information. The security regulations establish requirements for safeguarding the confidentiality, integrity, and availability of protected health information that is electronically transmitted or electronically stored. HITECH, among other things, established certain health information security breach notification requirements. A covered entity must notify any individual whose protected health information is breached according to the specifications set forth in the breach notification rule. The HIPAA privacy and security regulations establish a uniform federal "floor" and do not supersede state laws that are more stringent or provide individuals with greater rights with respect to the privacy or security of, and access to, their records containing protected health information or insofar as such state laws apply to personal information that is broader in scope than protected health information as defined under HIPAA.

              HIPAA requires the notification of patients, and other compliance actions, in the event of a breach of unsecured protected health information, or PHI. If notification to patients of a breach is required, such notification must be provided without unreasonable delay and in no event later than 60 calendar days after discovery of the breach. In addition, if the PHI of 500 or more individuals is improperly used or disclosed, we would be required to report the improper use or disclosure to the U.S. Department of Health and Human Services, or HHS, which would post the violation on its website, and to the media. Failure to comply with the HIPAA privacy and security standards can result in civil monetary penalties up to $55,910 per violation, not to exceed $1.68 million per calendar year for non-compliance of an identical provision, and, in certain circumstances, criminal penalties with fines up to $250,000 per violation and/or imprisonment.

              HIPAA authorizes state attorneys general to file suit on behalf of their residents for violations. Courts are able to award damages, costs and attorneys' fees related to violations of HIPAA in such cases. While HIPAA does not create a private right of action allowing individuals to file suit against us in civil court for violations of HIPAA, its standards have been used as the basis for duty of care cases in state civil suits such as those for negligence or recklessness in the misuse or breach of PHI. In addition, HIPAA mandates that the Secretary of HHS conduct periodic compliance audits of HIPAA covered entities, such as us, and their business associates for compliance with the HIPAA privacy and security standards. It also tasks HHS with establishing a methodology whereby harmed individuals who were the victims of breaches of unsecured PHI may receive a percentage of the civil monetary penalty paid by the violator.

118


Table of Contents

              In the European Union, we may be subject to laws relating to our collection, control, processing and other use of personal data (i.e. data relating to an identifiable living individual). We process personal data in relation to our operations. We process data of both our employees and our customers, including health and medical information. The data privacy regime in the EU includes the EU Data Protection Directive (95/46/EC) regarding the processing of personal data and the free movement of such data, the E-Privacy Directive 2002/58/EC and national laws implementing each of them. Each EU Member State has transposed the requirements laid down by the Data Protection Directive and E-Privacy Directive into its own national data privacy regime and therefore the laws may differ by jurisdiction, sometimes significantly. We need to ensure compliance with the rules in each jurisdiction where we are established or are otherwise subject to local privacy laws.

              The requirements include that personal data may only be collected for specified, explicit and legitimate purposes based on a legal grounds set out in the local laws, and may only be processed in a manner consistent with those purposes. Personal data must also be adequate, relevant, not excessive in relation to the purposes for which it is collected, be secure, not be transferred outside of the EEA unless certain steps are taken to ensure an adequate level of protection and must not be kept for longer than necessary for the purposes of collection. To the extent that we process, control or otherwise use sensitive data relating to living individuals (for example, patients' health or medical information), more stringent rules apply, limiting the circumstances and the manner in which we are legally permitted to process that data and transfer that data outside of the EEA. In particular, in order to process such data, explicit consent to the processing (including any transfer) is usually required from the data subject (being the person to whom the personal data relates).

              The new EU-wide General Data Protection Regulation, or GDPR, will become applicable on May 25, 2018, replacing the current data protection laws issued by each EU member state based on the Directive 95/46/EC. Unlike the Directive (which needed to be transposed at national level), the GDPR text is directly applicable in each EU Member State, resulting in a more uniform application of data privacy laws across the EU. The GDPR imposes onerous accountability obligations requiring data controllers and processors to maintain a record of their data processing and policies. It requires data controllers to be transparent and disclose to data subjects (in a concise, intelligible and easily accessible form) how their personal information is to be used, imposes limitations on retention of information, increases requirements pertaining to pseudonymized (i.e., key-coded) data, introduces mandatory data breach notification requirements and sets higher standards for data controllers to demonstrate that they have obtained valid consent for certain data processing activities. Fines for non-compliance with the GDPR will be significant—the greater of EUR 20 million or 4% of global turnover. The GDPR provides that EU member states may introduce further conditions, including limitations, to the processing of genetic, biometric or health data, which could limit our ability to collect, use and share personal data, or could cause our compliance costs to increase, ultimately having an adverse impact on our business.

              We are subject to the supervision of local data protection authorities in those jurisdictions where we are established or otherwise subject to applicable law.

              We depend on a number of third parties in relation to our provision of our services, a number of which process personal data on our behalf. With each such provider we enter into contractual arrangements to ensure that they only process personal data according to our instructions, and that they have sufficient technical and organizational security measures in place. Where we transfer personal data outside the EEA, we do so in compliance with the relevant data export requirements. We take our data protection obligations seriously, as any improper disclosure, particularly with regard to our customers' sensitive personal data, could negatively impact our business and/or our reputation.

119


Table of Contents

Healthcare Reform

              The United States and some foreign jurisdictions are considering or have enacted a number of legislative and regulatory proposals to change the healthcare system in ways that could affect our ability to sell our products profitably. Among policy makers and payors in the United States and elsewhere, there is significant interest in promoting changes in healthcare systems with the stated goals of containing healthcare costs, improving quality or expanding access. Current and future legislative proposals to further reform healthcare or reduce healthcare costs may limit coverage of or lower reimbursement for the procedures associated with the use of our products. The cost containment measures that payors and providers are instituting and the effect of any healthcare reform initiative implemented in the future could impact our revenue from the sale of our products.

              The implementation of the Affordable Care Act in the United States, for example, has changed healthcare financing and delivery by both governmental and private insurers substantially, and affected medical device manufacturers significantly. The Affordable Care Act imposed, among other things, a 2.3% federal excise tax, with limited exceptions, on any entity that manufactures or imports Class I, II and III medical devices offered for sale in the United States that began on January 1, 2013. Through a series of legislative amendments, the tax was suspended for 2016 through 2019. Absent further legislative action, the device excise tax will be reinstated on medical device sales starting January 1, 2020. The Affordable Care Act also provided incentives to programs that increase the federal government's comparative effectiveness research, and implemented payment system reforms including a national pilot program on payment bundling to encourage hospitals, physicians and other providers to improve the coordination, quality and efficiency of certain healthcare services through bundled payment models. Additionally, the Affordable Care Act has expanded eligibility criteria for Medicaid programs and created a new Patient-Centered Outcomes Research Institute to oversee, identify priorities in, and conduct comparative clinical effectiveness research, along with funding for such research. We do not yet know the full impact that the Affordable Care Act will have on our business. There have been judicial and Congressional challenges to certain aspects of the Affordable Care Act, and we expect additional challenges and amendments in the future. Moreover, the Trump Administration and the U.S. Congress may take further action regarding the Affordable Care Act, including, but not limited to, repeal or replacement. Most recently, the Tax Cuts and Jobs Acts was enacted, which, among other things, removes penalties for not complying with the individual mandate to carry health insurance.

              In addition, other legislative changes have been proposed and adopted since the Affordable Care Act was enacted. For example, the Budget Control Act of 2011, among other things, included reductions to Medicare payments to providers of 2% per fiscal year, which went into effect on April 1, 2013 and, due to subsequent legislative amendments to the statute, will remain in effect through 2025 unless additional Congressional action is taken. Additionally, the American Taxpayer Relief Act of 2012, among other things, reduced Medicare payments to several providers, including hospitals, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years.

              We expect additional state and federal healthcare reform measures to be adopted in the future, any of which could limit the amounts that federal and state governments will pay for healthcare products and services, which could result in reduced demand for our products or additional pricing pressure.

Anti-Bribery and Corruption Laws

              Our U.S. operations are subject to the FCPA. We are required to comply with the FCPA, which generally prohibits covered entities and their intermediaries from engaging in bribery or making other prohibited payments to foreign officials for the purpose of obtaining or retaining business or other benefits. In addition, the FCPA imposes accounting standards and requirements on publicly

120


Table of Contents

traded U.S. corporations and their foreign affiliates, which are intended to prevent the diversion of corporate funds to the payment of bribes and other improper payments, and to prevent the establishment of "off books" slush funds from which such improper payments can be made. We also are subject to similar anticorruption legislation implemented in Europe under the Organization for Economic Co-operation and Development's Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

Facilities

              Our principal office is located at 9700 63rd Ave. N., Suite 200, Maple Grove, MN 55369, where we lease approximately 9,300 square feet of office space. We lease this space under a lease that terminates on March 31, 2019. We intend to add new facilities as we add employees, and we believe that suitable additional or substitute space will be available as needed to accommodate any such expansion of our operations.

Employees

              As of January 31, 2018, we had 116 employees. None of our employees is subject to a collective bargaining agreement or represented by a trade or labor union. We consider our relationship with our employees to be good.

Legal Proceedings

              We are not subject to any material legal proceedings.

121


Table of Contents


MANAGEMENT

Executive Officers and Directors

              The following table sets forth information regarding our executive officers and directors as of the date of this prospectus.

Name
  Age   Position
Executive Officers        
Timothy Herbert   55   Chief Executive Officer, President and Director
Richard Buchholz   50   Chief Financial Officer
Randy Ban   53   Senior Vice President, Sales and Marketing
Steven Jandrich   51   Chief Compliance Officer and Vice President, Human Resources

Non-Employee Directors

 

 

 

 
Marilyn Carlson Nelson   78   Chair of the Board
Joyce Erony   58   Director
Jerry Griffin, M.D.    73   Director
Mudit K. Jain   49   Director
Chau Khuong   42   Director
Dana G. Mead, Jr.    58   Director
Shawn T McCormick   53   Director
Casey Tansey   60   Director

Executive Officers

              Timothy Herbert, our founder, has served as our Chief Executive Officer and President and as a member of our board of directors since November 2007. Prior to joining us, Mr. Herbert spent 11 years at Medtronic, a medical equipment development company, where he held management positions in product development, clinical research, sales, marketing, and healthcare reimbursement. Mr. Herbert holds a B.S. in electrical engineering from North Dakota State University and an M.B.A. from the University of St. Thomas. We believe Mr. Herbert's experience in the industry, his role as our Chief Executive Officer and President and his knowledge of the Company enable him to make valuable contributions to our board of directors.

              Richard Buchholz has served as our Chief Financial Officer since May 2014. Prior to joining us, Mr. Buchholz served as the Chief Financial Officer, Secretary and Treasurer at superDimension, Ltd., a medical device manufacturer (which was acquired by Covidien plc in May 2012), from August 2006 to July 2013. Mr. Buchholz holds a B.B.A. from the University of Wisconsin, Eau Claire.

              Randy Ban has served as our Senior Vice President, Sales and Marketing since 2009. Prior to joining us, Mr. Ban served as Chief Operating Officer at Vertebral Technologies Inc., a medical device company, from 2008 to 2009. From 2006 to 2008, Mr. Ban served as Vice President of Global Marketing, CRM at Boston Scientific. Mr. Ban holds a B.S. in marketing and an M.B.A., both from Indiana University.

              Steven Jandrich has served as our Chief Compliance Officer and as our Vice President, Human Resources since September 2017. From May 2015 to September 2017, Mr. Jandrich served as Vice President, Human Resources for Link Snacks, Inc., a multinational retail snack producer, where he led human resources functions including talent management and employee relations. From April 2001 to April 2015, Mr. Jandrich was an employee of St. Jude Medical, Inc., and from January 2013 to April 2015 Mr. Jandrich served as its Vice President of Commercial Operations and was responsible for

122


Table of Contents

establishing its global sales training program. Mr. Jandrich holds a B.B.A. and M.B.A., both from the University of St. Thomas.

Non-Employee Directors

              Marilyn Carlson Nelson has served as a member of our board of directors and as its Chair since November 2016. Since 1999, Ms. Nelson has served as Co-Chair of the board of directors and Co-Chief Executive Officer of Carlson Holdings, Inc., an international holdings company. Ms. Nelson previously served as a member of the board of directors of Carlson, Inc., a hospitality and travel company, from 1989 to 2015, and as its Chief Executive Officer from 1998 to 2008. Ms. Nelson also served on the board of directors of ExxonMobil from 1991 to 2012. Ms. Nelson holds a B.A. in international economics from Smith College and honorary doctorates from Smith College, the University of Minnesota, Johnson & Wales University, Gustavus Adolphus College and the College of St. Catherine. We believe Ms. Nelson's extensive public and private board experience and her knowledge of the Company as one of our early investors enable her to make valuable contributions to our board of directors.

              Joyce Erony has served as a member of our board of directors since November 2016. Since 2015, Ms. Erony has served as Managing Partner at Amzak Health Investors, LLC, a private investment company focused on investments in the healthcare sector. From 2008 to 2016, Ms. Erony served as a Managing Director at Signet Healthcare Partners, a venture capital investment firm. From 2009 to 2014, Ms. Erony served on the board of directors of Teligent, Inc., a specialty generic pharmaceutical company, where she served on its compensation and governance committees. Ms. Erony holds a B.S.C. from Case Western Reserve University and a Graduate Diploma from the London School of Economics. We believe Ms. Erony's extensive experience in the healthcare investment industry enables her to make valuable contributions to our board of directors.

              Jerry Griffin, M.D. has served as a member of our board of directors since January 2008. Since 2006, Dr. Griffin has served as President of Griffin & Schwartz, Scientific Services, Inc., a management consulting firm in the healthcare products industry. From September 2000 to June 2006, Dr. Griffin served as President, Chief Executive Officer and a Director of POINT Biomedical Corp., a developer of pharmaceutical products for use with ultrasound imaging. Dr. Griffin has also been a professor or assistant professor in the Department of Medicine, Division of Cardiology at various teaching institutions. Dr. Griffin holds a B.S. from the University of Southern Mississippi and a M.D. from the University of Mississippi. We believe Dr. Griffin's public and private board experience and his extensive experience in the healthcare products industry enable him to make valuable contributions to our board of directors.

              Mudit K. Jain has served as a member of our board of directors since May 2009. Mr. Jain currently serves as a Managing Director at Synergy Venture Partners, LLC, a venture capital investment firm, a position he has held since 2013. Mr. Jain holds a B.E. from the Visvesvaraya Regional College of Engineering, an M.B.A. from the Wharton School of the University of Pennsylvania and a Ph.D in biomedical engineering from Duke University. We believe Mr. Jain's experience as a venture capital investor and expertise in biomedical engineering enable him to make meaningful contributions to our board of directors.

              Chau Khuong has served as a member of our board of directors since April 2014. Mr. Khuong is a Private Equity Partner at OrbiMed Advisors, L.L.C., a venture capital and asset management firm, which he joined in 2003. Mr. Khuong has served on the boards of directors of Aerpio Pharmaceuticals, Inc. since April 2014 and Synlogic, Inc. since February 2016. Mr. Khuong previously served as a member of the boards of directors of Otonomy, Inc. from 2013 to 2016, Pieris, Inc. from 2014 to 2017 and Nabriva Therapeutics plc (formerly Nabriva Therapeutics AG) from 2015 to 2017. Mr. Khuong holds a B.S. in molecular, cellular and development biology from Yale University. We

123


Table of Contents

believe Mr. Khuong's extensive public and private board experience and his experience as a venture capital investor enable him to make valuable contributions to our board of directors.

              Dana G. Mead, Jr. has served as a member of our board of directors since July 2008. Mr. Mead currently serves as the Chief Executive Officer and President of Beaver-Visitec International, Inc., a surgical device developer and manufacturer. From May 2016 to December 2016, Mr. Mead served on the board of directors of Teladoc, Inc., a telehealth company, where he served on its regulatory committee. From 2005 to 2016, Mr. Mead served as a Partner at Kleiner Perkins Caufield & Byers, a venture capital investment firm. In addition to serving on our board of directors, Mr. Mead has served on the board of directors of Intersect ENT, Inc. since 2015 where he serves on its audit and compensation committees. Mr. Mead holds a B.A. from Lafayette College and an M.B.A. from the University of Southern California. We believe Mr. Mead's extensive directorship experience and his broad experience in the healthcare industry enable him to make valuable contributions to our board of directors.

              Shawn T McCormick has served as a member of our board of directors since January 2017. Mr. McCormick served as Chief Financial Officer of Tornier N.V., a global orthopedic company, from September 2012 until October 2015 when Tornier merged with Wright Medical Group, Inc. Before Tornier, Mr. McCormick served as Chief Operating Officer of Lutonix, Inc., a medical device company, from April 2011 to February 2012 and as Chief Financial Officer and Senior Vice President of ev3 Inc., a global endovascular company, from January 2009 to July 2010, when ev3 was acquired by Covidien plc. From 2002 to 2009, Mr. McCormick held various positions at Medtronic, including as its Vice President, Corporate Development, where he was responsible for leading Medtronic's worldwide business development activities. In addition to serving on our board of directors, Mr. McCormick has served on the board of directors of Nevro Corp. since 2014, and on the board of directors of Surmodics, Inc. since 2015. Mr. McCormick also served on the board of directors of Entellus Medical, Inc. from 2014 to February 2018. Mr. McCormick holds a B.S. in Accounting from Arizona State University and an M.B.A. from the University of Minnesota's Carlson School of Management and is a certified public accountant (inactive). We believe Mr. McCormick's financial expertise and extensive experience in the medical device industry enable him to make valuable contributions to our board of director.

              Casey Tansey has served as a member of our board of directors since January 2008. Since April 2005, Mr. Tansey has served as a General Partner of U.S. Venture Partners, a venture capital investment firm and affiliate of the Registrant. Prior to serving on our board of directors, Mr. Tansey served on the board of directors of Intersect ENT, Inc. from 2006 to 2017. Mr. Tansey holds a B.S. and M.B.A. from the College of Notre Dame. We believe Mr. Casey's extensive experience in the medical device industry enables him to make valuable contributions to our board of directors.

Family Relationships

              There are no family relationships among any of our directors or executive officers.

Board Composition and Election of Directors

              Our board of directors is currently composed of nine members. Our certificate of incorporation, as currently in effect, provides for one director to be elected by the holders of our common stock, or the Common Director, two directors to be elected by the holders of our Series A convertible preferred stock, or the Series A Directors, one director to be elected by the holders of our Series B convertible preferred stock, or the Series B Director, one director to be elected by the holders of our Series E convertible preferred stock, or the Series E Director, and one director to be elected by the holders of our Series F convertible preferred stock, or the Series F Director. Pursuant to our fifth amended and restated voting agreement, or the Voting Agreement, by and among us, the Timothy P.

124


Table of Contents

Herbert 2013 Family Irrevocable GST Trust U/A/D November 27, 2013 and each holder of our convertible preferred stock, each party thereto agreed to vote all shares of common stock or the applicable class of convertible preferred stock, as the case may be, beneficially owned or controlled by such party, to cause the nomination and election of our then-serving chief executive officer as the Common Director, a designee of U.S. Venture Partners IX, L.P. and a designee of Kleiner Perkins Caufield & Byers as the Series A Directors, a designee of Synergy Life Science Partners, LP as the Series B Director, a designee of OrbiMed Private Investment V, L.P. as the Series E Director and a designee of Amzak Health Investors, LLC as the Series F Director. Each party to the Voting Agreement also agreed to vote all shares of common stock and convertible preferred stock beneficially owned or controlled by such stockholder to cause the nomination and election of three individuals designated by a majority of the Common Director, the Series A Directors, the Series B Director, the Series E Director and the Series F Director who are not our employees or officers, which we refer to as the Industry Directors. In accordance with the Voting Agreement, Mr. Herbert was elected as the Common Director, Messrs. Tansey and Mead were elected as the Series A Directors, Mr. Jain was elected as the Series B Director, Mr. Khuong was elected as the Series E Director, Ms. Erony was elected as the Series F Director and Ms. Nelson, Dr. Griffin and Mr. McCormick were elected as the Industry Directors.

              The provisions of our current certificate of incorporation and the Voting Agreement described above will no longer be in effect upon the closing of this offering and there will be no other contractual obligations regarding the election of our directors. Each of our current directors will continue to serve until the election and qualification of his or her successor, or his or her earlier death, resignation or removal.

Classified Board of Directors

              In accordance with our amended and restated certificate of incorporation, which will be in effect upon the closing of this offering, our board of directors will be divided into three classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose terms are then expiring, to serve from the time of election and qualification until the third annual meeting following their election or until their earlier death, resignation or removal. Upon the closing of this offering, our directors will be divided among the three classes as follows:

              The Class I directors will be Timothy Herbert, Chau Khuong and Shawn T McCormick, and their terms will expire at our first annual meeting of stockholders following this offering.

              The Class II directors will be Joyce Erony, Mudit K. Jain and Dana G. Mead, Jr., and their terms will expire at our second annual meeting of stockholders following this offering.

              The Class III directors will be Marilyn Carlson Nelson, Jerry Griffin, M.D. and Casey Tansey, and their terms will expire at our third annual meeting of stockholders following this offering.

              Our amended and restated certificate of incorporation will provide that the authorized number of directors may be changed only by resolution of our board of directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control. See the section of this prospectus captioned "Description of Capital Stock—Anti-Takeover Provisions—Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws" for a discussion of these and other anti-takeover provisions found in our amended and restated certificate of incorporation and amended and restated bylaws, which will become effective immediately prior to the closing of this offering.

125


Table of Contents

Director Independence

              We have applied to have our common stock listed on the NYSE. Under the rules of NYSE, independent directors must comprise a majority of a listed company's board of directors within one year following the listing date of the company's securities. Under the rules of the NYSE, a director will only qualify as an "independent director" if that company's board of directors affirmatively determines that such person does not have a relationship with the company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

              In connection with this offering, our board of directors has undertaken a review of its composition, the composition of its committees and the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that none of Ms. Erony, Dr. Griffin, Mr. Jain, Mr. Khuong, Mr. McCormick, Mr. Mead, Ms. Nelson or Mr. Tansey, representing eight of our nine directors, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is "independent" as that term is defined under the rules of the NYSE. In making this determination, our board of directors considered the relationships that each non-employee director has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our common stock and/or convertible preferred stock by certain non-employee directors and the relationships of certain non-employee directors with certain of our significant stockholders.

Board Committees

              Our board of directors has an audit committee, a compensation committee and a nominating and corporate governance committee, each of which has the composition and the responsibilities described below. In addition, from time to time, special committees may be established under the direction of our board of directors when necessary to address specific issues.

              Each of the audit committee, the compensation committee and the nominating and corporate governance committee will operate under a written charter that has been approved by our board of directors in connection with this offering. A copy of each of the audit committee, compensation committee and nominating and corporate governance committee charters will be available on our corporate website at www.inspiresleep.com upon the closing of this offering. The information contained on or that can be accessed through our website is not incorporated by reference into this prospectus, and you should not consider such information to be part of this prospectus.

Audit Committee

              Our audit committee oversees our corporate accounting and financial reporting process and assists our board of directors in its oversight of (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) our risk management program, (iv) the performance of our independent auditor and (v) the design and implementation of our internal audit function and internal controls. Our audit committee will be responsible for, among other things:

    appointing, compensating, retaining and overseeing the work of our independent auditor and any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for us;

    discussing with our independent auditor any audit problems or difficulties and management's response;

126


Table of Contents

    pre-approving all audit and non-audit service provided to us by our independent auditor (other than those provided pursuant to appropriate preapproval policies established by the committee or exempt from such requirement under SEC rules);

    reviewing and discussing our annual and quarterly financial statements with management and our independent auditor;

    discussing and overseeing our policies with respect to risk assessment and risk management; and

    establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, and for the confidential and anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.

              Effective upon the effectiveness of the registration statement of which this prospectus forms a part, our audit committee will consist of Messrs. Jain, McCormick and Mead, with Mr. McCormick serving as chair. All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and the NYSE. Our board of directors has affirmatively determined that Messrs. Jain, McCormick and Mead meet the definition of "independent director" under Rule 10A-3 of the Exchange Act and the NYSE rules for purposes of serving on the audit committee. In addition, our board of directors has determined that Messrs. Jain, McCormick and Mead will qualify as an "audit committee financial expert," as such term is defined in Item 407(d)(5) of Regulation S-K and have the requisite accounting or related financial management expertise and financial sophistication under the applicable rules and regulations of the NYSE.

Compensation Committee

              Our compensation committee oversees our compensation policies, plans and benefits programs. Our compensation committee will be responsible for, among other things:

    reviewing and approving corporate goals and objectives with respect to the compensation of our Chief Executive Officer, evaluating our Chief Executive Officer's performance in light of these goals and objectives and setting compensation;

    reviewing and setting or making recommendations to our board of directors regarding the compensation of our other executive officers;

    reviewing and making recommendations to our board of directors regarding director compensation;

    reviewing and approving or making recommendations to our board of directors regarding our incentive compensation and equity-based plans and arrangements; and

    appointing and overseeing any compensation consultants.

              Effective upon the effectiveness of the registration statement of which this prospectus forms a part, our compensation committee will consist of Dr. Griffin and Messrs. Khuong and Tansey, with Mr. Tansey serving as chair. Our board of directors has determined that Dr. Griffin and Messrs. Khuong and Tansey meet the definition of "independent director" under the applicable NYSE rules for purposes of serving on the compensation committee, are "outside directors" as defined in Rule 162(m) of the Internal Revenue Code and "non-employee directors" as defined in Section 16b-3 of the Exchange Act.

127


Table of Contents

Nominating and Corporate Governance Committee

              Our nominating and corporate governance committee oversees and assists our board of directors in reviewing and recommending nominees for election as directors. Our nominating and corporate governance committee will be responsible for, among other things:

    identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors;

    recommending to our board of directors the nominees for election to our board of directors at annual meetings of our stockholders;

    overseeing the annual self-evaluations of our board of directors and management; and

    developing and recommending to our board of directors a set of corporate governance guidelines and principles.

              Effective upon the effectiveness of the registration statement of which this prospectus forms a part, our nominating and corporate governance committee will consist of Ms. Erony, Dr. Griffin and Ms. Nelson, with Ms. Erony serving as chair. Our board has determined that Ms. Erony, Dr. Griffin and Ms. Nelson meet the definition of "independent director" under applicable NYSE rules for purposes of serving on the nominating and corporate governance committee.

Role of the Board in Risk Oversight

              Our board of directors has an active role, as a whole and also at the committee level, in overseeing the management of our risks. Our board of directors is responsible for general oversight of risks and regular review of information regarding our risks, including credit risks, liquidity risks and operational risks. The compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The audit committee is responsible for overseeing the management of risks relating to accounting matters and financial reporting. The nominating and corporate governance committee is responsible for overseeing the management of risks associated with the independence of our board of directors and potential conflicts of interest. Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire board of directors is regularly informed through discussions from committee members about such risks. Our board of directors believes its administration of its risk oversight function has not negatively affected our board of directors' leadership structure.

Code of Business Conduct and Ethics

              We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, which will become effective upon the effectiveness of the registration statement of which this prospectus forms a part. Following this offering, a current copy of the code will be posted on the investor section of our website.

Compensation Committee Interlocks and Insider Participation

              None of the members of our compensation committee is an officer or one of our employees. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers serving on our board of directors or compensation committee.

128


Table of Contents


EXECUTIVE AND DIRECTOR COMPENSATION

              This section discusses the material components of the executive compensation program for our executive officers who are named in the "Summary Compensation Table" below. As an "emerging growth company" as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies. In 2017, our "named executive officers" and their positions were as follows:

    Timothy Herbert, President and Chief Executive Officer;

    Randy Ban, Senior Vice President of Marketing; and

    Richard Buchholz, Chief Financial Officer.

              This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt following the completion of this offering may differ materially from the currently planned programs summarized in this discussion.


Summary Compensation Table

              The following table sets forth information concerning the compensation of our named executive officers for the year ended December 31, 2017.

Name and Principal Position
  Year   Salary
($)
  Option Awards
($)(1)
  Non-Equity Incentive
Plan Compensation
($)(2)
  Total
($)
 

Timothy Herbert
President and Chief Executive Officer

    2017     380,000     83,901     135,660     599,561  

Randy Ban
Senior Vice President of Marketing

    2017     278,168     19,818     215,225     513,211  

Richard Buchholz
Chief Financial Officer

    2017     255,748     8,708     65,216     329,672  

(1)
Amounts reflect the full grant-date fair value of stock options granted during 2017 computed in accordance with FASB ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock option awards made to named executive officers in Note 8 to our audited consolidated financial statements included elsewhere in this prospectus.

(2)
Amounts for Messrs. Herbert and Buchholz represent 2017 earned annual bonuses under our Management Incentive Program, or MIP, of $135,660 and $65,216. Amount for Mr. Ban represents 2017 earned commissions of $215,225.

Narrative to Summary Compensation Table

2017 Salaries

              The named executive officers receive a base salary to compensate them for services rendered to our company. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive's skill set, experience, role and responsibilities. Each named executed officer's initial base salary was provided in his employment agreement. For 2017, the base salaries for Messrs. Herbert, Ban and Buchholz were equal to $380,000, $278,168 and $255,748, respectively. For 2018, the base salaries for Messrs. Herbert, Ban and Buchholz will be

129


Table of Contents

increased to $397,860, $287,907 and $282,346, respectively. Effective April 9, 2018, base salaries for Messrs. Herbert and Buchholz will be increased to $425,000 and $322,100, respectively.

2017 Bonuses and Commissions

              Each of Messrs. Herbert and Buchholz are eligible to participate in our MIP, under which eligible participants may receive cash bonuses based on our achievement of certain performance metrics. For 2017, the annual target bonus amounts under the MIP expressed as a percentage of base salary for Messrs. Herbert and Buchholz equaled 35% and 25%, respectively. For 2017, Messrs. Herbert and Buchholz earned cash bonuses under the MIP equal to 102% of their respective target bonus amounts, totaling $135,660 and $65,216, respectively. For 2018, the target bonus amounts under the MIP expressed as a percentage of base salary for Messrs. Herbert and Buchholz will be increased to 60% and 40%, respectively, and, effective April 9, 2018, will be further increased to 75% and 45%, respectively.

              Mr. Ban is eligible to receive commissions based on achievement of certain performance metrics, which are determined and paid on a quarterly basis. For 2017, Mr. Ban earned quarterly cash commissions totaling $215,225.

              The actual cash bonuses and commissions earned by each named executive officer for 2017 performance are set forth above in the Summary Compensation Table in the column entitled "Non-Equity Incentive Plan Compensation."

Equity Compensation

              We maintain two equity incentive plans, the 2007 Stock Incentive Plan, as amended, or 2007 Plan, and the 2017 Stock Incentive Plan, as amended, or 2017 Plan, which have provided our employees (including the named executive officers), non-employee directors, consultants and independent contractors the opportunity to participate in the equity appreciation of our business through the receipt of stock options to purchase shares of our common stock. We believe that such stock options function as a compelling retention tool. The 2007 Plan terminated in accordance with its terms on November 28, 2017. Accordingly, we may no longer grant stock options under the 2007 Plan; however, outstanding stock options may continue to be exercised in accordance with their terms. Immediately following the termination of the 2007 Plan, we adopted the 2017 Plan, which contains substantially similar terms and conditions as the 2007 Plan. The 2,099,565 shares of our common stock reserved for issuance under the 2017 Plan is equal to the number of unissued shares of our common stock under the 2007 Plan as of its termination on November 28, 2017. No stock options have been granted to our NEOs under the 2017 Plan.

              On August 15, 2009, we granted incentive stock options to purchase 200,000 shares of our common stock to each of Messrs. Herbert and Ban. Mr. Ban subsequently exercised a portion of his stock option corresponding to 12,000 share of our common stock following vesting. Each such stock option has a $0.49 per share exercise price.

              On May 1, 2012, we granted incentive stock options to purchase 1,111,000 shares of our common stock and 375,000 shares of our common stock to Messrs. Herbert and Ban, respectively. Each such stock option has a $0.22 per share exercise price.

              On September 12, 2013, we granted incentive stock options to purchase 895,000 shares of our common stock and 500,000 shares of our common stock to Messrs. Herbert and Ban, respectively. Each such stock option has a $0.17 per share exercise price.

130


Table of Contents

              On March 31, 2014, we granted incentive stock options to purchase 1,175,000 shares of our common stock and 180,000 shares of our common stock to Messrs. Herbert and Ban, respectively. Each such stock option has a $0.31 per share exercise price. On June 1, 2014, we granted an incentive stock option to purchase 550,000 shares of our common stock to Mr. Buchholz, with a $0.31 per share exercise price.

              We did not grant any stock options to our named executive officers in 2015 or 2016.

              On January 1, 2017, we granted incentive stock options to purchase 385,000 shares of our common stock, 90,000 shares of our common stock and 40,000 shares of our common stock to Messrs. Herbert, Ban and Buchholz, respectively. Each such stock option has a $0.14 per share exercise price. On April 1, 2017, we granted incentive stock options to purchase 1,012,000 shares of our common stock, 240,000 shares of our common stock and 105,000 shares of our common stock to Messrs. Herbert, Ban and Buchholz, respectively. Each such stock option has a $0.14 per share exercise price.

              On April 9, 2018, we intend to grant incentive stock options to purchase 750,000 shares of our common stock and 150,000 shares of our common stock to Messrs. Herbert and Buchholz, respectively. Each such stock option will have a per share exercise price equal to the fair market value of our common stock on such date.

              All stock options have the same vesting schedule, which provides for 25% to vest on the first anniversary of the grant date and the remaining 75% to vest in 36 equal monthly installments thereafter (such that the stock option would fully vest on the fourth anniversary of the grant date), subject to the recipient's continuous employment through the relevant vesting dates; provided that a stock option award will fully accelerate in vesting in the event of a termination of the recipient's employment by us without "Cause" (as defined in the named executive officer's employment agreement) within one year following a "Change in Control". A "Change of Control" does not include a public offering and so, for purposes of the stock options, will not occur in connection with this offering.

              "Change in Control" is defined in the 2007 Plan and 2017 Plan as (i) any voluntary or involuntary liquidation, dissolution or winding up, (ii) our acquisition by another entity by means of any transaction or series of related transactions to which we are party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes), other than by means of a transaction or series of transactions in which the holders of our voting securities outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), at least fifty percent (50%) of the total voting power represented by the voting securities of the surviving or acquiring corporation outstanding immediately after such transaction or series of transactions; or (iii) a sale or other conveyance of all or substantially all of our assets, by means of a transaction or series of transactions.

              In connection with this offering, we intend to adopt the 2018 Plan in order to facilitate the grant of cash and equity incentives to directors, employees (including our named executive officers) and consultants of us and certain of our affiliates and to enable us and certain of its affiliates to obtain and retain services of these individuals, which is essential to our long-term success. We expect that the 2018 Plan will be effective on the date prior to the effective date of the registration statement of which this prospectus is a part, subject to approval of such plan by our board of directors and our current stockholders. For additional information about the 2018 Plan, please see the section titled "Equity Incentive Plans" below.

131


Table of Contents

Other Elements of Compensation

Retirement Plans

              We currently maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. We expect that our named executive officers will be eligible to participate in the 401(k) plan on the same terms as other full-time employees. The Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.

Employee Benefits and Perquisites

              Health/Welfare Plans. All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans, including:

    medical, dental and vision benefits;

    medical and dependent care flexible spending accounts;

    short-term and long-term disability insurance; and

    life insurance.

              We believe the perquisites described above are necessary and appropriate to provide a competitive compensation package to our named executive officers.

No Tax Gross-Ups

              We do not make gross-up payments to cover our named executive officers' personal income taxes that may pertain to any of the compensation or perquisites paid or provided by our company.

Employment Agreements

Timothy Herbert

              We entered into an employment agreement with Mr. Herbert, dated November 16, 2007, or the Herbert Employment Agreement, providing for his position as President and Chief Executive Officer and an initial annual base salary of $200,000 (which has been increased to $397,860 for 2018 and, effective April 9, 2018, will be further increased to $425,000). The Herbert Employment Agreement provides for an indefinite term and is terminable at will by us or Mr. Herbert, provided that one month's advance notice must be provided by the terminating party in the event of a termination of employment without "Cause" by us or a resignation without "Good Reason" by Mr. Herbert.

              The Herbert Employment Agreement provides for Mr. Herbert's eligibility to receive discretionary annual bonuses and/or long term incentive compensation with an initial target of 25% of Mr. Herbert's annual base salary (which has been increased to 60% for 2018 and, effective April 9, 2018, will be further increased to 75%), based upon achievement of annual performance targets. Pursuant to the Herbert Employment Agreement, upon termination of employment by us without Cause, by Mr. Herbert for Good Reason or following a "Change of Control" if Mr. Herbert does not receive an offer of employment with the new controlling entity under an agreement that provides him with the same base pay and comparable incentives, benefits and terms, Mr. Herbert will receive the sum of his then current annual base salary and an additional one month of his then current base salary for each year of Mr. Herbert's employment with us beyond his second year of employment, with such amount payable in a lump sum, as well as subsidized COBRA premiums for 12 months following his

132


Table of Contents

termination of employment. Mr. Herbert will be required to execute a release of claims in favor of us in order to receive his severance benefits.

              "Change of Control" is defined in the Herbert Employment Agreement as the occurrence of one of the following: (i) a sale by our stockholders of a substantial portion of their stock in us, or a merger, reorganization or consolidation, whereby our equity holders existing immediately prior to such sale, merger, reorganization or consolidation do not, immediately after consummation of such sale, reorganization, merger or consolidation, own more than fifty percent (50%) of the combined voting power of the surviving entity's then outstanding voting securities entitled to vote generally in the election of directors but only if such event results in a change in board of directors composition such that the directors immediately preceding such events do not comprise a majority of the board of directors following such event, or (ii) the sale or other disposition of all or substantially all of our assets to an entity in which we, any of our subsidiaries, or our equity holders existing immediately prior to such sale beneficially own less than fifty percent (50%) of the combined voting power of such acquiring entity's then outstanding voting securities entitled to vote generally in the election of directors but only if such event results in a change in board of directors composition such that the directors immediately preceding such events do not comprise a majority of the board of directors following such event.

              "Cause" is defined in the Herbert Employment Agreement as (i) Mr. Herbert's material breach of his obligations under the Herbert Employment Agreement, or his repeated failure or refusal to perform or observe his duties, responsibilities and obligations as an executive, for reasons other than disability, if such breach, failure or refusal continues or it or another breach, failure or refusal is repeated following written notice thereof to him; (ii) any material dishonesty or other breach of the duty of loyalty affecting us or any of our customers, vendors or employees; (iii) use of alcohol or other drugs in a manner which materially affects the performance of Mr. Herbert's duties, responsibilities and obligations as an employee, if such use continues or is repeated following written notice thereof to him; (iv) conviction of, or a plea of guilty or nolo contendre to, a charge of commission of a felony or of any crime involving misrepresentation, moral turpitude or fraud; (v) commission by Mr. Herbert of any other willful or intentional act which materially injures our reputation, business or business relationships if such act occurs or continues following written notice to him of the same or of a prior willful or intentional act injuring our reputation, business or business relationships; or (vi) the existence of any court order or settlement agreement prohibiting Mr. Herbert's continued employment with us.

              "Good Reason" is defined in the Herbert Employment Agreement as (i) a material reduction, without Mr. Herbert's consent, in Mr. Herbert's duties or responsibilities, (provided no such reduction shall be deemed to have occurred solely by reason of our having hired a new Chief Executive or President as long as Mr. Herbert continues to have responsibilities that are consistent with executive status); (ii) a material reduction of Mr. Herbert's base salary, unless such reduction is part of an overall reduction in salary for executive employees and Mr. Herbert's reduction is proportionate to the overall reduction in salary; (iii) us moving Mr. Herbert's place of employment, without his consent, more than 50 miles from the place of his employment prior to such move, although business travel shall not be deemed to be a move of his place of employment; or (iv) our material breach of the Herbert Employment Agreement, provided Mr. Herbert has provided us detailed written notice of such alleged breach and we have not, within thirty (30) days of receipt of such notice, cured such alleged breach.

              The Herbert Employment Agreement contains non-competition and employee non-solicitation covenants that apply through one year following termination of employment.

Randy Ban

              We entered into an employment agreement with Mr. Ban, dated July 20, 2009, or the Ban Employment Agreement, providing for his position as Senior Vice President of Marketing and an initial annual base salary of $200,000 (which has been increased to $287,907 for 2018). The Ban Employment

133


Table of Contents

Agreement provides for an indefinite term and is terminable at will by us or Mr. Ban, provided that one month's advance notice must be provided by us in the event of a termination of employment without "Cause" and two weeks' advance notice must be provided by Mr. Ban in the event of a resignation for any reason.

              The Ban Employment Agreement provides for Mr. Ban's eligibility to receive discretionary annual bonuses and/or long term incentive compensation with an initial target of 25% of Mr. Ban's annual base salary, based upon achievement of annual performance targets (Mr. Ban currently participates in a commission program in lieu of the foregoing). Pursuant to the Ban Employment Agreement, upon termination of employment by us without Cause or following a "Change of Control" if Mr. Ban does not receive an offer of employment with the new controlling entity under an agreement that provides him with the same base pay and comparable incentives, benefits and terms, Mr. Ban will receive the sum of two months of his then current annual base salary and an additional one month of his then current base salary for each full year of Mr. Ban's employment with us beyond his second year of employment, with such amount payable in a lump sum, as well as subsidized COBRA premiums for a number months following his termination of employment corresponding to the number of months of his then current base salary to which he would be entitled as severance. Mr. Ban will be required to execute a release of claims in favor of us in order to receive his severance benefits.

              For purposes of the Ban Employment Agreement, "Change of Control" has the same meaning as used in the Herbert Employment Agreement.

              "Cause" is defined in the Ban Employment Agreement as (i) Mr. Ban's breach of his obligations under the Ban Employment Agreement, or his repeated failure or refusal to perform or observe his duties, responsibilities and obligations as an executive, for reasons other than disability; (ii) any material dishonesty or other breach of the duty of loyalty affecting us or any of our customers, vendors or employees; (iii) use of alcohol or other drugs in a manner which affects the performance of Mr. Ban's duties, responsibilities and obligations as an employee; (iv) conviction of, or a plea of guilty or nolo contendre to, a charge of commission of a felony or of any crime involving misrepresentation, moral turpitude or fraud; (v) commission by Mr. Ban of any other willful or intentional act which injures our reputation, business or business relationships; or (vi) the existence of any court order or settlement agreement prohibiting Mr. Ban's continued employment with us.

              The Ban Employment Agreement contains non-competition and employee non-solicitation covenants that apply through one year following termination of employment.

Richard Buchholz

              We entered into an employment agreement with Mr. Buchholz, dated June 1, 2014, or the Buchholz Employment Agreement, providing for his position as Chief Financial Officer and an initial annual base salary of $235,000 (which has been increased to $282,346 for 2018 and, effective April 9, 2018, will be further increased to $322,100). The Buchholz Employment Agreement provides for an indefinite term and is terminable at will by us or Mr. Buchholz, provided that one month's advance notice must be provided by us in the event of a termination of employment without "Cause" and two weeks' advance notice must be provided by Mr. Buchholz in the event of a resignation for any reason.

              The Buchholz Employment Agreement provides for Mr. Buchholz's eligibility to receive discretionary annual bonuses and/or long term incentive compensation with an initial target of 25% of Mr. Buchholz's annual base salary (which has been increased to 40% for 2018 and, effective April 9, 2018, will be further increased to 45%), based upon achievement of annual performance targets. Pursuant to the Buchholz Employment Agreement, upon termination of employment by us without Cause or following a "Change of Control" if Mr. Buchholz does not receive an offer of employment with the new controlling entity under an agreement that provides him with the same base pay and comparable incentives, benefits and terms, Mr. Buchholz will receive the sum of six months of his then

134


Table of Contents

current annual base salary and an additional one month of his then current base salary for each full year of Mr. Buchholz's employment with us beyond his second year of employment, with such amount payable in a lump sum, as well as subsidized COBRA premiums for a number months following his termination of employment corresponding to the number of months of his then current base salary to which he would be entitled as severance. Mr. Buchholz will be required to execute a release of claims in favor of us in order to receive his severance benefits.

              For purposes of the Buchholz Employment Agreement, "Change of Control" has the same meaning as used in the Herbert Employment Agreement.

              "Cause" is defined in the Buchholz Employment Agreement as (i) Mr. Buchholz's breach of his obligations under the Buchholz Employment Agreement, or his repeated failure or refusal to perform or observe his duties, responsibilities and obligations as an executive, for reasons other than disability; (ii) any material dishonesty or other breach of the duty of loyalty affecting us or any of our customers, vendors or employees; (iii) use of alcohol or other drugs in a manner which affects the performance of Mr. Buchholz's duties, responsibilities and obligations as an employee; (iv) conviction of, or a plea of guilty or nolo contendre to, a charge of commission of a felony or of any crime involving misrepresentation, moral turpitude or fraud; (v) commission by Mr. Buchholz of any other willful or intentional act which materially injures our reputation, business or business relationships; or (vi) the existence of any court order or settlement agreement prohibiting Mr. Buchholz's continued employment with us.

              The Buchholz Employment Agreement contains non-competition and employee non-solicitation covenants that apply through one year following termination of employment.

Amendment and Restatement

              Effective as of April 9, 2018, we intend to enter into amended and restated employment agreements with each of our NEOs, which will modify the existing severance provisions (as described below) and be substantially similar in all other respects.

              Mr. Herbert's amended and restated employment agreement will provide for severance equal to (i) in the event of a severance-eligible termination of employment that occurs on or within the twelve-month period following a Change of Control, (A) the sum of (x) eighteen months of his then current base salary and (y) annual target bonus, (B) subsidized COBRA premiums for eighteen months following his termination of employment and (C) acceleration in full of the vesting of his outstanding equity awards, and (ii) in the event of a severance-eligible termination of employment that does not occur on or within the twelve-month period following a Change of Control, (A) twelve months of his then current base salary, (B) a prorated portion of his annual bonus and (C) subsidized COBRA premiums for twelve months following his termination of employment.

              The amended and restated employment agreements for each of Messrs. Ban and Buchholz will provide for severance equal to (i) in the event of a severance-eligible termination of employment that occurs on or within the twelve-month period following a Change of Control, (A) the sum of (x) twelve months of his then current base salary and (y) annual target bonus, if applicable, (B) subsidized COBRA premiums for twelve months following his termination of employment and (C) acceleration in full of the vesting of any outstanding equity awards that are granted by us on or following April 9, 2018, and (ii) in the event of a severance-eligible termination of employment that does not occur on or within the twelve-month period following a Change of Control, (A) nine months of his then current base salary, (B) a prorated portion of his annual bonus, if applicable and (C) subsidized COBRA premiums for nine months following his termination of employment.

135


Table of Contents


Outstanding Equity Awards at Fiscal Year-End

              The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2017.

Name
  Grant Date   Number of Securities
Underlying Unexercised
Options (#)
Exercisable (1)
  Number of Securities
Underlying Unexercised
Options (#)
Unexercisable
  Option
Exercise Price
($)
  Option
Expiration
Date
 

Timothy Herbert

    8/15/2009     200,000         0.49     8/14/2019  

    5/1/2012     1,111,000         0.22     4/30/2022  

    9/12/2013     895,000         0.17     9/11/2023  

    3/31/2014     1,101,563     73,437     0.31     3/30/2024  

    1/1/2017         385,000     0.14     12/31/2026  

    4/1/2017         1,012,000     0.14     3/31/2027  

Randy Ban

   
8/15/2009
   
188,000 (2

)
 
   
0.49
   
8/14/2019
 

    5/1/2012     375,000         0.22     4/30/2022  

    9/12/2013     500,000         0.17     9/11/2023  

    3/31/2014     168,750     11,250     0.31     3/30/2024  

    1/1/2017         90,000     0.14     12/31/2026  

    4/1/2017         240,000     0.14     3/31/2027  

Richard Buchholz

   
6/1/2014
   
481,250
   
68,750
   
0.31
   
5/31/2024
 

    1/1/2017         40,000     0.14     12/31/2026  

    4/1/2017         105,000     0.14     3/31/2027  

(1)
Each stock option award has the same vesting schedule, which provides for 25% of the award to vest on the first anniversary of the grant date and the remaining 75% of the award to vest in 36 equal monthly installments thereafter (such that the award would fully vest on the fourth anniversary of the grant date), subject to the recipient's continuous employment with us through the relevant vesting dates; provided that a stock option award will fully accelerate in vesting in the event of a termination of the recipient's employment by us without "Cause" (as defined in the named executive officer's employment agreement) within one year following a "Change in Control". For additional details, please refer to the section titled "Narrative to Summary Compensation Table—Equity Compensation" above.

(2)
Mr. Ban's stock option award initially corresponded to 200,000 underlying shares of our common stock. Prior to December 31, 2017, however, Mr. Ban chose to exercise a portion of his vested stock option award with respect to 12,000 underlying shares of our common stock.

136


Table of Contents


Director Compensation

              Other than Dr. Griffin, Mr. McCormick and Ms. Nelson, none of our directors received compensation as a director for the year ended December 31, 2017. The only compensation that Dr. Griffin, Mr. McCormick and Ms. Nelson received as a director for the year ended December 31, 2017 was in the form of stock option awards, as indicated in the table below.

Name
  Option Awards ($)(1)(2)   Total ($)  

Jerry Griffin, M.D. 

    4,308     4,308  

Shawn T McCormick

    8,615     8,615  

Marilyn Carlson Nelson

    8,615     8,615  

(1)
Amounts reflect the full grant-date fair value of stock options granted during 2017 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock option awards made to our directors in Note 8 to our audited consolidated financial statements included elsewhere in this prospectus.

(2)
The table below shows the aggregate numbers of stock option awards (exercisable and unexercisable) held as of December 31, 2017 by each director who was serving as of December 31, 2017. No directors other than Dr. Griffin, Mr. McCormick or Ms. Nelson held outstanding stock option awards as of December 31, 2017.
Name
  Number of
Shares of
Common Stock
Underlying
Options
Outstanding at
Fiscal Year End
 

Jerry Griffin, M.D. 

    75,000  

Shawn T McCormick

    150,000  

Marilyn Carlson Nelson

    150,000  

Non-Employee Director Compensation Policy

              In connection with this offering, we adopted a compensation policy for our non-employee directors, subject to approval by our current stockholders, that consists of annual retainer fees and long-term equity awards.

              Pursuant to this policy, each eligible non-employee director will receive an annual cash retainer of $40,000. The chairperson of the board of directors will receive an additional annual cash retainer of $35,000. Further, the chairperson of the audit committee will receive an additional annual cash retainer of $20,000 and each other member of the audit committee will receive an additional annual cash retainer of $10,000, the chairperson of the compensation committee will receive an additional annual cash retainer of $15,000 and each other member of the compensation committee will receive an additional annual cash retainer of $7,500, and the chairperson of the nominating and governance committee will receive an additional annual cash retainer of $10,000 and each other member of the nominating and governance committee will receive an additional annual cash retainer of $5,000. Each annual cash retainer will be paid quarterly in arrears. The board of directors may, in its discretion, permit a non-employee director to elect to receive any portion of the annual cash retainer in the form of fully vested and unrestricted shares of common stock in lieu of cash.

              Also, pursuant to this policy, on the date of any annual meeting of our stockholders, we intend to grant each eligible non-employee director an award of an option to purchase the numbers of shares

137


Table of Contents

of our common stock (at a per-share exercise price equal to the closing price per share of the common stock on the date of such annual meeting (or on the last preceding trading day)) that has a grant date fair value of $110,000. The terms of each such award will be set forth in a written award agreement between each non-employee director and us, which will generally provide for vesting after one year of continued service as a director. Each such award will vest in full immediately prior to the occurrence of a Change in Control (as defined in the 2018 Plan).

              Also, pursuant to this policy, we intend to grant any eligible non-employee director who is elected or appointed mid-year an award of an option to purchase the numbers of shares of our common stock (at a per-share exercise price equal to the closing price per share of the common stock on the date of such director's election or appointment (or on the last preceding trading day)) that has a grant date fair value of $165,000. The terms of each such award will be set forth in a written award agreement between the non-employee director and us, which will generally provide for vesting in three equal installments following the date of grant (such that such award will vest in full on the third anniversary of the date of grant). Each such award will vest in full immediately prior to the occurrence of a Change in Control.

              All cash and equity awards granted under the non-employee director compensation policy will be granted under, and subject to the limits of, the 2018 Plan.

Equity Incentive Plans

2007 Stock Incentive Plan and 2017 Stock Incentive Plan

              We maintain the 2007 Plan (as described above), which terminated in accordance with its terms on November 28, 2017, and the 2017 Plan (as described above). On and after the closing of this offering and following the effectiveness of the 2018 Plan (as described below), no further grants will be made under the 2017 Plan.

2018 Incentive Award Plan

              In connection with this offering, we intend to adopt the 2018 Plan, subject to approval by our current stockholders, under which we may grant cash and equity incentive awards to eligible employees, consultants and directors in order to attract, motivate and retain the talent for which we compete. The material terms of the 2018 Plan, as it is currently contemplated, are summarized below. Our board of directors is still in the process of developing, approving and implementing the 2018 Plan and, accordingly, this summary is subject to change.

              Eligibility and Administration.    Our employees, consultants and directors, and employees, consultants and directors of our subsidiaries will be eligible to receive awards under the 2018 Plan. The 2018 Plan will be administered by our board of directors with respect to awards to non-employee directors and by our compensation committee with respect to other participants, each of which may delegate its duties and responsibilities to committees of our directors and/or officers (referred to collectively as the plan administrator below), subject to certain limitations that may be imposed under Section 16 of the Exchange Act and/or stock exchange rules, as applicable. The plan administrator will have the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of, the 2018 Plan, subject to its express terms and conditions. The plan administrator will also set the terms and conditions of all awards under the 2018 Plan, including any vesting and vesting acceleration conditions.

              Limitation on Awards and Shares Available.    The aggregate number of shares of our common stock that will be available for issuance under awards granted pursuant to the 2018 Plan, which shares may be authorized but unissued shares, or shares purchased in the open market, will be equal to the sum of (i)                          shares and (ii) an annual increase on the first day of each year beginning in

138


Table of Contents

2019 and ending in 2028, equal to the lesser of (A)                         shares, (B)          % of the shares outstanding (on an as-converted basis) on the last day of the immediately preceding fiscal year and (C) such smaller number of shares as determined by our board of directors. If an award under the 2018 Plan is forfeited, expires, is converted to shares of another entity in connection with a spin-off or other similar event or is settled for cash, any shares subject to such award may, to the extent of such forfeiture, expiration, conversion or cash settlement, be used again for new grants under the 2018 Plan. However, the following shares may not be used again for grant under the 2018 Plan: (1) shares tendered or withheld to satisfy grant or exercise price or tax withholding obligations associated with an award; (2) shares subject to a stock appreciation right, or SAR, that are not issued in connection with the stock settlement of the SAR on its exercise; and (3) shares purchased on the open market with the cash proceeds from the exercise of options.

              Awards granted under the 2018 Plan upon the assumption of, or in substitution for, awards authorized or outstanding under a qualifying equity plan maintained by an entity with which we enter into a merger or similar corporate transaction will not reduce the shares available for grant under the 2018 Plan. The sum of the grant date fair value of equity-based awards and the amount of any cash compensation granted to a non-employee director during (i) the first calendar year of such non-employee director's service will not exceed $1,000,000 and (ii) each subsequent calendar year of such non-employee director's service will not exceed $500,000.

              Awards.    The 2018 Plan will provide for the grant of stock options, including incentive stock options, or ISOs, and nonqualified stock options, or NSOs, stock appreciation rights, or SARS, restricted stock, restricted stock units, or RSUs, other stock or cash based awards and dividend equivalents. No determination has been made as to the types or amounts of awards that will be granted to specific individuals pursuant to the 2018 Plan. Certain awards under the 2018 Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards. All awards under the 2018 Plan will be set forth in award agreements, which will detail all terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations. Awards other than cash awards generally will be settled in shares of our common stock, but the plan administrator may provide for cash settlement of any award. A brief description of each award type follows.

    Stock Options.  Stock options provide for the purchase of shares of our common stock in the future at an exercise price set on the grant date. ISOs, by contrast to NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Code are satisfied. The exercise price of a stock option may not be less than 100% of the fair market value of the underlying share on the date of grant (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute options granted in connection with a corporate transaction. The term of a stock option may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders). Vesting conditions determined by the plan administrator may apply to stock options and may include continued service, performance and/or other conditions.

    SARs.  SARs entitle their holder, upon exercise, to receive from us an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date. The exercise price of a SAR may not be less than 100% of the fair market value of the underlying share on the date of grant (except with respect to certain substitute SARs granted in connection with a corporate transaction) and the term of a SAR may not be longer than ten years. Vesting conditions determined by the plan administrator may apply to SARs and may include continued service, performance and/or other conditions.

139


Table of Contents

    Restricted Stock and RSUs.  Restricted stock is an award of nontransferable shares of our common stock that remain forfeitable unless and until specified conditions are met, and which may be subject to a purchase price. RSUs are contractual promises to deliver shares of our common stock in the future, which may also remain forfeitable unless and until specified conditions are met. Delivery of the shares underlying RSUs may be deferred under the terms of the award or at the election of the participant, if the plan administrator permits such a deferral. Conditions applicable to restricted stock and RSUs may be based on continuing service, the attainment of performance goals and/or such other conditions as the plan administrator may determine.

    Other Stock or Cash Based Awards.  Other stock or cash awards are cash payments, cash bonus awards, stock payments, stock bonus awards or incentive awards paid in cash, shares of our common stock or a combination of both, and may include deferred stock, deferred stock units, retainers, committee fees and meeting based fees.

    Dividend Equivalents.  Dividend equivalents represent the right to receive the equivalent value of dividends paid on shares of our common stock and may be granted alone or in tandem with awards other than stock options or SARs. Dividend equivalents are credited as of dividend record dates during the period between the date an award is granted and the date such award vests, is exercised, is distributed or expires, as determined by the plan administrator. Dividend equivalents may not be paid on awards granted under the 2018 Plan unless and until such awards have vested.

              Section 162(m) of the Code imposes a $1 million cap on the compensation deduction that a public company may take in respect of compensation paid to its "covered employees". Under current tax law, we do not expect Section 162(m) of the Code to apply to certain awards under the 2018 Plan until the earliest to occur of (1) our annual stockholders' meeting at which members of our board of directors are to be elected in 2022; (2) a material modification of the 2018 Plan; (3) an exhaustion of the share supply under the 2018 Plan; or (4) the expiration of the 2018 Plan.

              Certain Transactions.    The plan administrator will have broad discretion to take action under the 2018 Plan, as well as make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain transactions and events affecting our common stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with our stockholders known as "equity restructurings," the plan administrator may make equitable adjustments to the 2018 Plan and outstanding awards. In the event of a change in control of our company (as defined in the 2018 Plan), to the extent that the surviving entity declines to continue, convert, assume or replace outstanding awards, all such awards will become fully vested and exercisable in connection with the transaction. Upon or in anticipation of a change of control, the plan administrator may cause any outstanding awards to terminate at a specified time in the future and give the participant the right to exercise such awards during a period of time determined by the plan administrator in its sole discretion. Individual award agreements may provide for additional accelerated vesting and payment provisions.

              Foreign Participants, Claw-Back Provisions, Transferability, and Participant Payments.    The plan administrator may modify award terms, establish subplans and/or adjust other terms and conditions of awards, subject to the share limits described above, in order to facilitate grants of awards subject to the laws and/or stock exchange rules of countries outside of the United States. All awards will be subject to the provisions of any claw-back policy implemented by our company to the extent set forth in such claw-back policy and/or in the applicable award agreement. With limited exceptions for estate planning, domestic relations orders, certain beneficiary designations and the laws of descent and distribution, awards under the 2018 Plan are generally non-transferable prior to vesting, and are exercisable only by

140


Table of Contents

the participant. With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the 2018 Plan, the plan administrator may, in its discretion, accept cash or check, shares of our common stock that meet specified conditions, a "market sell order" or such other consideration as it deems suitable.

              Plan Amendment and Termination.    Our board of directors may amend or terminate the 2018 Plan at any time; however, except in connection with certain changes in our capital structure, stockholder approval will be required for any amendment that increases the number of shares available under the 2018 Plan, "reprices" any stock option or SAR, or cancels any stock option or SAR in exchange for cash or another award when the option or SAR price per share exceeds the fair market value of the underlying shares. No award may be granted pursuant to the 2018 Plan after the tenth anniversary of the date on which our board of directors adopts the 2018 Plan.

2018 Employee Stock Purchase Plan

              In connection with this offering, we intend to adopt the ESPP, subject to approval by our current stockholders. Our executive officers and all of our other employees will be allowed to participate in our ESPP, subject to the eligibility requirements described below. The material terms of the ESPP, as it is currently contemplated, are summarized below. Our board of directors is still in the process of developing, approving and implementing the ESPP and, accordingly, this summary is subject to change.

              The aggregate number of shares of our common stock that will be reserved for issuance under our ESPP will be equal to the sum of (i)                          shares and (ii) an annual increase on the first day of each year beginning in 2019 and ending in 2028, equal to the lesser of (A)                          shares, (B)         % of the shares outstanding (on an as-converted basis) on the last day of the immediately preceding fiscal year and (C) such smaller number of shares as determined by our board of directors. Our board of directors or its committee will have full and exclusive authority to interpret the terms of the ESPP and determine eligibility. Our compensation committee will be the initial administrator of the ESPP.

              Our employees and the employees of our subsidiaries will be eligible to participate in the ESPP if they are customarily employed by us or any participating subsidiary for at least 20 hours per week and more than five months in any calendar year. However, an employee may not be granted rights to purchase stock under our ESPP if such employee, immediately after the grant, would own (directly or through attribution) stock possessing 5% or more of the total combined voting power or value of all classes of our common stock.

              Our ESPP will be intended to qualify under Section 423 of the Code and stock will be offered under the ESPP during offering periods. The length of the offering periods under the ESPP will be determined by our compensation committee and may be up to 27 months long. Employee payroll deductions will be used to purchase shares on each purchase date during an offering period. The purchase dates will be determined by the compensation committee for each offering period, but will generally be the last day in each offering period. Offering periods under the ESPP will commence when determined by our compensation committee. The compensation committee may, in its discretion, modify the terms of future offering periods.

              Our ESPP will permit participants to purchase common stock through payroll deductions of up to 20% of their eligible compensation, which includes a participant's gross base compensation for services to the company, excluding overtime payments, sales commissions, incentive compensation, bonuses, expense reimbursements, fringe benefits and other special payments. A participant will be permitted to purchase a maximum of                        shares of common stock during each offering period. In addition, no employee will be permitted to accrue the right to purchase stock under the ESPP at a rate in excess of $25,000 worth of shares during any calendar year during which such a

141


Table of Contents

purchase right is outstanding (based on the fair market value per share of our common stock as of the first day of the offering period).

              On the first trading day of each offering period, each participant will be automatically granted an option to purchase shares of our common stock. The option will expire at the end of the offering period or upon termination of employment, whichever is earlier, but is exercised at the end of each purchase period to the extent of the payroll deductions accumulated during such purchase period. The purchase price of the shares will be 85% of the lower of the fair market value of our common stock on the first trading day of the offering period or on the applicable purchase date. Participants may end their participation at any time during an offering period, and will be paid their accrued payroll deductions that have not yet been used to purchase shares of common stock. Participation will end automatically upon termination of employment with us.

              A participant may not transfer rights granted under the ESPP other than by will, the laws of descent and distribution or as otherwise provided under the ESPP.

              In the event of certain significant transactions or a "Change in Control" (as defined in the ESPP), the compensation committee may provide for (i) either the replacement or termination of outstanding rights in exchange for cash, (ii) the assumption or substitution of outstanding rights by the successor or survivor corporation or parent or subsidiary thereof, if any, (iii) the adjustment in the number and type of shares of stock subject to outstanding rights, (iv) the use of participants' accumulated payroll deductions to purchase stock on a new purchase date prior to the next purchase date and termination of any rights under ongoing offering periods or (v) the termination of all outstanding rights.

              The compensation committee may amend, suspend or terminate the ESPP. However, stockholder approval of any amendment to the ESPP will be obtained for any amendment which changes the aggregate number or type of shares that may be sold pursuant to rights under the ESPP, changes the corporations or classes of corporations whose employees are eligible to participate in the ESPP or changes the ESPP in any manner that would cause the ESPP to no longer be an employee stock purchase plan within the meaning of Section 423(b) of the Code.

              Federal Income Taxes.    The material federal income tax consequences of the ESPP under current federal income tax law are summarized in the following discussion, which deals with the general tax principles applicable to the ESPP. The following discussion is based upon laws, regulations, rulings and decisions now in effect, all of which are subject to change. Foreign, state and local tax laws, and employment, estate and gift tax considerations are not discussed due to the fact that they may vary depending on individual circumstances and from locality to locality.

              The ESPP, and the right of participants to make purchases thereunder, will be intended to qualify under the provisions of Section 423 of the Code. Under the applicable Code provisions, no income will be taxable to a participant until the sale or other disposition of the shares purchased under the ESPP. This means that an eligible employee will not recognize taxable income on the date the employee is granted an option under the ESPP (i.e., the first day of the offering period). In addition, the employee will not recognize taxable income upon the purchase of shares. Upon such sale or disposition, the participant will generally be subject to tax in an amount that depends upon the length of time such shares are held by the participant prior to disposing of them. If the shares are sold or disposed of more than two years from the first day of the offering period during which the shares were purchased and more than one year from the date of purchase, or if the participant dies while holding the shares, the participant (or his or her estate) will recognize ordinary income measured as the lesser of (1) the excess of the fair market value of the shares at the time of such sale or disposition over the purchase price or (2) an amount equal to 85% of the fair market value of the shares as of the first day of the offering period. Any additional gain will be treated as long-term capital gain. If the shares are held for the holding periods described above but are sold for a price that is less than the purchase

142


Table of Contents

price, there will be no ordinary income and the participating employee has a long-term capital loss for the difference between the sale price and the purchase price.

              If the shares are sold or otherwise disposed of before the expiration of the holding periods described above, the participant will recognize ordinary income generally measured as the excess of the fair market value of the shares on the date the shares are purchased over the purchase price and we will be entitled to a tax deduction for compensation expense in the amount of ordinary income recognized by the employee. Any additional gain or loss on such sale or disposition will be long-term or short-term capital gain or loss, depending on how long the shares were held following the date they were purchased by the participant prior to disposing of them. If the shares are sold or otherwise disposed of before the expiration of the holding periods described above but are sold for a price that is less than the purchase price, the participant will recognize ordinary income equal to the excess of the fair market value of the shares on the date of purchase over the purchase price (and we will be entitled to a corresponding deduction), but the participant generally will be able to report a capital loss equal to the difference between the sales price of the shares and the fair market value of the shares on the date of purchase.

143


Table of Contents


CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

              The following includes a summary of transactions since January 1, 2015, to which we have been a party in which the amount involved exceeded or will exceed $120,000, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under "Executive and Director Compensation." We also describe below certain other transactions with our directors, executive officers and stockholders.

Sale of Series F Convertible Preferred Stock

              In February 2017, we completed the sale of an aggregate of 27,372,261 shares of our Series F convertible preferred stock at a purchase price of $1.37 per share for an aggregate purchase price of $37.5 million. The shares were issued in two tranches, with the first tranche of 9,124,084 shares closing in October 2016 and the second tranche of 18,248,177 shares closing in February 2017. Shares of our Series F convertible preferred stock will convert into shares of our common stock on a one-for-one basis immediately prior to the closing of this offering. The following table summarizes purchases of shares of our Series F convertible preferred stock by holders of more than 5% of our capital stock, a member of our board of directors and an entity affiliated with a member of our board of directors.

 
  Initial Closing(1)   Second Closing    
   
 
Participants
  Shares of
Series F
Convertible
Preferred
Stock
  Aggregate
Purchase Price
  Shares of
Series F
Convertible
Preferred
Stock
  Aggregate
Purchase Price
  Total
Shares
Purchased
  Aggregate
Purchase Price
 
 
   
  (in thousands)
   
  (in thousands)
   
  (in thousands)
 

Greater than 5% Stockholders(2)

                                     

U.S. Venture Partners IX, L.P.(3)

    1,265,207   $ 1,733     2,530,414   $ 3,467     3,795,621   $ 5,200  

Orbimed Private Investments V, L.P.(4)

    1,216,545   $ 1,667     2,433,090   $ 3,333     3,649,635   $ 5,000  

Synergy Life Science Partners, LP(5)

    1,034,063   $ 1,417     2,068,127   $ 2,833     3,102,190   $ 4,250  

KPCB Holdings, Inc.(6)

    753,133   $ 1,032     1,506,266   $ 2,064     2,259,399   $ 3,095  

Amzak Health Investors, LLC(7)

    3,041,363   $ 4,167     6,082,725   $ 8,333     9,124,088   $ 12,500  

Medtronic

    141,846   $ 194     283,693   $ 389     425,539   $ 583  

Directors and Affiliates

                                     

GDN Holdings, LLC(8)

    166,954   $ 229     333,909   $ 457     500,863   $ 686  

Jerry Griffin, M.D. 

    17,845   $ 24     35,690   $ 49     53,535   $ 73  

(1)
A portion of the consideration paid for the shares of Series F convertible preferred stock issued in the initial closing was funded through the conversion of the aggregate principal amount and accrued interest under the Bridge Notes (as defined below). See "—Convertible Bridge Notes."

(2)
Additional details regarding these stockholders and their equity holdings are provided in this prospectus under the caption "Principal Stockholders."

(3)
Mr. Casey Tansey, a member of our board of directors, is affiliated with U.S. Venture Partners IX, L.P.

(4)
Mr. Chau Khuong, a member of our board of directors, is affiliated with OrbiMed Private Investments V, L.P.

(5)
Mr. Mudit K. Jain, a member of our board of directors, is affiliated with Synergy Life Science Partners, LP.

(6)
Mr. Dana G. Mead, Jr. a member of our board of directors, is affiliated with KPCB Holdings, Inc.

(7)
Ms. Joyce Erony, a member of our board of directors, is affiliated with Amzak Health Investors, LLC.

(8)
Ms. Marilyn Carlson Nelson, a member of our board of directors, is the managing member of GDN Holdings, LLC.

144


Table of Contents

Convertible Bridge Notes

              In July 2016, we entered into a bridge note purchase agreement pursuant to which we issued $4 million in aggregate principal amount of convertible bridge notes, which we refer to as the Bridge Notes. The Bridge Notes matured on December 30, 2016, and accrued interest at a rate of 10% per year, payable in cash or in kind upon repayment. The aggregate principal amount and accrued interest on the Bridge Notes automatically converted into shares of our Series F convertible preferred stock at a conversion price of $1.37 per share upon the closing of the initial tranche of our Series F convertible preferred stock financing in October 2016. The following table summarizes the Bridge Notes purchased by holders of more than 5% of our capital stock, a member of our board of directors and an entity affiliated with a member of our board of directors, and the conversion of such Bridge Notes and accrued interest thereon into shares of our Series F convertible preferred stock.

 
  Bridge Notes    
 
Participants
  Principal
Amount(1)
  Interest(2)   Shares of Series F
Convertible
Preferred Stock
 
 
  (in thousands)
  (in thousands)
   
 

Greater than 5% Stockholders(3)

                   

U.S. Venture Partners IX, L.P.(4)

  $ 844   $ 18     629,658  

Orbimed Private Investments V, L.P.(5)

  $ 743   $ 16     554,316  

Synergy Life Science Partners, LP(6)

  $ 848   $ 18     632,597  

KPCB Holdings, Inc.(7)

  $ 844   $ 18     629,658  

Medtronic

  $ 159   $ 3     118,591  

Directors and Affiliates

                   

GDN Holdings, LLC(8)

  $ 199   $ 4     148,468  

Jerry Griffin, M.D. 

  $ 4   $ *     3,112  

*
Amount less than $500.

(1)
Also represents the largest principal amount outstanding and the amount of principal repaid subsequent to January 1, 2015.

(2)
Represents interest accrued during the year ended December 31, 2016 and converted into shares of Series F convertible preferred stock.

(3)
Additional details regarding these stockholders and their equity holdings are provided in this prospectus under the caption "Principal Stockholders."

(4)
Mr. Casey Tansey, a member of our board of directors, is affiliated with U.S. Venture Partners IX, L.P.

(5)
Mr. Chau Khuong, a member of our board of directors, is affiliated with OrbiMed Private Investments V, L.P.

(6)
Mr. Mudit K. Jain, a member of our board of directors, is affiliated with Synergy Life Science Partners, LP.

(7)
Mr. Dana G. Mead, Jr. a member of our board of directors, is affiliated with KPCB Holdings, Inc.

(8)
Ms. Marilyn Carlson Nelson, a member of our board of directors, is the managing member of GDN Holdings, LLC.

145


Table of Contents

Convertible Promissory Notes and Warrants to Purchase Shares of Series C Convertible Preferred Stock

              In 2011 and 2012, we issued $3.0 million in aggregate principal amount of convertible promissory notes to certain holders of more than 5% of our capital stock. The convertible promissory notes had a maturity of one year and accrued interest at a rate of 8% per year. We repaid the convertible promissory notes in full in January 2012.

              In connection with the issuance of the convertible promissory notes, we also issued to the holders thereof warrants to purchase an aggregate of 278,507 shares of our Series C convertible preferred stock at an exercise price of $1.07 per share. Warrants to purchase 19,627 shares of our Series C convertible preferred stock were exercised in 2014, and warrants to purchase the remaining 258,880 shares of Series C convertible preferred stock were exercised in 2016.

              The following table summarizes the issuance and repayment of the convertible promissory notes and the issuance of the related warrants to holders of more than 5% of our capital stock and an entity affiliated with a member of our board of directors.

 
  Convertible Promissory Notes    
 
Participants
  Principal
Amount(2)
  Interest Paid(3)   Series C Convertible
Preferred Stock
Warrants
 
 
  (in thousands)
  (in thousands)
   
 

Greater than 5% Stockholders(1)

               

U.S. Venture Partners IX, L.P.(4)

  $959   $9     89,639  

Synergy Life Science Partners, LP(5)

  $851   $8     79,602  

KPCB Holdings, Inc.(6)

  $959   $9     89,639  

Director Affiliates

               

GDN Holdings, LLC

  $210   $2     19,627  

(1)
Additional details regarding these stockholders and their equity holdings are provided in this prospectus under the caption "Principal Stockholders."

(2)
Also represents the largest principal amount outstanding and the amount of principal repaid subsequent to January 1, 2015.

(3)
Represents interest paid during the year ended December 31, 2015.

(4)
Mr. Casey Tansey, a member of our board of directors, is affiliated with U.S. Venture Partners IX, L.P.

(5)
Mr. Mudit K. Jain, a member of our board of directors, is affiliated with Synergy Life Science Partners, LP.

(6)
Mr. Dana G. Mead, Jr. a member of our board of directors, is affiliated with KPCB Holdings, Inc.

(7)
Ms. Marilyn Carlson Nelson, a member of our board of directors, is the managing member of GDN Holdings, LLC.

146


Table of Contents

Transactions with Medtronic

              In November 2007, we entered into an investment agreement with Medtronic, pursuant to which, among other things:

    we issued to Medtronic a convertible promissory note in the principal amount of $1.0 million;

    Medtronic agreed, subject to certain conditions and our achievement of certain funding milestones, to lend us an additional $1.0 million in exchange for an additional convertible promissory note, which we issued to Medtronic in May 2009;

    we granted to Medtronic the option, subject to our achievement of certain funding milestones, to purchase up to $4.5 million of shares of our convertible preferred stock at the applicable offering price for such shares, which option was exercised by Medtronic in January 2012 for 1,261,949 shares of our Series C convertible preferred stock;

    we issued to Medtronic 864,000 shares of our common stock as consideration for Medtronic's assignment and license, as applicable, of certain patents and other intellectual property rights to us pursuant to the Assignment and License Agreement, and agreed to issue to Medtronic additional shares of our common stock subject to our achievement of certain funding milestones, pursuant to which we issued to Medtronic 997,000 shares of our common stock in May, 2009, and 859,960 shares of our common stock in January 2012; and

    we and Medtronic entered into a development agreement, which established a joint development program to develop and build our Inspire II neurostimulator and the pressure sensor used in our original pressure sensing lead, which we refer to below as the Products, and a supply agreement, pursuant to which Medtronic agreed to supply, and we agreed to purchase from Medtronic, all of our commercial and clinical requirements of the Products.

              The convertible promissory notes described above, which we refer to as the Medtronic Promissory Notes, had a maturity of seven years, accrued interest at a rate of prime plus 0.5% per year, and were secured by all of our assets. The largest aggregate principal amount outstanding under the Medtronic Promissory Notes subsequent to January 1, 2015 was $1.0 million, which amount was repaid in full in April 2015. We paid $0.2 million in interest on the Medtronic Promissory Notes during the year ended December 31, 2015.

              The development agreement expired in 2015 after development of the Products was complete. Pursuant to the development agreement, we agreed to reimburse Medtronic for non-recurring engineering costs and expenses incurred by it in connection with the development of the Products. During the year ended December 31, 2015, we reimbursed Medtronic for $0.1 million of costs and expenses pursuant to the development agreement. We did not reimburse Medtronic for any costs and expenses during the years ended December 31, 2016 and 2017.

              The initial term of the supply agreement expired in June 2017 and was extended to allow Medtronic to complete the final build of the current pressure sensor, which will not be a component of our newly designed pressure sensing lead. The final build of the Inspire II neurostimulator was completed in December 2016, and we expect the final build of the pressure sensor to be completed in early 2018. During the years ended December 31, 2015, 2016 and 2017, we purchased $0.9 million, $0.8 million and $1.1 million in inventory from Medtronic pursuant to the supply agreement. As of December 31, 2017, we had $0.4 million of outstanding purchase commitments to Medtronic.

              For a description of the Assignment and License Agreement, see "Business—License Agreement with Medtronic."

147


Table of Contents

Investor Rights Agreement

              We are party to a fifth amended and restated investor rights agreement, or the Investor Rights Agreement, with each holder of our convertible preferred stock, which includes each holder of more than 5% of our capital stock and certain of our directors (or, in some cases, entities affiliated therewith). The Investor Rights Agreement imposes certain affirmative obligations on us, and also grants certain rights to the holders, including certain registration rights with respect to the registrable securities held by them. See "Description of Capital Stock—Registration Rights" for additional information. Certain holders also have the right to have a designated representative present at meetings of our board of directors. In the event we issue additional shares of our common stock, the Investor Rights Agreement provides the holders with a right of first refusal, allowing each holder to purchase additional shares of our common stock up to the number of shares required to maintain such holder's pro rata ownership in the Company. This right of first refusal does not apply to this offering and will terminate immediately prior to the closing of this offering.

Voting Agreement

              We are party to the Voting Agreement, pursuant to which each of U.S. Venture Partners IX, L.P., Kleiner Perkins Caufield & Byers, Synergy Life Science Partners, LP, OrbiMed Private Investments V, L.P. and Amzak Health Investors, LLC has the right to designate one member to be elected to our board of directors. See "Management—Board Composition and Election of Directors." The Voting Agreement will terminate by its terms in connection with the closing of this offering and none of our stockholders will have any continuing rights regarding the election or designation of members of our board of directors following this offering.

Right of First Refusal and Co-Sale Agreement

              We are party to a fifth amended and restated right of first refusal and co-sale agreement with the Timothy P. Herbert 2013 Family Irrevocable GST Trust U/A/D November 27, 2013 and each holder of our convertible preferred stock, which includes each holder of more than 5% of our capital stock and certain of our directors (or, in some cases, entities affiliated therewith), pursuant to which we have a right of first refusal in respect of certain sales of securities by the Timothy P. Herbert 2013 Family Irrevocable GST Trust U/A/D November 27, 2013. To the extent we do not exercise such right in full, the holders of convertible preferred stock are granted certain rights of first refusal and co-sale in respect of such sale. The right of first refusal and co-sale agreement will terminate in connection with the closing of this offering.

Employment Agreements

              We have entered into employment agreements with each of our executive officers. See "Executive and Director Compensation—Narrative to Summary Compensation Table—Employment Agreements" for a further discussion of these arrangements.

Director and Officer Indemnification and Insurance

              We have agreed to indemnify each of our directors and executive officers against certain liabilities, costs and expenses, and have purchased directors' and officers' liability insurance. See "Description of Capital Stock—Limitations on Liability and Indemnification Matters."

Reserved Share Program

              At our request, the underwriters have reserved for sale, at the initial public offering price, up to        % of the shares offered by this prospectus for sale to some of our directors, officers, employees, dealers, business associates and related persons. See "Underwriting—Reserved Shares."

148


Table of Contents

Stock Option Grants to Executive Officers and Directors

              We have granted options to our executive officers and certain of our directors as more fully described in the section entitled "Executive and Director Compensation."

Policies and Procedures for Related Party Transactions

              Our board of directors has adopted a written related person transaction policy, to be effective upon the effectiveness of the registration statement of which this prospectus forms a part, setting forth the policies and procedures for the review and approval or ratification of related person transactions. This policy will cover, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved exceeds $120,000 in any fiscal year and a related person had, has or will have a direct or indirect material interest, including without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, our audit committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm's length transaction and the extent of the related person's interest in the transaction. All of the transactions described in this section occurred prior to the adoption of this policy.

149


Table of Contents


PRINCIPAL STOCKHOLDERS

              The following table sets forth information with respect to the beneficial ownership of our common stock, as of December 31, 2017, and as adjusted to reflect our sale of common stock in this offering, by:

    each person or group of affiliated persons known by us to beneficially own more than 5% of our common stock;

    each of our named executive officers;

    each of our directors; and

    all of our executive officers and directors as a group.

              The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC. Under these rules, a person is deemed to be a "beneficial" owner of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. Except as indicated in the footnotes below, we believe, based on the information furnished to us, that the individuals and entities named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned by them, subject to any applicable community property laws.

              Percentage ownership of our common stock before this offering is based on 89,004,782 shares of our common stock outstanding as of December 31, 2017, after giving effect to the automatic conversion of all outstanding shares of our convertible preferred stock into shares of our common stock immediately prior to the closing of this offering. Percentage ownership of our common stock after this offering is based on                shares of our common stock outstanding as of December 31, 2017, after giving effect to the automatic conversion of all outstanding shares of our convertible preferred stock as described above and our issuance of shares of our common stock in this offering. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of common stock subject to options, warrants or other rights held by such person that are currently exercisable or that will become exercisable within 60 days of December 31, 2017 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. The table below excludes any shares of our common stock that may be purchased in this offering pursuant to the reserved share program. See "Underwriting." Unless noted otherwise, the address of all listed stockholders is 9700 63rd Ave. N., Suite 200, Maple Grove, Minnesota 55369.

150


Table of Contents

 
   
  Percentage of common
stock beneficially owned
 
 
  Shares of common stock
beneficially owned before
and after this offering
  Before
this offering
  After
this offering
 

Name of beneficial owner

                   

5% stockholders:

                   

U.S. Venture Partners IX, L.P.(1)

    14,418,911     16.2 %     %

OrbiMed Private Investments V, L.P.(2)

    14,175,950     15.9        

Synergy Life Science Partners, LP(3)

    13,935,136     15.7        

KPCB Holdings, Inc.(4)

    12,882,689     14.5        

Amzak Health Investors, LLC(5)

    9,124,088     10.3        

Medtronic(6)

    5,106,264     5.7        

Named executive officers and directors:

                   

Timothy Herbert(7)

    5,394,811     6.1        

Randy Ban(8)

    1,277,500     1.4        

Richard Buchholz(9)

    527,291     *        

Marilyn Carlson Nelson(10)

    3,833,574     4.3        

Joyce Erony(11)

    9,124,088     10.3        

Jerry Griffin, M.D.(12)

    404,159     *        

Mudit K. Jain(13)

    13,935,136     15.7        

Chau Khuong

               

Dana G. Mead, Jr. 

               

Shawn T McCormick(14)

    50,000     *        

Casey Tansey(15)

    14,418,911     16.2        

All executive officers and directors as a group (12 individuals)(16)

    48,965,470     55.0        

*
Less than 1%.

(1)
Presidio Management Group IX, L.L.C., or PMG IX, is the general partner of U.S. Venture Partners IX, L.P., or USVP IX, and has voting and dispositive power over the shares held by USVP, IX. Casey M. Tansey, a member of our board of directors, Irwin Federman, Steven Krausz, David Liddle, Paul Matteucci, Jonathan D. Root and Philip M. Young are the managing members of PMG IX and, as a result, may be deemed to share voting and dispositive power over the shares held by USVP IX. Each of the managing members of PMG IX disclaims beneficial ownership of such holdings. The mailing address of PMG IX and USVP IX is 1460 El Camino Real, Suite 100, Menlo Park, California 94025.

(2)
OrbiMed Capital GP V LLC, or OrbiMed GP V, is the general partner of OrbiMed Private Investment V, LP, or OPI V. OrbiMed Advisors LLC, or OrbiMed Advisors, is the managing member of OrbiMed GP V. Samuel D. Isaly is the managing member of and owns a controlling interest in OrbiMed Advisors. As a result of such relationships, each of OrbiMed GP V, OrbiMed Advisors and Mr. Isaly may be deemed to have voting and investment power over the shares held by OPI V. Each of OrbiMed GP V, OrbiMed Advisors and Mr. Isaly disclaims beneficial ownership of such shares. The mailing address of OrbiMed Advisors, OrbiMed GVP and OPI V is 601 Lexington Avenue, 54th Floor, New York, New York 10022.

(3)
Synergy Venture Partners, LLC, or Synergy Venture Partners, is the general partner of Synergy Life Science Partners, LP, or Synergy Life Science Partners, and has voting and dispositive power over the shares held by Synergy Life Science Partners. Mudit K. Jain, a member of our board of directors, William N. Starling, Jr. and Richard S. Stack, M.D. are the managing members of Synergy Venture Partners and share voting and dispositive power over the securities held by Synergy Life Science Partners. Mr. Jain disclaims beneficial ownership of the shares held by Synergy Life Science Partners. The mailing address of Synergy Venture Partners and Synergy Life Science Partners is 1350 Bayshore Highway, Suite 920, Burlingame, California 94010.

(4)
Consists of (i) approximately 10,952,997 shares of our convertible preferred stock beneficially owned by Kleiner Perkins Caufield & Byers XII, LLC, or KPCB XII, (ii) approximately 154,143 shares of

151


Table of Contents

    our convertible preferred stock beneficially owned by KPCB XII Founders Fund, LLC, or KPCB XII FF, and (iii) approximately 1,144,283 shares of our convertible preferred stock beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers which shares will convert into an aggregate of 12,882,689 shares of our common stock immediately prior to the closing of this offering. All shares are held in the name of "KPCB Holdings, Inc., as nominee" for the accounts of such individuals and entities who each exercise their own voting and dispositive power over such shares. KPCB XII Associates, LLC, or KPCB XII Associates, is the managing member of KPCB XII and KPCB XII FF. Brook H. Byers, L. John Doerr, Raymond J. Lane and Theodore E. Schlein, the managers of KPCB XII Associates, exercise shared voting and dispositive power over the shares directly owned by KPCB XII and KPCB XII FF. KPCB XII Associates and each of its managers disclaim beneficial ownership of these shares. The mailing address of KPCB XII Associates, KPCB XII and KPCB XII FF is 2750 Sand Hill Road, Menlo Park, California 94025.

(5)
Joyce Erony, a member of our board of directors, Michael D. Kazma and Anders Hove, are managers of Amzak Health Investors, LLC, or Amzak Health and, as a result, have shared voting and dispositive power over the shares held by Amzak Health. Ms. Erony disclaims beneficial ownership of the shares held by Amzak Health. The mailing address of Amzak Health is 980 North Federal Highway, Suite 315, Boca Raton, Florida 33432.

(6)
The mailing address of Medtronic is 20 On Hatch, Lower Hatch Street, Dublin 2, Ireland.

(7)
Includes (i) 1,920,000 shares of common stock held by the Timothy P. Herbert 2013 Family Irrevocable GST Trust U/A/D November 27, 2013, or the Herbert Trust, and (ii) 3,468,811 shares of common stock underlying options exercisable within 60 days of December 31, 2017. Mr. Herbert is a trustee of the Herbert Trust and, as a result, has shared voting and dispositive power over the shares held by it.

(8)
Includes 1,265,500 shares of common stock underlying stock options exercisable within 60 days of December 31, 2017.

(9)
Consists of 527,291 shares of common stock underlying stock options exercisable within 60 days of December 31, 2017.

(10)
Includes (i) 3,025,574 shares of common stock held by GDN Holdings, LLC, or GDN, and (ii) 50,000 shares of common stock underlying stock options exercisable within 60 days of December 31, 2017. Ms. Nelson is the managing member of GDN and, as a result, has sole voting and dispositive power over the shares held by GDN.

(11)
Consists of 9,124,088 shares of common stock held by Amzak Health, which Ms. Erony may be deemed to beneficially own. See footnote (5) above. Ms. Erony disclaims beneficial ownership of such shares.

(12)
Includes 25,000 shares of common stock underlying stock options exercisable within 60 days of December 31, 2017.

(13)
Consists of 13,935,136 shares of common stock held by Synergy Life Science Partners, which Mr. Jain may be deemed to beneficially own. See footnote (3) above. Mr. Jain disclaims beneficial ownership of such shares.

(14)
Consists of 50,000 shares of common stock underlying stock options exercisable within 60 days of December 31, 2017.

(15)
Consists of 14,418,911 shares of common stock held by USVP IX, which Mr. Tansey may be deemed to beneficially own. See footnote (1) above. Mr. Tansey disclaims beneficial ownership of such shares.

(16)
Includes 5,386,602 shares of common stock underlying stock options exercisable within 60 days of December 31, 2017.

152


Table of Contents


DESCRIPTION OF CAPITAL STOCK

Capital Structure

              The following description of our capital stock and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws are summaries and are qualified by reference to the amended and restated certificate of incorporation and the amended and restated bylaws that will be in effect upon the closing of this offering. Copies of these documents will be filed with the SEC as exhibits to our registration statement, of which this prospectus forms a part. The descriptions of our common stock and preferred stock reflect changes to our capital structure that will occur upon the closing of this offering.

General

              Upon the closing of this offering, our authorized capital stock will consist of                shares, all with a par value of $0.001 per share, of which:

                shares are designated as common stock; and

                shares are designated as preferred stock.

Common Stock

              As of December 31, 2017, after giving effect to the automatic conversion of all outstanding shares of our convertible preferred stock into 80,543,081 shares of our common stock immediately prior to the closing of this offering, we had outstanding 89,004,782 shares of common stock held of record by 65 stockholders.

              Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. An election of directors by our stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote on the election. Holders of common stock are entitled to receive proportionately any dividends as may be declared by our board of directors, subject to any preferential dividend rights of any series of preferred stock that we may designate and issue in the future.

              In the event of our liquidation or dissolution, the holders of common stock are entitled to receive proportionately our net assets available for distribution to stockholders after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of common stock have no preemptive, subscription, redemption or conversion rights. Our outstanding shares of common stock are, and the shares offered by us in this offering will be, when issued and paid for, validly issued, fully paid and nonassessable. The rights, preferences and privileges of holders of common stock are subject to and may be adversely affected by the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

Preferred Stock

              As of December 31, 2017, there were 76,235,050 shares of our convertible preferred stock outstanding. Immediately prior to the closing of this offering, all outstanding shares of our convertible preferred stock will convert into 80,543,081 shares of our common stock.

              Under the terms of our amended and restated certificate of incorporation that will become effective immediately prior to the closing of this offering, our board of directors is authorized to direct us to issue shares of preferred stock in one or more series without stockholder approval. Our board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.

153


Table of Contents

              The purpose of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third-party to acquire, or could discourage a third-party from seeking to acquire, a majority of our outstanding voting stock. Upon the closing of this offering, there will be no shares of preferred stock outstanding, and we have no present plans to issue any shares of preferred stock.

Warrants

              As of December 31, 2017, we had warrants to purchase an aggregate of 423,784 shares of our convertible preferred stock outstanding with a weighted average exercise price of $1.41 per share. Subsequent to December 31, 2017, we issued warrants to purchase 233,577 shares of our convertible preferred stock at an exercise price of $1.37 per share. These warrants may be exercised at any time and from time to time, in whole or in part. Upon the closing of this offering, these warrants will become exercisable for up to 423,784 shares of our common stock and will have a weighted average exercise price of $1.41 per share. Unless earlier exercised, warrants to purchase 186,916 shares of our common stock will expire on November 16, 2022, warrants to purchase 74,768 shares of our common stock will expire on August 5, 2023, warrants to purchase 76,334 shares of our common stock will expire on June 27, 2024, warrants to purchase 56,569 shares of our common stock will expire on August 7, 2025, warrants to purchase 29,197 shares of our common stock will expire on February 24, 2027 and warrants to purchase 233,577 shares of our common stock will expire on February 7, 2028.

Options

              As of December 31, 2017, options to purchase 13,777,497 shares of our common stock were outstanding under our Existing Incentive Plans, of which 8,221,579 options were vested of that date.

Registration Rights

              The Investor Rights Agreement grants the parties thereto certain registration rights in respect of the "registrable securities" held by them, which securities include (1) the shares of our common stock issued upon the conversion of shares of our convertible preferred stock, (2) the shares of our common stock issued to Medtronic pursuant to the Investment Agreement, and (3) any shares of our common stock issued as a dividend or other distribution with respect to the shares described in the foregoing clauses (1) and (2). The registration of shares of our common stock pursuant to the exercise of these registration rights would enable the holders thereof to sell such shares without restriction under the Securities Act when the applicable registration statement is declared effective. Under the Investor Rights Agreement, we will pay all expenses relating to such registrations, including the reasonable fees of one special counsel for the participating holders, and the holders will pay all underwriting discounts and commissions relating to the sale of their shares. The Investor Rights Agreement also includes customary indemnification and procedural terms.

              Holders of 80,543,081 shares of our common stock (including shares issuable upon the conversion of our convertible preferred stock) are entitled to such registration rights pursuant the Investor Rights Agreement. These registration rights will expire on the earlier of (1) the date that is three years after the closing of this offering or (2) with respect to each stockholder following the closing of this offering, at such time as such stockholder can sell all of its registrable securities pursuant to Rule 144 of the Securities Act during any three month period.

154


Table of Contents

Demand Registration Rights

              At any time beginning six months after the closing of this offering, the holders of not less than 30% of the registrable securities then outstanding may, on not more than two occasions, request that we prepare, file and maintain a registration statement on Form S-1 to register at least 20% of their registrable securities, or any lesser percentage of their registrable securities if the aggregate offering price, net of underwriting discounts and commissions, would exceed $10 million. Once we are eligible to use a registration statement on Form S-3, the stockholders party to the Investor Rights Agreement may, on not more than two occasions in any 12-month period, request that we prepare, file and maintain a registration statement on Form S-3 covering the sale of their registrable securities, but only if the anticipated offering price, net of underwriting discounts and commissions, would exceed $1 million.

Piggyback Registration Rights

              In the event that we propose to register any of our securities under the Securities Act, either for our own account or for the account of other security holders, the stockholders party to the Investor Rights Agreement will be entitled to certain "piggyback" registration rights allowing them to include their registrable securities in such registration, subject to certain marketing and other limitations. As a result, whenever we propose to file a registration statement under the Securities Act other than with respect to a demand registration or a registration statement on Form S-4 or S-8, these holders will be entitled to notice of the registration and will have the right to include their registrable securities in the registration subject to certain limitations.

Anti-Takeover Provisions

Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

              Because our stockholders do not have cumulative voting rights, our stockholders holding a majority of the voting power of our shares of common stock outstanding will be able to elect all of our directors. Our amended and restated certificate of incorporation and amended and restated bylaws, which will be in effect upon the closing of this offering, will provide that all stockholder actions must be effected at a duly called meeting of stockholders and not by consent in writing. A special meeting of stockholders may be called only by a majority of our board of directors, the chair of our board of directors, or our chief executive officer.

              Our amended and restated certificate of incorporation will further provide that, immediately after this offering, the affirmative vote of holders of at least sixty-six and two-thirds percent (662/3%) of the voting power of all of the then outstanding shares of voting stock, voting as a single class, will be required to amend certain provisions of our certificate of incorporation, including provisions relating to the size of the board, removal of directors, special meetings, actions by written consent and cumulative voting. The affirmative vote of holders of at least sixty-six and two-thirds percent (662/3%) of the voting power of all of the then outstanding shares of voting stock, voting as a single class, will be required to amend or repeal our bylaws, although our bylaws may be amended by a simple majority vote of our board of directors.

              Our amended and restated certificate of incorporation will further provide that our board of directors is divided into three classes, Class I, Class II and Class III, with each class serving staggered terms, and will give our board of directors the exclusive right to expand the size of our board of directors and to elect directors to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director.

              Finally, our amended and restated certificate of incorporation will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of

155


Table of Contents

Delaware will be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of us; (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees or agents to us or our stockholders; (iii) any action asserting a claim against us arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or amended and restated bylaws; or (iv) any action asserting a claim against us governed by the internal affairs doctrine. The enforceability of similar choice of forum provisions in other companies' certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any action, a court could find the choice of forum provisions contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in such action.

              The foregoing provisions will make it more difficult for our existing stockholders to replace our board of directors as well as for another party to obtain control of us by replacing our board of directors. Since our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change the control of our company.

              These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage certain types of transactions that may involve an actual or threatened acquisition of our company. These provisions are also designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage certain tactics that may be used in proxy fights. However, these provisions could have the effect of discouraging others from making tender offers for our shares and may have the effect of deterring hostile takeovers or delaying changes in control of our company or our management. As a consequence, these provisions also may inhibit fluctuations in the market price of our common stock that could result from actual or rumored takeover attempts.

Section 203 of the Delaware General Corporation Law

              We are subject to Section 203 of the DGCL, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:

    before such date, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

    upon closing of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (1) persons who are directors and also officers and (2) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

    on or after such date, the business combination is approved by our board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 662/3% of the outstanding voting stock that is not owned by the interested stockholder.

              In general, Section 203 defines business combination to include the following:

    any merger or consolidation involving the corporation and the interested stockholder;

156


Table of Contents

    any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

    subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

    any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or

    the receipt by the interested stockholder of the benefit of any loss, advances, guarantees, pledges or other financial benefits by or through the corporation.

              In general, Section 203 defines an "interested stockholder" as an entity or person who, together with the person's affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.

Limitations on Liability and Indemnification Matters

              Our amended and restated bylaws, which will become effective immediately prior to the closing of this offering, will provide that we will indemnify each of our directors and executive officers to the fullest extent permitted by the DGCL. Prior to the consummation of this offering, we intend to enter into indemnification agreements with each of our directors and executive officers that may, in some cases, be broader than the specific indemnification provisions contained under Delaware law. Further, we agreed to indemnify each of our directors and executive officers against certain liabilities, costs and expenses, and we have purchased a policy of directors' and officers' liability insurance that insures our directors and executive officers against the cost of defense, settlement or payment of a judgment under certain circumstances. In addition, as permitted by Delaware law, our amended and restated certificate of incorporation will include provisions that eliminate the personal liability of our directors for monetary damages resulting from breaches of certain fiduciary duties as a director. The effect of this provision is to restrict our rights and the rights of our stockholders in derivative suits to recover monetary damages against a director for breach of fiduciary duties as a director.

              These provisions may be held not to be enforceable for violations of the federal securities laws of the United States.

Listing

              We have applied to list our common stock on the New York Stock Exchange under the symbol "INSP."

Transfer Agent and Registrar

              The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC.

157


Table of Contents


SHARES ELIGIBLE FOR FUTURE SALE

              Immediately prior to this offering, there was no public market for our common stock, and no predictions can be made about the effect, if any, that market sales of our common stock or the availability of such shares for sale will have on the market price prevailing from time to time. Nevertheless, future sales of our common stock in the public market, or the perception that such sales may occur, could adversely affect the market price of our common stock and could impair our ability to raise capital through future sales of our securities. See "Risk Factors—Risks Related to Our Common Stock and this Offering—A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well." Furthermore, although we have applied to have our common stock listed on the NYSE, we cannot assure you that there will be an active public trading market for our common stock.

              Upon the closing of this offering, based on the number of shares of our common stock outstanding as of December 31, 2017 and after giving effect to the automatic conversion of all outstanding shares of our convertible preferred stock into 80,543,081 shares of our common stock immediately prior to the closing of this offering, we will have an aggregate of                 shares of our common stock outstanding (or                shares of our common stock if the underwriters exercise in full their option to purchase additional shares). Of these shares of our common stock, all of the                shares sold in this offering (or                shares if the underwriters exercise in full their option to purchase additional shares) will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by our "affiliates," as that term is defined in Rule 144 under the Securities Act, whose sales would be subject to the Rule 144 resale restrictions described below, other than the holding period requirement.

              The remaining                shares of our common stock will be "restricted securities," as that term is defined in Rule 144 under the Securities Act. These restricted securities are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rules 144 or 701 under the Securities Act, which are summarized below. We expect that substantially all of these shares will be subject to the 180-day lock-up period under the lock-up agreements described below. Upon expiration of the lock-up period, we estimate that approximately                shares of our common stock will be available for sale in the public market, subject in some cases to applicable volume limitations under Rule 144.

Lock-Up Agreements

              We and each of our directors and executive officers and holders of substantially all of our outstanding capital stock, who will collectively own                shares of our common stock upon the closing of this offering (based on our shares outstanding as of December 31, 2017 and after giving effect to the automatic conversion of all outstanding shares of our convertible preferred stock into shares of our common stock immediately prior to the closing of this offering), have agreed not to sell or transfer any common stock or securities convertible into, exchangeable for, exercisable for, or repayable with common stock, for 180 days after the date of this prospectus without first obtaining the written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman Sachs & Co. LLC.

              Upon the expiration of the lock-up period, substantially all of the shares subject to such lock-up restrictions will become eligible for sale, subject to the limitations discussed above. For a further description of these lock-up agreements, please see "Underwriting."

158


Table of Contents

Rule 144

Affiliate Resales of Restricted Securities

              In general, beginning 90 days after the effective date of the registration statement of which this prospectus is a part, a person who is an affiliate of ours, or who was an affiliate at any time during the 90 days before a sale, who has beneficially owned shares of our common stock for at least six months would be entitled to sell in "broker's transactions" or certain "riskless principal transactions" or to market makers, a number of shares within any three-month period that does not exceed the greater of:

    1% of the number of shares of our common stock then outstanding, which will equal approximately            shares of our common stock immediately after this offering; or

    the average weekly trading volume in shares of our common stock on the NYSE during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

              Affiliate resales under Rule 144 are also subject to the availability of current public information about us. In addition, if the number of shares being sold under Rule 144 by an affiliate during any three-month period exceeds 5,000 shares or has an aggregate sale price in excess of $50,000, the seller must file a notice on Form 144 with the Securities and Exchange Commission and the NYSE concurrently with either the placing of a sale order with the broker or the execution directly with a market maker.

Non-Affiliate Resales of Restricted Securities

              In general, beginning 90 days after the effective date of the registration statement of which this prospectus is a part, a person who is not an affiliate of ours at the time of sale, and has not been an affiliate at any time during the three months preceding a sale, and who has beneficially owned shares of our common stock for at least six months but less than a year, is entitled to sell such shares subject only to the availability of current public information about us. If such person has held our shares for at least one year, such person can resell under Rule 144(b)(1) without regard to any Rule 144 restrictions, including the 90-day public company requirement and the current public information requirement.

              Non-affiliate resales are not subject to the manner of sale, volume limitation or notice filing provisions of Rule 144.

Rule 701

              In general, under Rule 701, any of an issuer's employees, directors, officers, consultants or advisors who purchases shares from the issuer in connection with a compensatory stock or option plan or other written agreement before the effective date of a registration statement under the Securities Act is entitled to sell such shares 90 days after such effective date in reliance on Rule 144. An affiliate of the issuer can resell shares in reliance on Rule 144 without having to comply with the holding period requirement, and non-affiliates of the issuer can resell shares in reliance on Rule 144 without having to comply with the current public information and holding period requirements.

              The Securities and Exchange Commission has indicated that Rule 701 will apply to typical options granted by an issuer before it becomes subject to the reporting requirements of the Exchange Act, along with the shares acquired upon exercise of such options, including exercises after an issuer becomes subject to the reporting requirements of the Exchange Act.

Equity Plans

              We intend to file one or more registration statements on Form S-8 under the Securities Act to register all shares of our common stock subject to outstanding options and shares of our common stock issued or issuable under our incentive plans. We expect to file the registration statement covering

159


Table of Contents

shares offered pursuant to our incentive plans shortly after the date of this prospectus, permitting the resale of such shares by nonaffiliates in the public market without restriction under the Securities Act and the sale by affiliates in the public market, subject to compliance with the resale provisions of Rule 144.

Registration Rights

              Upon the closing of this offering, the holders of 80,543,081 shares of our common stock (including shares of our common stock issuable upon the conversion of all outstanding shares of our convertible preferred stock immediately prior to the closing of this offering) or their transferees will be entitled to various rights with respect to the registration of these shares under the Securities Act. Registration of these shares under the Securities Act would result in these shares becoming fully tradable without restriction under the Securities Act immediately upon the effectiveness of the registration, except for shares purchased by affiliates. See "Description of Capital Stock—Registration Rights" for additional information. Shares covered by a registration statement will be eligible for sale in the public market upon the expiration or release from the terms of the lock-up agreement.

160


Table of Contents


MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS

              The following discussion is a summary of the material U.S. federal income tax consequences to Non-U.S. Holders (as defined below) of the purchase, ownership and disposition of our common stock issued pursuant to this offering, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended, or the Code, Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service, or the IRS, in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a Non-U.S. Holder of our common stock. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the purchase, ownership and disposition of our common stock.

              This discussion is limited to Non-U.S. Holders that hold our common stock as a "capital asset" within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a Non-U.S. Holder's particular circumstances, including the impact of the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to Non-U.S. Holders subject to special rules, including, without limitation:

    U.S. expatriates and former citizens or long-term residents of the United States;

    persons subject to the alternative minimum tax;

    persons holding our common stock as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

    banks, insurance companies, and other financial institutions;

    brokers, dealers or traders in securities;

    "controlled foreign corporations," "passive foreign investment companies," and corporations that accumulate earnings to avoid U.S. federal income tax;

    partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);

    tax-exempt organizations or governmental organizations;

    persons deemed to sell our common stock under the constructive sale provisions of the Code;

    persons who hold or receive our common stock pursuant to the exercise of any employee stock option or otherwise as compensation;

    tax-qualified retirement plans; and

    "qualified foreign pension funds" as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds.

              If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds our common stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding our common stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

161


Table of Contents

              THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Definition of a Non-U.S. Holder

              For purposes of this discussion, a "Non-U.S. Holder" is any beneficial owner of our common stock that is neither a "U.S. person" nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes. A U.S. person is any person that, for U.S. federal income tax purposes, is or is treated as any of the following:

    an individual who is a citizen or resident of the United States;

    a corporation created or organized under the laws of the United States, any state thereof, or the District of Columbia;

    an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

    a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more "United States persons" (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

Distributions

              As described in the section entitled "Dividend Policy," we do not anticipate declaring or paying dividends to holders of our common stock in the foreseeable future. However, if we do make distributions of cash or property on our common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and first be applied against and reduce a Non-U.S. Holder's adjusted tax basis in its common stock, but not below zero. Any excess will be treated as capital gain and will be treated as described below under "—Sale or Other Taxable Disposition."

              Subject to the discussion below on effectively connected income, dividends paid to a Non-U.S. Holder of our common stock will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided the Non-U.S. Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

              If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such dividends are attributable), the Non-U.S. Holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the Non-U.S. Holder must furnish to the applicable

162


Table of Contents

withholding agent a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States.

              Any such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected dividends, as adjusted for certain items. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

Sale or Other Taxable Disposition

              A Non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other taxable disposition of our common stock unless:

    the gain is effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such gain is attributable);

    the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or

    our common stock constitutes a U.S. real property interest, or USRPI, by reason of our status as a U.S. real property holding corporation, or USRPHC, for U.S. federal income tax purposes.

              Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

              Gain described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

              With respect to the third bullet point above, we believe we currently are not, and do not anticipate becoming, a USRPHC. Because the determination of whether we are a USRPHC depends, however, on the fair market value of our USRPIs relative to the fair market value of our non-U.S. real property interests and our other business assets, there can be no assurance we currently are not a USRPHC or will not become one in the future. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition by a Non-U.S. Holder of our common stock will not be subject to U.S. federal income tax if our common stock is "regularly traded," as defined by applicable Treasury Regulations, on an established securities market, and such Non-U.S. Holder owned, actually and constructively, 5% or less of our common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder's holding period.

Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

163


Table of Contents

Information Reporting and Backup Withholding

              Payments of dividends on our common stock will not be subject to backup withholding, provided the applicable withholding agent does not have actual knowledge or reason to know the holder is a United States person and the holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any dividends on our common stock paid to the Non-U.S. Holder, regardless of whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of our common stock within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting, if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such holder is a United States person, or the holder otherwise establishes an exemption. Proceeds of a disposition of our common stock conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting.

              Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.

              Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder's U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Additional Withholding Tax on Payments Made to Foreign Accounts

              Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or FATCA) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on, or gross proceeds from the sale or other disposition of, our common stock paid to a "foreign financial institution" or a "non-financial foreign entity" (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any "substantial United States owners" (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain "specified United States persons" or "United States-owned foreign entities" (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

              Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on our common stock, and will apply to payments of gross proceeds from the sale or other disposition of such stock on or after January 1, 2019.

              Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our common stock.

164


Table of Contents


UNDERWRITING

              Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman Sachs & Co. LLC are acting as representatives of each of the underwriters named below. Subject to the terms and conditions set forth in an underwriting agreement among us and the underwriters, we have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from us, the number of shares of common stock set forth opposite its name below.

                      Underwriter
  Number
of Shares
 

Merrill Lynch, Pierce, Fenner & Smith
                  Incorporated

       

Goldman Sachs & Co. LLC

       

Guggenheim Securities, LLC

       

Stifel, Nicolaus & Company, Incorporated

       

Wells Fargo Securities, LLC

       

Total

       

              Subject to the terms and conditions set forth in the underwriting agreement, the underwriters have agreed, severally and not jointly, to purchase all of the shares sold under the underwriting agreement if any of these shares are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the nondefaulting underwriters may be increased or the underwriting agreement may be terminated.

              We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

              The underwriters are offering the shares, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the shares, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officer's certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Commissions and Discounts

              The representatives have advised us that the underwriters propose initially to offer the shares to the public at the public offering price set forth on the cover page of this prospectus and to dealers at that price less a concession not in excess of $            per share. After the initial offering, the public offering price, concession or any other term of the offering may be changed.

              The following table shows the public offering price, underwriting discount and proceeds before expenses to us. The information assumes either no exercise or full exercise by the underwriters of their option to purchase additional shares.

 
  Per Share   Without Option   With Option  

Public offering price

  $                $                $               

Underwriting discount

  $                $                $               

Proceeds, before expenses, to us

  $                $                $               

              The expenses of the offering, not including the underwriting discount, are estimated at $            and are payable by us. We have also agreed to reimburse the underwriters for their expenses relating to clearance of this offering with the Financial Industry Regulatory Authority in an amount up to $            .

165


Table of Contents

Option to Purchase Additional Shares

              We have granted an option to the underwriters, exercisable for 30 days after the date of this prospectus, to purchase up to             additional shares at the public offering price, less the underwriting discount. If the underwriters exercise this option, each will be obligated, subject to conditions contained in the underwriting agreement, to purchase a number of additional shares proportionate to that underwriter's initial amount reflected in the above table.

Reserved Shares

              At our request, the underwriters have reserved for sale, at the initial public offering price, up to        % of the shares offered by this prospectus for sale to some of our directors, officers, employees, dealers, business associates and related persons. If these persons purchase reserved shares, this will reduce the number of shares available for sale to the general public. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares offered by this prospectus. We have agreed to reimburse the underwriters for certain fees and expenses in connection with this reserved shares program, including the fees and disbursements of counsel to the underwriters, up to an amount not to exceed $20,000.

No Sales of Similar Securities

              We, our executive officers and directors and substantially all of our other existing security holders have agreed not to sell or transfer any common stock or securities convertible into, exchangeable for, exercisable for, or repayable with common stock, for 180 days after the date of this prospectus without first obtaining the written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman Sachs & Co. LLC. Specifically, we and these other persons have agreed, with certain limited exceptions, not to directly or indirectly

    offer, pledge, sell or contract to sell any common stock,

    sell any option or contract to purchase any common stock,

    purchase any option or contract to sell any common stock,

    grant any option, right or warrant for the sale of any common stock,

    lend or otherwise dispose of or transfer any common stock,

    request or demand that we file a registration statement or make a confidential submission related to the common stock, or

    enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of any common stock whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise.

              This lock-up provision applies to common stock and to securities convertible into or exchangeable or exercisable for or repayable with common stock. It also applies to common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition.

              Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman Sachs & Co. LLC, in their sole discretion, may release the common stock and other securities subject to the lock-up agreements described above in whole or in part at any time with or without notice. In addition, in the event that any stockholder holding in excess of 5% of our outstanding shares, or a Major Holder, is granted an early release from the lock-up restrictions with respect to our securities in an aggregate amount in excess of 1% of our issued and outstanding shares (whether in one or multiple releases), then each other Major Holder automatically will be granted an equivalent early release from its obligations under

166


Table of Contents

the lock-up agreement on a pro-rata basis. Such release shall not be applicable in the event of an underwritten primary or secondary public offering or sale of our common stock during the period ending 180 days after the date of this prospectus.

New York Stock Exchange Listing

              We expect the shares to be approved for listing on the New York Stock Exchange under the symbol "INSP." In order to meet the requirements for listing on that exchange, the underwriters have undertaken to sell a minimum number of shares to a minimum number of beneficial owners as required by that exchange.

              Before this offering, there has been no public market for our common stock. The initial public offering price will be determined through negotiations between us and the representatives. In addition to prevailing market conditions, the factors to be considered in determining the initial public offering price are:

    the valuation multiples of publicly traded companies that the representatives believe to be comparable to us,

    our financial information,

    the history of, and the prospects for, our company and the industry in which we compete,

    an assessment of our management, its past and present operations, and the prospects for, and timing of, our future revenues,

    the present state of our development, and

    the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours.

              An active trading market for the shares may not develop. It is also possible that after the offering the shares will not trade in the public market at or above the initial public offering price.

              The underwriters do not expect to sell more than 5% of the shares in the aggregate to accounts over which they exercise discretionary authority.

Price Stabilization, Short Positions and Penalty Bids

              Until the distribution of the shares is completed, SEC rules may limit underwriters and selling group members from bidding for and purchasing our common stock. However, the representatives may engage in transactions that stabilize the price of the common stock, such as bids or purchases to peg, fix or maintain that price.

              In connection with the offering, the underwriters may purchase and sell our common stock in the open market. These transactions may include short sales, purchases on the open market to cover positions created by short sales and stabilizing transactions. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. "Covered" short sales are sales made in an amount not greater than the underwriters' option to purchase additional shares described above. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the option granted to them. "Naked" short sales are sales in excess of such option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our common stock in

167


Table of Contents

the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of shares of common stock made by the underwriters in the open market prior to the completion of the offering.

              The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

              Similar to other purchase transactions, the underwriters' purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. The underwriters may conduct these transactions on the New York Stock Exchange, in the over-the-counter market or otherwise.

              Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock. In addition, neither we nor any of the underwriters make any representation that the representatives will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Electronic Distribution

              In connection with the offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail.

Other Relationships

              The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

              In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Notice to Prospective Investors in the European Economic Area

              In relation to each member state of the European Economic Area, no offer of ordinary shares which are the subject of the offering has been, or will be made to the public in that Member State, other than under the following exemptions under the Prospectus Directive:

    (a)
    to any legal entity which is a qualified investor as defined in the Prospectus Directive;

168


Table of Contents

    (b)
    to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the Representatives for any such offer; or

    (c)
    in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of ordinary shares referred to in (a) to (c) above shall result in a requirement for the Company or any Representative to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

              Each person located in a Member State to whom any offer of ordinary shares is made or who receives any communication in respect of an offer of ordinary shares, or who initially acquires any ordinary shares will be deemed to have represented, warranted, acknowledged and agreed to and with each Representative and the Company that (1) it is a "qualified investor" within the meaning of the law in that Member State implementing Article 2(1)(e) of the Prospectus Directive; and (2) in the case of any ordinary shares acquired by it as a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, the ordinary shares acquired by it in the offer have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of the Representatives has been given to the offer or resale; or where ordinary shares have been acquired by it on behalf of persons in any Member State other than qualified investors, the offer of those ordinary shares to it is not treated under the Prospectus Directive as having been made to such persons.

              The Company, the Representatives and their respective affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgments and agreements.

              This prospectus has been prepared on the basis that any offer of shares in any Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of shares. Accordingly any person making or intending to make an offer in that Member State of shares which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for the Company or any of the Representatives to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the Company nor the Representatives have authorized, nor do they authorize, the making of any offer of shares in circumstances in which an obligation arises for the Company or the Representatives to publish a prospectus for such offer.

              For the purposes of this provision, the expression an "offer of ordinary shares to the public" in relation to any ordinary shares in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the ordinary shares to be offered so as to enable an investor to decide to purchase or subscribe the ordinary shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression "Prospectus Directive" means Directive 2003/71/EC (as amended) and includes any relevant implementing measure in each Member State.

              The above selling restriction is in addition to any other selling restrictions set out below.

Notice to Prospective Investors in the United Kingdom

              In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are "qualified investors" (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or the Order, and/or (ii) who are high net worth companies (or

169


Table of Contents

persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This document must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which this document relates is only available to, and will be engaged in with, relevant persons.

Notice to Prospective Investors in Switzerland

              The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

              Neither this document nor any other offering or marketing material relating to the offering, the Company, the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or CISA. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

Notice to Prospective Investors in the Dubai International Financial Centre

              This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority, or DFSA. This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

Notice to Prospective Investors in Australia

              No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission, or ASIC, in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001, or the Corporations Act, and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

              Any offer in Australia of the shares may only be made to persons, or Exempt Investors, who are "sophisticated investors" (within the meaning of section 708(8) of the Corporations Act), "professional investors" (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

              The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in

170


Table of Contents

circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

              This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Notice to Prospective Investors in Hong Kong

              The shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Notice to Prospective Investors in Japan

              The shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, "Japanese Person" shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

Notice to Prospective Investors in Singapore

              This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

171


Table of Contents

              Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

    (a)
    a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

    (b)
    a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

    (a)
    to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

    (b)
    where no consideration is or will be given for the transfer;

    (c)
    where the transfer is by operation of law;

    (d)
    as specified in Section 276(7) of the SFA; or

    (e)
    as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

Notice to Prospective Investors in Canada

              The shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

              Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

              Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

172


Table of Contents


LEGAL MATTERS

              The validity of the shares of our common stock offered hereby will be passed upon for us by Latham & Watkins LLP. Certain legal matters will be passed upon for the underwriters by Shearman & Sterling LLP, New York, New York.


EXPERTS

              Our financial statements as of December 31, 2016 and 2017, and for the years ended December 31, 2015, 2016 and 2017, appearing in this prospectus and the registration statement of which it forms a part have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance on such report given on the authority of such firm as experts in accounting and auditing.


WHERE YOU CAN FIND MORE INFORMATION

              We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of common stock offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information about us and the shares of common stock offered hereby, we refer you to the registration statement and the exhibits and schedules filed thereto. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. You may read and copy the registration statement, the related exhibits and other material we file with the SEC at the SEC's Public Reference Room, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can also request copies of those documents, upon Payment of a duplicating fee, by writing to the SEC. You may obtain information on the operation of the public reference rooms by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about registrants, like us, that file electronically with the SEC. The address of that site is www.sec.gov.

              Upon the effectiveness of the registration statement, we will be subject to the informational requirements of the Exchange Act, and, in accordance with the Exchange Act, will file reports, proxy and information statements and other information with the SEC. Such annual, quarterly and special reports, proxy and information statements and other information can be inspected and copied at the locations set forth above. We intend to make this information available on the investor relations section of our website, which is located at www.inspiresleep.com. Information on, or accessible through, our website is not part of this prospectus.

173


Table of Contents


INSPIRE MEDICAL SYSTEMS, INC.
INDEX TO FINANCIAL STATEMENTS

As of December 31, 2016 and 2017 and
for the Years Ended December 31, 2015, 2016 and 2017

F-1


Table of Contents


Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors
Inspire Medical Systems, Inc.

Opinion on the Financial Statements

              We have audited the accompanying balance sheets of Inspire Medical Systems, Inc. (the Company) as of December 31, 2016 and 2017, the related statements of operations and comprehensive loss, stockholders' (deficit) equity and cash flows for each of the three years in the period ended December 31, 2017, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2016 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

              These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

              We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

              Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We have served as the Company's auditor since 2015.
Minneapolis, Minnesota
February 14, 2018

F-2


Table of Contents


INSPIRE MEDICAL SYSTEMS, INC.

BALANCE SHEETS

(in thousands, except share amounts)

 
  December 31    
 
 
  December 31, 2017
Pro Forma
 
 
  2016   2017  
 
   
   
  (unaudited)
 

Assets

                   

Current assets:

                   

Cash and cash equivalents

  $ 6,685   $ 8,955   $ 8,955  

Short-term investments

        7,188     7,188  

Accounts receivable, net of allowances of $44 and $47, respectively

    2,091     3,858     3,858  

Inventories

    3,355     3,670     3,670  

Prepaid expenses and other assets

    118     426     426  

Total current assets

    12,249     24,097     24,097  

Property and equipment, cost

   
1,548
   
1,804
   
1,804
 

Less: accumulated depreciation

    (681 )   (810 )   (810 )

Property and equipment, net

    867     994     994  

Total assets

  $ 13,116   $ 25,091   $ 25,091  

Liabilities and stockholders' (deficit) equity

                   

Current liabilities:

                   

Accounts payable

  $ 1,173   $ 2,998   $ 2,998  

Accrued expenses

    2,704     4,032     4,032  

Accrued interest

    103     117     117  

Current portion of notes payable

    3,310          

Total current liabilities

    7,290     7,147     7,147  

Notes payable

   
12,381
   
16,460
   
16,460
 

Preferred stock warrants

    53     157      

Total long-term liabilities

    12,434     16,617     16,460  

Stockholders' (deficit) equity

   
 
   
 
   
 
 

Preferred Stock, $0.001 par value per share, 58,354,472 and 76,894,620 shares authorized at December 31, 2016 and 2017, respectively and 57,986,873 and 76,235,050 shares issued and outstanding at December 31, 2016 and 2017, respectively;            shares authorized, no shares issued, or outstanding, pro forma

    94,138     119,106      

Common Stock, $0.001 par value per share; 85,000,000 and 110,000,000 shares authorized at December 31, 2016 and 2017, respectively; 7,616,191 and 8,461,701 issued and outstanding at December 31, 2016 and 2017, respectively;            shares authorized, and 89,004,782 issued and outstanding, pro forma

    8     9     89  

Additional paid in capital

    6,820     7,297     126,480  

Accumulated other comprehensive loss

             

Accumulated deficit

    (107,574 )   (125,085 )   (125,085 )

Total stockholders' (deficit) equity

    (6,608 )   1,327     1,484  

Total liabilities and stockholders' (deficit) equity

  $ 13,116   $ 25,091   $ 25,091  

   

The accompanying notes are an integral part of these financial statements.

F-3


Table of Contents


INSPIRE MEDICAL SYSTEMS, INC.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share amounts)

 
  Year Ended December 31  
 
  2015   2016   2017  

Revenue

  $ 8,012   $ 16,427   $ 28,567  

Cost of goods sold

    2,809     3,905     6,018  

Gross profit

    5,203     12,522     22,549  

Operating expenses:

   
 
   
 
   
 
 

Selling and marketing

    15,291     20,019     28,552  

Research and development

    7,079     7,091     6,194  

General and administrative

    2,631     2,665     3,806  

Total operating expenses

    25,001     29,775     38,552  

Operating loss

    (19,798 )   (17,253 )   (16,003 )

Other expense (income):

   
 
   
 
   
 
 

Interest income

    (66 )   (57 )   (203 )

Interest expense

    1,564     1,303     1,753  

Other expense (income), net

    41     29     (42 )

Loss before income taxes

    (21,337 )   (18,528 )   (17,511 )

Income taxes

             

Net loss

    (21,337 )   (18,528 )   (17,511 )

Other comprehensive loss:

   
 
   
 
   
 
 

Unrealized gains on short-term investments

    14          

Total comprehensive loss

  $ (21,323 ) $ (18,528 ) $ (17,511 )

Net loss per share, basic and diluted

  $ (3.12 ) $ (2.54 ) $ (2.24 )

Weighted average common shares used to compute net loss per share, basic and diluted

    6,835,699     7,288,489     7,824,723  

Pro forma net loss per share, basic and diluted (unaudited)

             
$

(0.20

)

Weighted average common shares used to compute pro forma net loss per share, basic and diluted (unaudited)

                85,718,069  

   

The accompanying notes are an integral part of these financial statements.

F-4


Table of Contents


INSPIRE MEDICAL SYSTEMS, INC.

STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY

(in thousands, except share amounts)

 
   
   
   
   
  Convertible
Preferred Stock
   
   
   
 
 
  Common Stock    
   
  Accumulated
Other
Comprehensive
Loss
   
  Total
Stockholders'
(Deficit)
Equity
 
 
  Additional
paid-in
capital
   
  Accumulated
Deficit
 
 
  Shares   Amount    
  Shares   Amount  
 
   
 

Balance at December 31, 2014

    6,747,353   $ 7   $ 6,037         48,603,909   $ 81,513   $ (14 ) $ (67,709 ) $ 19,834  

Stock options exercised

    143,349         42                         42  

Stock-based compensation expense

            305                         305  

Unrealized gains on investments

                            14         14  

Net loss

                                (21,337 )   (21,337 )

Balance at December 31, 2015

    6,890,702     7     6,384         48,603,909     81,513         (89,046 ) $ (1,142 )

Stock options exercised

    725,489     1     188                         189  

Exercise of Series C preferred stock warrants

                    258,880     277             277  

Sale of Series F convertible preferred stock, net issuance costs of $152                

                    9,124,084     12,348             12,348  

Stock-based compensation expense

            248                         248  

Net loss

                                (18,528 )   (18,528 )

Balance at December 31, 2016

    7,616,191     8     6,820         57,986,873     94,138         (107,574 ) $ (6,608 )

Stock options exercised

    845,510     1     234                         235  

Sale of Series F convertible preferred stock, net issuance costs of $32                

                    18,248,177     24,968             24,968  

Stock-based compensation expense

            243                         243  

Net loss

                                (17,511 )   (17,511 )

Balance at December 31, 2017

    8,461,701   $ 9   $ 7,297         76,235,050   $ 119,106   $   $ (125,085 ) $ 1,327  

   

The accompanying notes are an integral part of these financial statements.

F-5


Table of Contents


INSPIRE MEDICAL SYSTEMS, INC.

STATEMENTS OF CASH FLOWS

(in thousands)

 
  Year Ended December 31  
 
  2015   2016   2017  

Operating activities

                   

Net loss

  $ (21,337 ) $ (18,528 ) $ (17,511 )

Adjustments to reconcile net loss:

                   

Depreciation and amortization

    120     103     285  

Accretion of debt discount

    50     180     315  

Stock-based compensation expense

    305     248     243  

Change in the fair value of preferred stock warrants

    12     (195 )   100  

Changes in operating assets and liabilities:

                   

Accounts receivable

    (261 )   (760 )   (1,767 )

Inventories

    (1,514 )   612     (315 )

Prepaid expenses and other assets

    (118 )   88     (308 )

Accounts payable

    418     (480 )   1,825  

Accrued expenses

    71     783     1,342  

Net cash used in operating activities

    (22,254 )   (17,949 )   (15,791 )

Investing activities

   
 
   
 
   
 
 

Purchases of property and equipment

    (346 )   (306 )   (412 )

Purchases of short-term investments

            (8,969 )

Proceeds from sales or maturities of short-term investments

    23,910         1,781  

Net cash provided by (used in) investing activities

    23,564     (306 )   (7,600 )

Financing activities

   
 
   
 
   
 
 

Payments of notes payable

    (7,000 )        

Proceeds from issuance of notes payable

    9,500         458  

Proceeds from the exercise of stock options

    42     189     235  

Proceeds from the exercise of preferred stock warrants

        277      

Proceeds from sale of preferred stock

        12,348     24,968  

Net cash provided by financing activities

    2,542     12,814     25,661  

Increase (decrease) in cash and cash equivalents

    3,852     (5,441 )   2,270  

Cash and cash equivalents at beginning of year

    8,274     12,126     6,685  

Cash and cash equivalents at end of year

  $ 12,126   $ 6,685   $ 8,955  

Supplemental cash flow information

                   

Debt issuance costs

  $ 72   $   $  

Cash paid for interest

    1,192     1,232     1,323  

Issuance of preferred stock warrants

    33         4  

   

The accompanying notes are an integral part of these financial statements.

F-6


Table of Contents


INSPIRE MEDICAL SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

1. Organization

Description of Business

              Inspire Medical Systems, Inc. (the Company) is a medical technology company focused on the development and commercialization of innovative and minimally invasive solutions for patients with obstructive sleep apnea. The Company's proprietary Inspire system is the first and only FDA-approved neurostimulation technology that provides a safe and effective treatment for moderate to severe obstructive sleep apnea. The Company has developed a novel, closed-loop solution that continuously monitors a patient's breathing and delivers mild hypoglossal nerve stimulation to maintain an open airway. Inspire therapy received premarket approval, or PMA, from the U.S. Food and Drug Administration, or FDA, in April 2014 and has been commercially available in certain European markets since November 2011.

2. Summary of Significant Accounting Policies

Basis of Presentation

              The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP).

Use of Estimates

              The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts and disclosures reported in the financial statements. Management uses significant judgment when making estimates related to its allowance for doubtful accounts, inventory reserves and the valuations of its common stock, share-based awards, and certain of its outstanding preferred stock warrants. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

JOBS Act Accounting Election

              As an emerging growth company under the Jumpstart Our Business Startups Act, the Company is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. The Company has elected to take advantage of the extended transition period for adopting new or revised accounting standards that have different effective dates for public and private companies until such time as those standards apply to private companies.

Unaudited Pro Forma Balance Sheet

              The unaudited pro forma balance sheet as of December 31, 2017 reflects the automatic conversion of all outstanding shares of the Company's convertible preferred stock into an aggregate of 80,543,081 shares of common stock and the conversion of the preferred stock warrants to purchase 423,784 shares of common stock immediately prior to the completion of this offering.

F-7


Table of Contents


INSPIRE MEDICAL SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

Unaudited Pro Forma Net Loss Per Share

              Unaudited pro forma and diluted net loss per share has been computed to give effect to the conversion of all outstanding convertible preferred stock into an aggregate of 80,543,081, shares of common stock immediately prior to the completion of this offering.

Cash and Cash Equivalents

              The Company considers all highly liquid securities, readily convertible to cash, that mature within 90 days or less from the date of purchase to be cash equivalents. The carrying amount reported in the balance sheets for cash is cost, which approximates fair value.

Short-term Investments

              The Company had no short-term investments at December 31, 2016. At December 31, 2017, the Company's short-term investments consisted of commercial paper and corporate bonds which are classified as available-for-sale and had maturities less than one year. Short-term investments are reported at their estimated fair market value which approximates cost at December 31, 2017. Any with unrealized gains and losses are reported in accumulated other comprehensive loss.

Fair Value of Financial Instruments

              The Company measures certain financial assets and liabilities at fair value on a recurring basis, including cash equivalents and certain of its outstanding preferred stock warrants. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value:

      Level 1—Observable inputs, such as quoted prices (unadjusted) for identical assets or liabilities in active markets.

      Level 2—Other inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be derived from observable market data. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs, including interest rate curves, foreign exchange rates, and credit ratings.

      Level 3—Unobservable inputs that are supported by little or no market activities, which would require the Company to develop its own assumptions.

              The Company uses the methods and assumptions described below in determining the fair value of its financial instruments.

              Money market funds:    Fair values of money market funds are based on quoted market prices in active markets.

              Commercial paper:    Short-term, highly liquid investments are included as a Level 2 measurement in the tables below.

F-8


Table of Contents


INSPIRE MEDICAL SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

              Corporate bonds:    Consists of U.S. Government treasury bills, notes, and bonds with original maturities of less than one year and various yields. These are included as a Level 2 measurement in the tables below.

              The following tables sets forth by level within the fair value hierarchy the Company's assets and liabilities that are reported at fair value as of December 31, 2016 and 2017. As required by Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 820, Fair Value Measurement, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following tables summarize certain information for assets and liabilities measured at fair value on a recurring basis:

 
  Fair Value Measurements as of
December 31, 2016
 
 
  Estimated
Fair Value
  Level 1   Level 2   Level 3  

Assets

                         

Money market funds

  $ 5,084   $ 5,084   $   $  

Liabilities

                         

Preferred stock warrants

  $ 53   $   $   $ 53  

 

 
  Fair Value Measurements as of
December 31, 2017
 
 
  Estimated
Fair Value
  Level 1   Level 2   Level 3  

Assets

                         

Cash equivalents:

                         

Money market funds

  $ 6,446   $ 6,446   $   $  

Commercial paper

    1,099         1,099      

Total cash equivalents

    7,545     6,446     1,099      

Short-term investments:

                         

Commercial paper

  $ 5,384   $   $ 5,384      

Corporate bonds

    1,804         1,804      

Total short-term investments

    7,188         7,188      

Total assets

  $ 14,733   $ 6,446   $ 8,287   $  

Liabilities

                         

Preferred stock warrants

  $ 157   $   $   $ 157  

              There were no transfers in and out of Level 1 and Level 2 fair value measurements during the years ended December 31, 2016 and 2017.

              The recurring Level 3 fair value measurements of the Company's preferred stock warrant liabilities use the Black-Scholes option pricing model and value of the respective class of the Company's convertible preferred stock (see Note 7), which is unobservable. All other assumptions included in the model are observable Level 1 inputs.

F-9


Table of Contents


INSPIRE MEDICAL SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

              The following table provides a reconciliation of the beginning and ending balances of the Company's preferred stock warrant liabilities:

Balance as of December 31, 2014

  $ 203  

Initial fair value of preferred stock warrants issued

    33  

Change in fair value of preferred stock warrants

    12  

Balance as of December 31, 2015

    248  

Change in fair value of preferred stock warrants

    (195 )

Balance as of December 31, 2016

    53  

Initial fair value of preferred stock warrants issued

    4  

Change in fair value of preferred stock warrants

    100  

Balance as of December 31, 2017

  $ 157  

              Changes in the fair value of the preferred stock warrant liability are recorded in other expenses on the statements of operations and comprehensive loss.

Concentration of Credit Risk

              Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash equivalents and accounts receivable. The Company believes that the credit risk in its accounts receivable is mitigated by its credit evaluation process, relatively short collection terms, and dispersion of its customer base. The Company generally does not require collateral, and losses on accounts receivable have historically been within management's expectations.

              The Company's investment policy limits investments to certain types of debt securities issued by the U.S. government and its agencies, corporations with investment-grade credit ratings, or commercial paper and money market funds issued by the highest quality financial and non- financial companies. The Company places restrictions on maturities and concentration by type and issuer. The Company is exposed to credit risk in the event of a default by the issuers of these securities to the extent recorded on the balance sheets. However, as of December 31, 2016 and 2017, the Company has limited its credit risk associated with its cash equivalents by placing its investments with banks it believes are highly creditworthy.

Allowance for Doubtful Accounts

              The Company records an allowance for doubtful accounts for accounts receivable deemed uncollectible. The Company evaluates the collectability of its accounts receivable based on known collection risks and historical experience. In circumstances where the Company is aware of a specific customer's inability to meet its financial obligations to the Company (e.g., bankruptcy filings, substantial downgrading of credit ratings), the Company records a specific allowance for bad debts against amounts due to reduce the carrying amount of accounts receivable to the amount it reasonably believes will be collected.

Inventories

              Inventories are valued at the lower of cost or net realizable value, computed on a first-in, first out basis. The Company regularly reviews inventory quantities on-hand for excess and obsolete

F-10


Table of Contents


INSPIRE MEDICAL SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

inventory and, when circumstances indicate, incurs charges to write down inventories to their net realizable value. The Company's review of inventory for excess and obsolete quantities is based primarily on the estimated forecast of future product demand, product life cycles, including expiration of inventory prior to sale, and introduction of new products. The reserve for excess and obsolete inventory was $191 and $518 as of December 31, 2016 and 2017, respectively.

Property and Equipment

              Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is determined using the straight-line method over the estimated useful lives of the respective assets, generally three to seven years. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the term of the lease.

Impairment of Long-lived Assets

              Long-lived assets consist primarily of property and equipment and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require that an asset be tested for possible impairment, the Company compares the undiscounted cash flows expected to be generated by the asset to the carrying amount of the asset. If the carrying amount of the asset is not recoverable on an undiscounted cash flow basis, the Company determines the fair value of the asset and recognizes an impairment loss to the extent the carrying amount of the asset exceeds its fair value. The Company determines fair value using the income approach based on the present value of expected future cash flows or other appropriate measures of estimated fair value. The Company's cash flow assumptions consider historical and forecasted revenue and operating costs and other relevant factors. The Company did not record any impairment charges on long-lived assets during the years ended December 31, 2015, 2016 and 2017.

Revenue Recognition

              The Company recognizes revenue when persuasive evidence of an arrangement exists, product shipment has occurred, or there are no further obligations yet to be performed, pricing is fixed or determinable, and collection is reasonably assured. The Company makes reasonable assumptions regarding the future collectability of amounts receivable from customers to determine whether the revenue recognition criteria have been met. Taxes assessed by a governmental authority that are directly imposed on revenue-producing transactions between a seller and a customer are not recorded as revenue. In general, the Company's standard terms and conditions of sale do not allow for product returns. Sales returns have been limited to damaged product and have not been material. The Company expenses shipping and handling costs as incurred and includes them in the cost of goods sold. In those cases where shipping and handling costs are billed to customers, the Company classifies the amounts billed as a component of cost of goods sold.

F-11


Table of Contents


INSPIRE MEDICAL SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

Cost of Goods Sold

              Cost of goods sold consists primarily of manufacturing overhead costs, material costs, and direct labor. Overhead costs include the cost of material procurement, inventory control, facilities, equipment, and operations supervision and management. Cost of goods sold also includes depreciation expense for production equipment and certain direct costs such as shipping costs.

Research and Development

              Research and development expenses consist primarily of product development, clinical and regulatory affairs, consulting services, and other costs associated with products and technologies in development. These expenses include employee compensation, stock-based compensation, supplies, travel, and facility costs. Clinical expenses include clinical trial design, clinical site reimbursement, data management, travel expenses, and the cost of manufacturing products for clinical trials.

Common Stock Valuation and Stock-Based Compensation

              The Company maintains an equity incentive plan to provide long-term incentives for employees, consultants, and members of the board of directors. The plan allows for the issuance of non-statutory and incentive stock options to employees and non-statutory stock options to consultants and non-employee directors.

              The Company recognizes equity-based compensation expense for awards of equity instruments to employees and non-employees based on the grant date fair value of those awards in accordance with FASB ASC Topic 718, Stock Compensation (ASC 718). ASC 718 requires all equity-based compensation awards to employees and nonemployee directors, including grants of restricted shares and stock options, to be recognized as expense in the statements of operations and comprehensive loss based on their grant date fair values. The Company estimates the fair value of stock options using the Black-Scholes option pricing model. The Company uses the value of its common stock to determine the fair value of restricted shares.

              The Company accounts for restricted stock and common stock options issued to nonemployees under FASB ASC Topic 505-50, Equity-Based Payments to Non-Employees (ASC 505-50). As such, the value of such options is periodically remeasured and income or expense is recognized over their vesting terms. Compensation cost related to awards with service-based vesting schedules is recognized using the straight-line method. The Company determines the fair value of the restricted stock and common stock granted to nonemployees as either the fair value of the consideration received or the fair value of the equity instruments issued. The Company has not granted any share-based awards to its consultants.

              The Black-Scholes option pricing model requires the input of certain subjective assumptions, including (i) the expected share price volatility, (ii) the expected term of the award, (iii) the risk-free interest rate and (iv) the expected dividend yield. Due to the lack of a public market for the trading of the Company's common stock and a lack of company-specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. The historical volatility is calculated based on a period of time commensurate with the expected term assumption. The group of representative companies have characteristics similar to the Company, including stage of product development and focus on the life

F-12


Table of Contents


INSPIRE MEDICAL SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

science industry. The Company uses the simplified method, which is the average of the final vesting tranche date and the contractual term, to calculate the expected term for options granted to employees as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. For options granted to non-employees, the Company utilizes the contractual term of the arrangement as the basis for the expected term assumption. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected term of the stock options. The Company uses an assumed dividend yield of zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock.

              The Company expenses the fair value of its equity-based compensation awards granted to employees on a straight-line basis over the associated service period, which is generally the period in which the related services are received. The Company measures equity-based compensation awards granted to nonemployees at fair value as the awards vest and recognizes the resulting value as compensation expense at each financial reporting period. The Company accounts for award forfeitures as they occur.

Advertising Expenses

              The Company expenses the costs of advertising, including promotional expenses, as incurred. Advertising expenses were $2.2 million, $3.4 million and $5.5 million during the years ended December 31, 2015, 2016, and 2017, respectively.

Income Taxes

              The Company accounts for income taxes using the liability method. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates that will be in effect when the differences are expected to reverse. Valuation allowances against deferred tax assets are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. As the Company has historically incurred operating losses, the Company has recorded a full valuation allowance against its net deferred tax assets, and there is no provision for income taxes. The Company's policy is to record interest and penalties expense related to uncertain tax positions as other expense in the statements of operations and comprehensive loss.

Comprehensive Loss

              Comprehensive loss consists of net loss and changes in unrealized gains and losses on short-term investments classified as available-for-sale, if any. Accumulated other comprehensive loss is presented in the accompanying balance sheets as a component of stockholders' (deficit) equity.

Loss Per Share

              Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock and dilutive potential shares of common stock outstanding during the period. Because the Company has reported a net loss

F-13


Table of Contents


INSPIRE MEDICAL SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

for all periods presented, diluted net loss per share is the same as basic net loss per share for those periods as all potentially dilutive shares consisting of convertible preferred stock, stock options and warrants were antidilutive in those periods.

Recent Accounting Pronouncements

              In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue From Contracts With Customers (ASU 2014-09), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In doing so, companies will need to use more judgment and make more estimates than under current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price, and allocating the transaction price to each separate performance obligation. Under the original pronouncement, ASU 2014-09 would have been effective for the Company's annual reporting periods beginning January 1, 2018. In August 2015, the FASB issued ASU No. 2015-14, which formally defers the effective date of the new revenue standard by one year. As a result, the updated revenue guidance will be effective for the Company's annual reporting periods beginning January 1, 2019, and early adoption is permitted as of the original effective date contained within the original standard. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its financial statements and related disclosures.

              In July 2015, the FASB issued ASU 2015-11 Simplifying the Measurement of Inventory, which is intended to narrow down the alternative methods available for valuing inventory. The new guidance does not apply to inventory currently measured using the last-in-first-out or the retail inventory valuation methods. Under the new guidance, inventory valued using other methods, including the first-in-first-out method, must be valued at the lower of cost or net realizable value. This guidance is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016.. This guidance was effective January 1, 2017 and did not have a material impact on the Company's financial position, results of operations and cash flows.

              In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes (ASU 2015-17). ASU 2015-17 is intended to reduce complexity surrounding the presentation of deferred taxes within the balance sheet. Specifically, ASU 2015-17 requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as non-current on the balance sheet, effectively eliminating the requirement to allocate deferred taxes between current and non-current amounts. The new guidance does not permit companies to offset deferred tax liabilities from one jurisdiction against deferred tax assets of another jurisdiction. ASU 2015-17 will be effective for the Company's annual reporting periods beginning January 1, 2018, and can be applied on either a prospective or retrospective basis; early adoption is also permitted. The Company does not expect the ASU 2015-17 to significantly impact its financial statements and related disclosures.

              In February 2016, the FASB issued ASU No. 2016-02, Leases (ASU 2016-02). ASU 2016-02 will require entities that lease assets to recognize the rights and obligations associated with those leases on their balance sheets. The guidance will be effective for the Company's annual reporting period

F-14


Table of Contents


INSPIRE MEDICAL SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share amounts)

2. Summary of Significant Accounting Policies (Continued)

beginning January 1, 2020, with early adoption permitted. The Company is evaluating the impact this standard will have on its financial statements and related disclosures.

              In March 2016, the FASB issued No. 2016-09, Improvements to Employee Share-Based Payment Accounting (ASU 2016-09), which changes how companies will account for certain aspects of share-based payments to employees. As part of the new guidance, entities will be required to record the impact of income taxes arising from share-based compensation when awards vest or are settled within earnings as part of income tax expense rather than recorded as part of additional paid-in capital (APIC) and will eliminate the requirement that excess tax benefits be realized prior to recognition. Additionally, the guidance requires entities to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity. Additionally, companies will be required to make an accounting policy election at the time of adoption of the new guidance to either account for forfeitures of share-based awards in a manner similar to today's requirements (i.e., estimating the number of awards expected to be forfeited at the grant date and adjusting the estimate when awards are actually forfeited), or recognizing forfeitures as they occur with no estimate of forfeitures determined at the grant date. Companies will also be able to set a maximum statutory tax rate as it pertains to share-based awards it net settles on behalf of its employees. This will provide companies a greater ability to retain equity-award accounting treatment. Entities will apply the provisions of ASU 2016-09 using a modified retrospective transition approach, with a cumulative-effect adjustment booked to retained earnings as of the beginning of the period of adoption. The guidance will be effective for the Company's annual reporting periods beginning January 1, 2018, with early adoption permitted. The Company is evaluating the impact this standard will have on its financial statements and related disclosures.

              The Company has reviewed and considered all other recent accounting pronouncements and believes there are none that could potentially have a material impact on its business practices, financial condition, results of operations, or disclosures.

3. Composition of Certain Financial Statement Items

Inventories

              Inventory balances, net of reserves, consist of the following:

 
  December 31  
 
  2016   2017  

Raw materials

  $ 738   $ 1,323  

Finished goods

    2,617     2,347  

  $ 3,355   $ 3,670  

F-15


Table of Contents


INSPIRE MEDICAL SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share amounts)

3. Composition of Certain Financial Statement Items (Continued)

Property and Equipment

 
  December 31  
 
  2016   2017  

Computer equipment and software

  $ 75   $ 351  

Furniture and office equipment

    84     137  

Manufacturing equipment

    1,329     1,108  

Research and development equipment

    34     30  

Leasehold improvements

    26     178  

    1,548     1,804  

Less: accumulated depreciation and amortization

    (681 )   (810 )

  $ 867   $ 994  

              Depreciation and amortization expense was $120, $103 and $285 during the years ended December 31, 2015, 2016 and 2017, respectively.

Accrued Expenses

 
  December 31  
 
  2016   2017  

Payroll and commissions payable

  $ 1,861   $ 2,871  

Vacation

    564     723  

Other accrued expenses

    279     438  

  $ 2,704   $ 4,032  

4. Long-Term Debt

Credit Facility

              In August 2015, the Company entered into a loan and security agreement, which provided for a term A loan facility in the amount of $15.5 million, the proceeds of which were used to refinance the $12.0 million of borrowings outstanding under the Company's original credit facility, and a term B loan facility in an amount between $3.5 million and $10.0 million, subject to the Company's achievement of certain revenue milestones. Amounts outstanding under the credit facility bore interest at a fixed rate of 7.95% per annum. The Company had $15.5 million outstanding under the credit facility as of December 31, 2015.

              In February 2017, the Company amended the loan and security agreement. Under the loan and security agreement, as amended, and subject to the limitation noted below, amounts outstanding under the credit facility bear interest at a floating interest rate equal to the greater of 7.95% or LIBOR plus 6.9% per annum. Upon execution of the amendment, the Company borrowed an additional $1.0 million under the term A loan portion of the credit facility, receiving net proceeds of $0.5 million, net of expenses, for a total of $16.5 million outstanding under the credit facility and reduced borrowings available under the term B loan facility to $9.0 million. All amounts borrowed under the credit facility

F-16


Table of Contents


INSPIRE MEDICAL SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share amounts)

4. Long-Term Debt (Continued)

are interest-only through March 1, 2019, after which the Company will make monthly payments of principal and interest through February 2022; provided that the interest-only period will be extended to March 1, 2020 if the Company has revenue, measured on a trailing 12-month basis as of December 31, 2018, of at least $25.0 million. In connection with the execution of the amendment to the loan and security agreement, the Company issued 29,197 ten-year warrants to purchase Series F preferred shares of stock at an exercise price of $1.37 per share.

              In addition to the principal and interest payments, under the credit facility, the Company is required to pay a final payment fee of 5.0% on all amounts outstanding, which is being accreted using the effective interest rate method over the term of the loan and security agreement and shall be due at the earlier of maturity or prepayment. If the Company repays all the amounts borrowed under the term A loan facility on or prior to maturity, the Company will also be required to pay a prepayment fee equal to 2.5% if such borrowings are prepaid prior to February 24, 2018, 1.5% if such borrowings are prepaid on or after February 24, 2018 but prior to February 24, 2019, and 1.00% if such borrowings are prepaid on or after February 24, 2019. Borrowings under the term B loan facility are prepayable at the Company's option in whole, but not in part, together with all accrued and unpaid interest thereon and, if not previously made, the Final Payment, subject to a prepayment fee of 2.5% if the such borrowings are prepaid prior to February 7, 2019, 1.5% if such borrowings are prepaid on or after February 7, 2019 but prior to February 7, 2020 and 1.00% if such borrowings are on or after February 7, 2020.

              The credit facility includes affirmative and restrictive covenants and events of default, including the following events of default: payment defaults, breaches of covenants, judgment defaults, cross defaults to certain other contracts, certain events with respect to governmental approvals if such events could cause a material adverse change, a material impairment in the perfection or priority of the lender's security interest or in the value of the collateral, a material adverse change in the business, operations, or condition of the Company or any of its subsidiaries, and a material impairment of the prospect of repayment of the loans. Upon the occurrence of an event of default, a default increase in the interest rate of an additional 5.00% could be applied to the outstanding loan balance and the lender could declare all outstanding obligations immediately due and payable and take such other actions as set forth in the loan and security agreement.

              The Company's obligations under the credit facility are secured by a first priority security interest in substantially all of its assets, other than its intellectual property. There are no financial covenants contained in the loan and security agreement. The Company was in compliance with the affirmative and restrictive covenants as of December 31, 2016 and 2017.

              The Company paid debt issuance costs of $72 in connection with its entry into the loan and security agreement in August 2015. The costs are being amortized over the term of the loan using the effective interest rate method. The Company also issued preferred stock warrants in connection with its borrowings under its credit facilities (see Note 7).

F-17


Table of Contents


INSPIRE MEDICAL SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share amounts)

4. Long-Term Debt (Continued)

              Expected future principal payments for the credit facility are as follows:

Year ending December 31:

       

2018

  $  

2019

    4,583  

2020

    5,500  

2021

    5,500  

2022

    917  

  $ 16,500  

5. Commitments

Operating Lease

              The Company rents office space under an operating lease that expires on March 31, 2019. The lease allows the Company to terminate the lease any time after March 31, 2017 without a penalty.

              Future minimum annual operating lease payments are as follows:

Years ending December 31:

       

2018

  $ 190  

2019

    48  

Total

  $ 238  

              Rent expense was $123, $127 and $184 during the years ended December 31, 2015, 2016 and 2017, respectively.

Purchase Commitments

              As of December 31, 2016, and 2017, the Company had commitments to suppliers for inventory purchases totaling $6.1 million and $9.0 million, respectively, of which $0.6 million and $0.4 million, respectively, was committed to Medtronic, a related party.

6. Employee Retirement Plan

              The Company sponsors an employee retirement plan covering all full-time employees of the Company. The plan allows for eligible employees to defer a portion of their eligible compensation up to the maximum allowed by IRS Regulations. The Company may elect to make a voluntary contribution to the plan. The Company did not make contributions for the years ended December 31, 2015, 2016 and 2017.

F-18


Table of Contents


INSPIRE MEDICAL SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share amounts)

7. Stockholders' (Deficit) Equity

Authorized Shares

              The Company has authorized 186,894,620 shares of stock, of which 110,000,000 shares are designated as common stock and 76,894,620 shares are designated as Series A, B, C, D, E, and F preferred stock. All stock has a par value of $0.001.

Preferred Stock

              A summary of the Company's preferred stock as of December 31, 2016 and 2017, is as follows:

 
  2016  
Series
  Shares
Authorized
  Shares
Issued and
Outstanding
  Carrying
Value
 

A

    5,375,507     5,375,507   $ 5,037  

B

    8,706,909     8,706,909     15,913  

C

    14,091,589     13,829,906     14,949  

D

    5,683,292     5,683,292     6,043  

E

    15,373,091     15,267,175     39,848  

F

    9,124,084     9,124,084     12,348  

    58,354,472     57,986,873   $ 94,138  

 

 
  2017  
Series
  Shares
Authorized
  Shares
Issued and
Outstanding
  Carrying
Value
 

A

    5,375,507     5,375,507   $ 5,037  

B

    8,706,909     8,706,909     15,913  

C

    14,091,589     13,829,906     14,949  

D

    5,683,292     5,683,292     6,043  

E

    15,373,091     15,267,175     39,848  

F

    27,664,232     27,372,261     37,316  

    76,894,620     76,235,050   $ 119,106  

              A summary of the Company's convertible preferred stock terms is as follows:

Series
  Liquidation
Preference
Per Share
  8%
Dividend
Per Share
  Conversion Price
Per Share
 

A

  $ 1.00   $ 0.08   $ 1.00  

B

    1.84     0.12     1.49  

C

    1.07     0.09     1.07  

D

    1.07     0.09     1.07  

E

    2.62     0.21     2.28  

F

    1.37     0.11     1.37  

F-19


Table of Contents


INSPIRE MEDICAL SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share amounts)

7. Stockholders' (Deficit) Equity (Continued)

              The dividend per share on the convertible preferred stock is only payable when, as and if declared by the Board of Directors.

              The Company has issued 5,375,507 shares of Preferred Stock, Series A, with an original issue price of $1.00 per share. Each share of Series A Preferred Stock may be converted into one share of common stock. The conversion price is subject to change for certain subdivisions, combinations of common stock, or other dilutive issuances of common stock. Each share of Series A Preferred Stock entitles the holder to vote on all matters submitted to holders of common stock, and each share of Series A Preferred Stock has the number of votes equal to the number of shares of common stock into which it may be converted.

              The Company has issued 8,706,909 shares of Preferred Stock, Series B, with an original issue price of $1.84 per share. Each share of Series B Preferred Stock may be converted into one share of common stock. The conversion price is subject to change for certain subdivisions, combinations of common stock, or other dilutive issuances of common stock. Ownership of Series B Preferred Stock entitles the holder to vote on all matters submitted to holders of common stock. Each share of Series B Preferred Stock has the number of votes equal to the number of shares of common stock into which it may be converted.

              The Company has issued 13,829,906 shares of Preferred Stock, Series C, with an original issue price of $1.07 per share. Each share of Series C Preferred Stock may be converted into one share of common stock. The conversion price is subject to change for certain subdivisions, combinations of common stock, or other dilutive issuances of common stock. Each share of Series C Preferred Stock entitles the holder to vote on all matters submitted to holders of common stock, and each share of Series C Preferred Stock has the number of votes equal to the number of shares of common stock into which it may be converted.

              The Company has issued 5,683,292 shares of Preferred Stock, Series D, with an original issue price of $1.07 per share. Each share of Series D Preferred Stock may be converted into one share of common stock. The conversion price is subject to change for certain subdivisions, combinations of common stock, or other dilutive issuances of common stock. Each share of Series D Preferred Stock entitles the holder to vote on all matters submitted to holders of common stock, and each share of Series D Preferred Stock has the number of votes equal to the number of shares of common stock into which it may be converted.

              In March 2014, the Company raised $39.8 million, net of stock issuance costs, through the issuance of 15,267,175 shares of Series E Preferred Stock, with an original issue price of $2.62 per share. Each share of Series E Preferred Stock may be converted into one share of common stock. The conversion price is subject to change for certain subdivisions, combinations of common stock, or other dilutive issuances of common stock. Each share of Series E Preferred Stock entitles the holder to vote on all matters submitted to holders of common stock, and each share of Series E Preferred Stock has the number of votes equal to the number of shares of common stock into which it may be converted.

              In October 2016, the Company raised $12.3 million, net of stock issuance costs, through the issuance of 9,124,084 shares of Series F Preferred Stock, with an original issue price of $1.37 per share (Tranche 1). In February 2017, the Company raised $25.0 million, net of stock issuance costs, through the issuance of 18,248,177 shares of Series F Preferred Stock, with an original issue price of $1.37 per

F-20


Table of Contents


INSPIRE MEDICAL SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share amounts)

7. Stockholders' (Deficit) Equity (Continued)

share (Tranche 2). Each share of Series F Preferred Stock may be converted into one share of common stock. The conversion price is subject to change for certain subdivisions, combinations of common stock, or other dilutive issuances of common stock. Each share of Series F Preferred Stock entitles the holder to vote on all matters submitted to holders of common stock, and each share of Series F Preferred Stock has the number of votes equal to the number of shares of common stock into which it may be converted.

              Upon a liquidation, dissolution, or winding up of the Company, the holders of the Series F Preferred Stock shall be entitled to receive prior and in preference to any distribution of any of the assets of the Company to holders of Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred and common stock. If, upon a liquidation, the assets to be distributed to the holders of the Series F Preferred are insufficient to permit the payment to such holders of the full amount payable, then the entire assets of the Company legally available for distribution shall be distributed pro rata to the holders of the Series F Preferred Stock in proportion to the full preferential amounts which each such holder would otherwise be entitled to receive.

Preferred Stock Warrants

              In connection with certain convertible promissory notes issued by the Company during 2011 and 2012 and subsequently paid, the Company issued 278,506 five-year warrants to purchase Series C preferred shares of stock at an exercise price of $1.07 per share. Based on the Black-Scholes option pricing model, the value of each warrant was determined to be $0.34, for a total value of $94, and was fully expensed during the year ended December 31, 2012. As of December 31, 2015, the Company had a total of 258,880 outstanding warrants. In 2016, a total of 258,880 Series C preferred shares were issued upon exercise of the entire remaining warrants for proceeds of $277.

              In connection with the execution of the Company's original credit facility entered into during 2012, the Company issued 186,916 ten-year warrants to purchase Series C preferred shares of stock at an exercise price of $1.07 per share. Based on the Black-Scholes option pricing model, the value of each warrant was determined to be $0.515, for a total value of $96 at the date of issuance and was fully expensed during the year ended December 31, 2012.

              In connection with the added borrowings drawn upon the Company's original credit facility in 2013, the Company issued 74,768 ten-year warrants to purchase Series C preferred shares of stock at an exercise price of $1.07 per share. Based on the Black-Scholes option pricing model, the value of each warrant was determined to be $0.525, for a total value of $39 at the date of issuance and was fully expensed during the year ended December 31, 2013.

              In connection with the execution of the Company's amended credit facility completed in June 2014, the Company also issued 76,334 ten-year warrants to purchase Series E preferred shares of stock at an exercise price of $2.62 per share. Based on the Black-Scholes option pricing model, the value of each warrant was determined to be $1.11, for a total value of $85 at the date of issuance and was fully expensed during the year ended December 31, 2014.

              In connection with the execution of the Company's current credit facility completed in August 2015 (see Note 4), the Company issued 29,580 ten-year warrants to purchase Series E preferred shares of stock at an exercise price of $2.62 per share. Based on the Black-Scholes option pricing model, the

F-21


Table of Contents


INSPIRE MEDICAL SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share amounts)

7. Stockholders' (Deficit) Equity (Continued)

value of each warrant was determined to be $1.13, for a total value of $33 at the date of issuance and was fully expensed during the year ended December 31, 2015.

              In connection with the execution of the amendment to the Company's current credit facility completed in February 2017 (see Note 4), the Company issued 29,197 ten-year warrants to purchase Series F preferred shares of stock at an exercise price of $1.37 per share. Based on the Black-Scholes option pricing model, the value of each warrant was determined to be $0.13, for a total value of $4 at the date of issuance and was fully expensed during the year ended December 31, 2017.

              The preferred stock warrants issued in connection with the execution of the original credit facility and its subsequent amendments require re-measurement of the value of the preferred stock warrants each period, with changes in fair value recognized within other expenses on the statements of operations and comprehensive loss. The fair value of the preferred stock warrants was determined using the Black-Scholes option pricing model.

              As of December 31, 2016 and 2017, the following preferred stock warrants issued under the Company's original credit facility and subsequent amendments were outstanding and exercisable:

Dates    
   
  Warrants
Outstanding at
December 31,
2016
   
  Fair
Value at
December 31,
2016
 
   
  Exercise
Price
  Initial
Value
 
Issuance
  Expiration   Series  

August 7, 2015

  August 7, 2025   E   $ 2.62     29,580   $ 33   $ 4  

June 27, 2014

  June 27, 2024   E     2.62     76,334     85     10  

August 5, 2013

  August 5, 2023   C     1.07     74,768     39     11  

November 16, 2012

  November 16, 2022   C     1.07     186,916     96     28  

                  367,598         $ 53  

 

Dates    
   
  Warrants
Outstanding at
December 31,
2017
   
  Fair
Value at
December 31,
2017
 
   
  Exercise
Price
  Initial
Value
 
Issuance
  Expiration   Series  

February 24, 2017

  February 24, 2027   F   $ 1.37     29,197   $ 4     13  

August 7, 2015

  August 7, 2025   E     2.62     29,580     33     8  

June 27, 2014

  June 27, 2024   E     2.62     76,334     85     21  

August 5, 2013

  August 5, 2023   C     1.07     74,768     39     33  

November 16, 2012

  November 16, 2022   C     1.07     186,916     96     82  

                  396,795         $ 157  

              The warrants issued on August 7, 2015 to purchase Series E preferred stock are subject to the conversion price of the underlying preferred stock. The warrants to purchase 29,580 shares of Series E preferred stock at $2.62 per share has been adjusted to purchase 56,569 shares of Series F preferred stock at $1.37 per share due to the dilutive issuance of the Series F preferred stock.

F-22


Table of Contents


INSPIRE MEDICAL SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share amounts)

8. Stock Options

              The Company adopted the 2007 Stock Incentive Plan (the Plan) in November 2007. The purpose of the Plan is to promote the interest of the Company and its stockholders by aiding the Company in attracting and retaining employees, officers, consultants, independent contractors, and directors capable of assuring the future success of the Company's business and to afford such persons an opportunity to acquire a proprietary interest in the Company. The Board may amend, alter, suspend, discontinue, or terminate the Plan at any time with the approval of the stockholders of the Company.

              As of December 31, 2017, the number of shares reserved for issuance under the plan is 19,586,801 shares. The exercise price of stock options represent fair value of the common stock at the time of issuance and is determined by the Board of Directors. The options granted contain fixed exercise prices ranging from $0.14 to $1.00 per share with varying expiration and exercise dates. The stock options granted by the Company to employees during 2015, 2016 and 2017 have a weighted average exercise price of $0.31, $0.25 and $0.14, respectively. The stock options granted include a four year service period and 25% vest after the first year of service and then pro rata over the next 36 months of service. The stock options have a contractual life of ten years.

              A summary of the Company's stock option activity and related information is as follows:

 
  Options   Weighted Average
Exercise Price
 

Outstanding at December 31, 2014

    10,205,979   $ 0.26  

Granted

    327,500     0.31  

Exercised

    (143,349 )   0.29  

Forfeited

    (140,937 )   0.24  

Outstanding at December 31, 2015

    10,249,193     0.27  

Granted

    800,000     0.25  

Exercised

    (725,489 )   0.26  

Forfeited

    (364,688 )   0.31  

Outstanding at December 31, 2016

    9,959,016     0.26  

Granted

    4,800,502     0.14  

Exercised

    (845,510 )   0.28  

Forfeited

    (136,511 )   0.28  

Outstanding at December 31, 2017

    13,777,497     0.22  

Exercisable at December 31, 2017

    8,221,579     0.29  

              At December 31, 2015, the Company had 10,249,193 common stock options outstanding, with an average remaining contractual life of 6.6 years at a weighted average exercise price of $0.27 per share. At December 31, 2016, the Company had 9,959,016 common stock options outstanding, with an average remaining contractual life of 5.8 years at a weighted average exercise price of $0.26 per share. At December 31, 2017, the Company had 13,777,497 common stock options outstanding, with an average remaining contractual life of 5.9 years at a weighted average exercise price of $0.22 per share.

F-23


Table of Contents


INSPIRE MEDICAL SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share amounts)

8. Stock Options (Continued)

              Total stock compensation recognized, before taxes, during the years ended December 31, 2015, 2016 and 2017, is as follows:

 
  Year Ended
December 31
 
 
  2015   2016   2017  

General and administrative

  $ 147   $ 108   $ 116  

Sales and marketing

    99     90     84  

Research and development

    59     50     43  

  $ 305   $ 248   $ 243  

              As of December 31, 2017, the amount of unearned stock compensation currently estimated to be expensed from now through the year 2021 related to unvested employee and non-employee director share-based awards is $318 and the weighted average period over which the unearned stock compensation is expected to be recognized is 3 years. If there are any modifications or cancellations of the underlying unvested securities, the Company may be required to accelerate, increase, or cancel any remaining unearned stock compensation expense. Future stock compensation expense and unearned stock compensation will increase to the extent that the Company grants additional share-based awards.

              The Company estimates the fair value of share-based awards on the date of grant using the Black-Scholes option pricing model using the fair market value of the Company's common stock on the date of grant and a number of other complex and subjective assumptions. These assumptions include, but are not limited to, estimates regarding the expected term of the Company's outstanding awards, estimates of the stock volatility over a duration that approximates the expected life of the Company's outstanding awards, estimates of the risk-free rate, and estimates of expected dividend rates.

              Due to the Company's limited amount of historical exercise, forfeiture, and expiration activity, the Company has opted to use the "simplified method" for estimating the expected term of options, whereby the expected term equals the arithmetic average of the vesting terms and the original contractual term of the option. The Company will continue to analyze its expected term assumption as more historical data becomes available. Due to the Company's limited operating history and a lack of company specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. When selecting these public companies on which it has based its expected stock price volatility, the Company generally selected companies with comparable characteristics to it, including enterprise value, stages of clinical development, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. The historical volatility data was computed using the daily closing prices for the selected companies' shares over historical periods that approximate calculated expected term of the Company's share-based awards. The Company will continue to analyze the historical stock price volatility assumption as more historical data for the Company's common stock becomes available.

              The risk-free rate assumption is based on the U.S. Treasury instruments with maturities similar to the expected term of the Company's stock options.

F-24


Table of Contents


INSPIRE MEDICAL SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share amounts)

8. Stock Options (Continued)

              The expected dividend assumption is based on the Company's history of not paying dividends and its expectation that it will not declare dividends for the foreseeable future.

              The amount of stock compensation expense recognized is based on awards ultimately expected to vest. Due to the Company's limited forfeiture activity and its vesting terms, the amount of expense recognized by the Company has been reduced by actual forfeitures as they occur. The Company will continue to analyze its historical forfeitures as more historical data becomes available.

              The fair value of options granted to employees or non-employee directors during the years ended December 31, 2015, 2016 and 2017 was estimated as of the grant date using the Black-Scholes option pricing model, assuming the weighted average assumptions listed in the following table:

 
  Year Ended December 31
 
  2015   2016   2017

Expected life (years)

  6.2   6.2   6.2

Expected volatility

  38.6%   40.6%   39.1%

Risk-free interest rate

  1.65 - 2.14%   1.27 - 2.25%   1.88 - 2.32%

Dividend yield

  0.0%   0.0%   0.0%

Weighted average fair value

  $0.13   $0.07   $0.06

9. Related-Party Transactions

Board of Directors' Appointment

              The Company has entered into various agreements and contracts with Medtronic, one of the Company's stockholders. Under these various agreements and contracts, Medtronic is allowed to name one person to be a member of the Company's Board of Directors. In connection with the Series F Preferred Stock purchase agreement in 2016, Medtronic agreed to move from one voting member of the Company's Board of Directors to two non-voting members.

Supply Agreement

              The Company contracts with Medtronic to supply all of the Company's commercial and clinical requirements of certain components used to manufacture the Inspire system. The current Supply Agreement expired on June 5, 2017, but was extended to allow Medtronic to complete a final build of the pressure sensor used in the Company's original pressure sensing lead, which is expected to be completed in early 2018. Upon a change of control event whereby the Company is owned or controlled by a competitor of Medtronic, Medtronic would have the right to terminate the Supply Agreement, provided that, upon any such termination the Company would be entitled to exercise a one-time buy right of inventory using current product pricing and upon terms to be agreed upon in the definitive agreements.

Development Agreement

              As part of the Development Agreement, Medtronic provided support to the Company for product development and was reimbursed on an hourly basis. The Medtronic services included project management, engineering, manufacturing, product quality, and testing of products. The Company continued to be responsible for all marketing, clinical, and regulatory efforts related to product development activities. The Development Agreement expired in 2015.

F-25


Table of Contents


INSPIRE MEDICAL SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share amounts)

9. Related-Party Transactions (Continued)

              The Company has transactions at arms-length with Medtronic, a related party. These transactions are summarized for the years ended December 31, 2015, 2016 and 2017 as follows:

 
  2015   2016   2017  

Inventory purchases

  $ 834   $ 848   $ 1,120  

Research and development expenses

    98          

  $ 932   $ 848   $ 1,120  

Right-of-First-Offer of the Company

              Under a Right-of-First-Offer with Medtronic that expired on May 16, 2017, had the Company decided to initiate a possible sale of the Company prior to the expiration date, it would have been required to negotiate exclusively with Medtronic for such transaction for a period of 90 days prior to negotiating with a third party.

10. Income Taxes

              During the years ended December 31, 2015, 2016 and 2017, the Company did not record an income tax benefit related to its loss before income taxes in the statement of operations and comprehensive loss because a valuation allowance has been required to be established for all deferred tax assets due to its cumulative net loss position.

              The components of the Company's provision for income taxes are as follows:

 
  Year Ended December 31  
 
  2015   2016   2017  

Tax at federal statutory rate

    35.0 %   35.0 %   35.0 %

State, net of federal benefit

    2.4     2.8     3.0  

Permanent items

    (0.8 )   (0.5 )   (1.1 )

Research and development (R&D) tax credit

    1.4     1.3     1.2  

Federal tax rate change

            (92.6 )

Other

    4.5     7.1     1.1  

Change in valuation allowance

    (42.5 )   (45.7 )   53.4  

Total

             

              On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the Act) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. We have accounted for our best provisional estimate of the impact of the Act in our 2017 income tax provision, the period in which the legislation was enacted, in accordance with our understanding of the Act and guidance available as of the date of this filing. The provisional amount recorded related to the remeasurement of our deferred tax assets and liabilities, based on the lower tax

F-26


Table of Contents


INSPIRE MEDICAL SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share amounts)

10. Income Taxes (Continued)

rates at which they are expected to reverse in the future, was $16.2 million of expense. This tax expense was entirely offset by an income tax benefit related to the reduction of our deferred tax asset valuation allowance of the same amount, resulting in no net impact to tax expense or benefit. The Company also provisionally estimates that it does not have any foreign earnings and therefore is not subject to any one-time transition tax on the mandatory deemed repatriation of foreign earnings.

              Significant components of net deferred tax assets are as follows:

 
  December 31  
 
  2015   2016   2017  

Deferred tax assets:

                   

Net operating losses

  $ 28,385   $ 36,626   $ 27,827  

R&D tax credits

    956     1,093     1,368  

R&D expenditures, capitalized for tax

    2,515     2,682     2,146  

Accruals and other

    1,165     1,065     753  

    33,020     42,126     32,094  

Deferred tax liabilities:

                   

Depreciation and amortization

    (28 )   (4 )   4  

Net deferred tax assets

    32,992     41,462     32,098  

Valuation allowance

    (32,992 )   (41,462 )   (32,098 )

  $   $   $  

              Deferred income taxes reflect the tax effects of net operating loss and tax credit carryforwards and the net temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

              As of December 31, 2017, the Company's gross federal net operating loss carryforwards of $110.9 million will expire at various dates beginning in 2028. In addition, net operating loss carryforwards for state income tax purposes of $65.9 million that include net operating losses that will begin to expire in 2028. The Company also has R&D credit carryforwards of $1.4 million as of December 31, 2017 of which will expire at various dates beginning in 2032.

              Utilization of the net operating loss carryforwards may be subject to an annual limitation due to the ownership change limitations provided by Section 382 of the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of the net operating loss before utilization.

              Realization of the deferred tax assets is dependent upon the generation of future taxable income, if any, the amount and timing of which are uncertain. Based on available objective evidence and cumulative losses, management believes it is more likely than not that the deferred tax assets are not recognizable and will not be recognizable until the Company has sufficient taxable income. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by $9.1 million and $8.5 million during the years ended December 31, 2015 and 2016, respectively, and decreased by $9.4 million during the year ended December 31, 2017.

F-27


Table of Contents


INSPIRE MEDICAL SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share amounts)

10. Income Taxes (Continued)

              The Company had no unrecognized tax benefits as of December 31, 2016 and 2017. The Company files income tax returns in the U.S. federal and various state jurisdictions. The 2014 to 2017 tax years remain open to examination by the major taxing authorities to which the Company is subject. The Company does not expect a significant change to its unrecognized tax benefits over the next 12 months.

              The Company's policy is to record interest related to uncertain tax positions as interest expense and any penalties as other expense in its statements of operations and comprehensive loss. There was no interest or penalties accrued at December 31, 2016 and 2017.

11. Segment Reporting and Significant Customers

              Operating segments are defined as components of an enterprise for which separate discrete financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company globally manages the business within one reporting segment. Segment information is consistent with how management reviews the business, makes investing and resource allocation decisions and assesses operating performance.

              Revenue by geographic region are as follows:

 
  Year Ended December 31  
 
  2015   2016   2017  

United States

  $ 6,132   $ 13,789   $ 24,293  

Europe

    1,880     2,638     4,274  

Total revenue

  $ 8,012   $ 16,427   $ 28,567  

              All the Company's long-lived assets are located in the United States.

12. Loss Per Share

              Under the two-class method, for periods with net income, basic net income per common share is computed by dividing the net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Net income attributable to common stockholders is computed by subtracting from net income the portion of current year earnings that participating securities would have been entitled to receive pursuant to their dividend rights had all of the year's earnings been distributed. No such adjustment to earnings is made during periods with a net loss as the holders of the participating securities have no obligation to fund losses. Diluted net loss per common share is computed under the two-class method by using the weighted average number of shares of common stock outstanding plus, for periods with net income attributable to common stockholders, the potential dilutive effects of stock options and warrants. In addition, the Company analyzes the potential dilutive effect of the outstanding participating securities under the if-converted method when calculating diluted earnings per share in which it is assumed that the outstanding participating securities convert into common stock at the beginning of the period. The Company reports the more dilutive of the approaches (two-class or if-converted) as its diluted net income per

F-28


Table of Contents


INSPIRE MEDICAL SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share amounts)

12. Loss Per Share (Continued)

share during the period. Due to the existence of net losses for the years ended December 31, 2015, 2016, and 2017, basic and diluted loss per share were the same, as the effect of potentially dilutive securities would have been anti-dilutive.

              The following potentially dilutive securities outstanding have been excluded from the computations of diluted weighted average shares outstanding because such securities have an antidilutive impact due to losses reported:

 
  Years Ended December 31,  
 
  2015   2016   2017  

Convertible preferred stock outstanding

    53,170,820     62,294,904     80,543,081  

Convertible preferred stock warrants

    367,598     394,587     423,789  

Common stock options outstanding

    10,249,193     9,959,016     13,777,497  

    63,787,611     72,648,507     94,744,362  

Unaudited Pro Forma Net Loss Per Share Attributable to Common Stockholders

              The unaudited pro forma basic and diluted net loss per share for the year ended December 31, 2017, has been computed using the weighted average number of shares of common stock outstanding after giving pro forma effect to the assumed conversion of all shares of convertible preferred stock immediately prior to the closing of the Company's initial public offering by treating all shares of convertible preferred stock as if they had been converted to common stock in all periods in which such shares were actually outstanding.

              The following table sets forth the computation of the Company's unaudited pro forma basic and diluted net loss per share during the year ended December 31, 2017:

 
  Year Ended
December 31, 2017
 

Net loss

  $ (17,511 )

Pro forma net loss

  $ (17,511 )

Weighted average common stock outstanding

   
7,824,723
 

Pro forma weighted average convertible preferred stock outstanding

    77,893,346  

Pro forma weighted average common shares used to compute pro forma net loss per share, basic and diluted

    85,718,069  

Pro forma net loss per share, basic and diluted

  $ (0.20 )

13. Subsequent Events

              The Company has evaluated events or transactions that may have occurred since December 31, 2017, that would merit recognition or disclosure in the financial statements. This evaluation was completed through February 14, 2018, the date the financial statements were available to be issued.

F-29


Table of Contents


INSPIRE MEDICAL SYSTEMS, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

(in thousands, except share and per share amounts)

13. Subsequent Events (Continued)

              On February 7, 2018, the Company borrowed an additional $8.0 million under the term B loan facility portion of its credit facility (see Note 4). After receipt of the $8.0 million, Company had a total of $24.5 million outstanding under the credit facility, which bears interest at a floating interest rate equal to the greater of 7.95% or LIBOR plus 6.9% per annum. All amounts borrowed under the credit facility are interest-only through March 1, 2019, after which the Company will make monthly payments of principal and interest through March 1, 2022; provided that the interest-only period will be extended will be extended to March 1, 2020 if the Company has revenue, measured on a trailing 12-month basis as of December 31, 2018, of at least $25.0 million. The Company issued 233,577 ten-year warrants to purchase Series F preferred shares of stock at an exercise price of $1.37 per share.

F-30


Table of Contents

 

              Through and including                        , 2018 (the 25th day after the date of this prospectus), all dealers effecting transactions in the Common Stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

                        Shares

LOGO

Inspire Medical Systems, Inc.

Common Stock


PROSPECTUS


BofA Merrill Lynch
Goldman Sachs & Co. LLC
Guggenheim Securities
Stifel
Wells Fargo Securities

                        , 2018


Table of Contents


Part II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.    Other Expenses of Issuance and Distribution.

              The following table indicates the expenses to be incurred in connection with the offering described in this registration statement, other than underwriting discounts and commissions, all of which will be paid by us. All amounts are estimated except the Securities and Exchange Commission registration fee, the Financial Industry Regulatory Authority, Inc., or FINRA, filing fee and the NYSE listing fee.

 
  Amount  

Securities and Exchange Commission registration fee

  $ 10,738.13  

FINRA filing fee

    13,437.50  

Initial NYSE listing fee

      *

Accountants' fees and expenses

      *

Legal fees and expenses

      *

Blue Sky fees and expenses

      *

Transfer Agent's fees and expenses

      *

Printing and engraving expenses

      *

Miscellaneous

      *

Total expenses

  $          *

*
To be filed by amendment.

Item 14.    Indemnification of Directors and Officers.

              The Registrant is governed by the Delaware General Corporation Law, or DGCL. Section 145 of the DGCL provides that a corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was or is an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such officer, director, employee or agent acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the corporation's best interest and, for criminal proceedings, had no reasonable cause to believe that such person's conduct was unlawful. A Delaware corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or contemplated action or suit by or in the right of such corporation, under the same conditions, except that such indemnification is limited to expenses (including attorneys' fees) actually and reasonably incurred by such person, and except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to such corporation. Where an officer or director of a corporation is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to above, or any claim, issue or matter therein, the corporation must indemnify that person against the expenses (including attorneys' fees) which such officer or director actually and reasonably incurred in connection therewith.

              The Registrant's amended and restated bylaws will authorize the indemnification of its officers and directors, consistent with Section 145 of the DGCL.

II-1


Table of Contents

              Reference is made to Section 102(b)(7) of the DGCL, which enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director for violations of the director's fiduciary duty, except (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL, which provides for liability of directors for unlawful payments of dividends of unlawful stock purchase or redemptions or (iv) for any transaction from which a director derived an improper personal benefit.

              We have entered into indemnification agreements with each of our directors and officers. These indemnification agreements may require us, among other things, to indemnify our directors and officers for some expenses, including attorneys' fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of his or her service as one of our directors or officers, or any of our subsidiaries or any other company or enterprise to which the person provides services at our request.

              We maintain a general liability insurance policy that covers certain liabilities of directors and officers of our corporation arising out of claims based on acts or omissions in their capacities as directors or officers.

              In any underwriting agreement we enter into in connection with the sale of common stock being registered hereby, the underwriters will agree to indemnify, under certain conditions, us, our directors, our officers and persons who control us within the meaning of the Securities Act against certain liabilities.

Item 15.    Recent Sales of Unregistered Securities.

              Set forth below is information regarding all unregistered securities sold by us since January 1, 2015. Also included is the consideration received by us for such shares and information relating to the section of the Securities Act, or rule of the Securities and Exchange Commission, under which exemption from registration was claimed.

(a)
Issuance of Capital Stock, Convertible Notes and Warrants.

1.
In August 2015, in connection with the amendment and restatement of our credit facility, we issued warrants to our lender to purchase 29,580 shares of our Series E convertible preferred stock at an exercise price of $2.62 per share. These warrants subsequently converted into warrants to purchase 56,569 shares of our Series F convertible preferred stock at an exercise price of $1.37 per share in accordance with the terms of the warrant agreements. Immediately prior to the closing of this offering, these warrants will become exercisable for up to 56,569 shares of our common stock, at an exercise price of $1.37 per share.

2.
In July 2016 and August 2016, we issued a total of $4.0 million in aggregate principal amount of convertible promissory notes to investors. The convertible notes matured on December 31, 2016 and accrued interest at a rate of 10% per year. In October 2016, the convertible promissory notes and accrued interest thereon converted into 2,982,988 shares of our Series F convertible preferred stock.

3.
In October 2016, we issued an aggregate of 9,124,084 shares of our Series F convertible preferred stock to investors at a price per share of $1.37, for aggregate consideration of approximately $12.5 million, $8.4 million of which consisted of cash and $4.1 million of which was funded through the conversion of the principal amount and accrued interest on convertible promissory notes issued in July and August 2016.

II-2


Table of Contents

      These shares will automatically convert 9,124,084 shares of our common stock immediately prior to the closing of this offering.

    4.
    In November 2016, we issued 214,060 shares of our Series C convertible preferred stock to certain investors upon the exercise of warrants at an exercise price of $1.07 per share. These shares will automatically convert into 214,060 shares of our common stock immediately prior to the closing of this offering.

    5.
    In December 2016, we issued 44,820 shares of our Series C convertible preferred stock to certain investors upon the exercise of warrants at an exercise price of $1.07 per share. These shares will automatically convert into 44,820 shares of our common stock immediately prior to the closing of this offering.

    6.
    In February 2017, we issued an aggregate of 18,248,177 shares of our Series F convertible preferred stock to investors at a price per share of $1.37, for aggregate consideration of approximately $25.0 million. These shares will automatically convert into 18,248,177 shares of our common stock immediately prior to the closing of this offering.

    7.
    In February 2017, in connection with the amendment of our credit facility, we issued warrants to our lender to purchase 29,197 shares of our Series F convertible preferred stock at an exercise price of $1.37 per share. Immediately prior to the closing of this offering, these warrants will become exercisable for up to 29,197 shares of our common stock, at an exercise price of $1.37 per share.

    8.
    In February 2018, in connection with additional borrowings under our credit facility, we issued warrants to our lender to purchase 233,577 shares of our Series F convertible preferred stock at an exercise price of $1.37 per share. Immediately prior to the closing of this offering, these warrants will become exercisable for up to 233,577 shares of our common stock, at an exercise price of $1.37 per share.

(b)
Equity Awards.

1.
Since January 1, 2015, we have granted stock options to employees, directors and consultants, covering an aggregate of 6,236,002 shares of our common stock, having exercise prices ranging from $0.14 to $1.56 per share, in connection with services provided to us by such parties.

2.
Since January 1, 2015, we have issued an aggregate of 2,442,810 shares of our common stock to employees, directors and consultants upon their exercise of stock options, for aggregate cash consideration of approximately $0.7 million.

              Unless otherwise stated, the issuances of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder, or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. Individuals who purchased securities as described above represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the share certificates issued in such transactions

              None of the foregoing transactions involved any underwriters, underwriting discounts or commissions or any public offering.

II-3


Table of Contents

Item 16.    Exhibits and Financial Statement Schedules.

(a)
Exhibits.

              The following documents are filed as exhibits to this registration statement.

Exhibit
Number
  Description of Exhibit
  1.1 * Underwriting Agreement
        
  3.1   Sixth Amended and Restated Certificate of Incorporation of Inspire Medical Systems, Inc. (currently in effect)
        
  3.2   Certificate of Amendment to Sixth Amended and Restated Certificate of Incorporation of Inspire Medical Systems, Inc., dated February 21, 2017
        
  3.3   Bylaws of Inspire Medical Systems, Inc. (currently in effect)
        
  3.4 * Form of Amended and Restated Certificate of Incorporation of Inspire Medical Systems, Inc. (to be effective upon the closing of this offering)
        
  3.5 * Form of Amended and Restated Bylaws of Inspire Medical Systems, Inc. (to be effective upon the closing of this offering)
        
  4.1 * Form of Certificate of Common Stock
        
  4.2   Fifth Amended and Restated Investor Rights Agreement
        
  4.3   Form of Warrant to Purchase Series C Preferred Stock or Series E Preferred Stock, dated November 16, 2012, August 5, 2013 or June 27, 2014, issued by Inspire Medical Systems, Inc. to Oxford Finance LLC, together with a schedule of material differences
        
  4.4   Form of Warrant to Purchase Series C Preferred Stock or Series E Preferred Stock, dated November 16, 2012, August 5, 2013 or June 27, 2014, issued by Inspire Medical Systems, Inc. to Silicon Valley Bank, together with a schedule of material differences
        
  4.5   Form of Warrant to Purchase Series E Preferred Stock or Series F Preferred Stock, dated August 7, 2015, February 24, 2017 or February 7, 2018, issued by Inspire Medical Systems, Inc. to Oxford Finance LLC, together with a schedule of material differences
        
  5.1 * Opinion of Latham & Watkins LLP
        
  10.1   Assignment and License Agreement, dated as of November 28, 2007, by and between Inspire Medical Systems, Inc. and Medtronic, Inc.
        
  10.2   First Amendment to Assignment and License Agreement, dated as of February 4, 2010, by and between Inspire Medical Systems, Inc. and Medtronic, Inc.
        
  10.3   Loan and Security Agreement, dated as of August 7, 2015, by and between Inspire Medical Systems, Inc. and Oxford Finance LLC
        
  10.4   First Amendment to Loan and Security Agreement, dated as of February 24, 2017, by and between Inspire Medical Systems, Inc. and Oxford Finance LLC
        
  10.5   Bridge Note Purchase Agreement, dated July 7, 2016, by and among Inspire Medical Systems, Inc. and the Investors named therein
        
  10.6 # 2007 Stock Incentive Plan, as amended
        
  10.7 # Form of Incentive Stock Option Agreement pursuant to 2007 Stock Incentive Plan
        
  10.8 # 2017 Stock Incentive Plan, as amended

II-4


Table of Contents

Exhibit
Number
  Description of Exhibit
        
  10.9 # Form of Incentive Stock Option Agreement pursuant to 2017 Stock Incentive Plan
        
  10.10 # Form of Non-Statutory Stock Option Agreement pursuant to 2017 Stock Incentive Plan
        
  10.11 #* Inspire Medical Systems, Inc. 2018 Incentive Award Plan
        
  10.12 #* Form of Stock Option Award Agreement under Inspire Medical Systems, Inc. 2018 Incentive Award Plan
        
  10.13 #* Inspire Medical Systems, Inc. 2018 Employee Stock Purchase Plan
        
  10.14 # Employment Agreement, dated November 16, 2007, by and between Inspire Medical Systems, Inc. and Timothy Herbert
        
  10.15 #* Amended and Restated Employment Agreement, by and between Inspire Medical Systems, Inc. and Timothy Herbert
        
  10.16 # Employment Agreement, dated July 20, 2009, by and between Inspire Medical Systems, Inc. and Randy Ban
        
  10.17 #* Amended and Restated Employment Agreement, by and between Inspire Medical Systems, Inc. and Randy Ban
        
  10.18 # Employment Agreement, dated June 1, 2014, by and between Inspire Medical Systems, Inc. and Richard Buchholz
        
  10.19 #* Amended and Restated Employment Agreement, by and between Inspire Medical Systems, Inc. and Richard Buchholz
        
  10.20 # Employment Agreement, dated September 25, 2017, by and between Inspire Medical Systems, Inc. and Steven Jandrich
        
  10.21 #* Amended and Restated Employment Agreement, by and between Inspire Medical Systems, Inc. and Steven Jandrich
        
  10.22 # Inspire Medical Systems, Inc. Non-Employee Director Compensation Policy
        
  10.23   Form of Indemnification Agreement between Inspire Medical Systems, Inc. and its directors and officers
        
  21.1   Subsidiaries of Inspire Medical Systems, Inc.
        
  23.1   Consent of Ernst & Young LLP
        
  23.2 * Consent of Latham & Watkins LLP (included in Exhibit 5.1)
        
  24.1   Power of Attorney (included on signature page)

*
To be filed by amendment.

#
Indicates management contract or compensatory plan.
(b)
Financial Statement Schedules. Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

II-5


Table of Contents

Item 17.    Undertakings.

              The undersigned registrant hereby undertakes to provide to the underwriter, at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

              Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

              The undersigned hereby undertakes that:

    (1)
    For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

    (2)
    For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-6


Table of Contents

SIGNATURES

              Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maple Grove, State of Minnesota, on this 6th day of April, 2018.

    INSPIRE MEDICAL SYSTEMS, INC.

 

 

By:

 

/s/ TIMOTHY P. HERBERT

Timothy P. Herbert
Chief Executive Officer and President

Table of Contents


SIGNATURES AND POWER OF ATTORNEY

              We, the undersigned officers and directors of Inspire Medical Systems, Inc., hereby severally constitute and appoint Timothy Herbert and Richard Buchholz, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

              Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 
/s/ TIMOTHY P. HERBERT

Timothy P. Herbert
  Chief Executive Officer (principal executive officer), President and Director   April 6, 2018

/s/ RICHARD BUCHHOLZ

Richard Buchholz

 

Chief Financial Officer (principal financial and accounting officer)

 

April 6, 2018

/s/ MARILYN CARLSON NELSON

Marilyn Carlson Nelson

 

Chair of the Board of Directors

 

April 6, 2018

/s/ JOYCE ERONY

Joyce Erony

 

Director

 

April 6, 2018

/s/ JERRY GRIFFIN, M.D.

Jerry Griffin, M.D.

 

Director

 

April 6, 2018

/s/ MUDIT K. JAIN

Mudit K. Jain

 

Director

 

April 6, 2018

/s/ CHAU KHUONG

Chau Khuong

 

Director

 

April 6, 2018

/s/ DANA G. MEAD, JR.

Dana G. Mead, Jr.

 

Director

 

April 6, 2018

Table of Contents

Signature
 
Title
 
Date

 

 

 

 

 
/s/ SHAWN T MCCORMICK

Shawn T McCormick
  Director   April 6, 2018

/s/ CASEY TANSEY

Casey Tansey

 

Director

 

April 6, 2018


EX-3.1 2 a2235179zex-3_1.htm EX-3.1

Exhibit 3.1

 

INSPIRE MEDICAL SYSTEMS, INC.

 

SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

 

Inspire Medical Systems, Inc., a corporation organized and existing under and by virtue of the Delaware General Corporation Law, hereby certifies as follows:

 

The name of this corporation is Inspire Medical Systems, Inc., the original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on November 13, 2007; an Amended and Restated Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on November 27, 2007; a Second Amended and Restated Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on May 18, 2009; a Third Amended and Restated Certificate of Incorporation of the corporation was filed with the Secretary of State of Delaware on January 30, 2012; a Fourth Amended and Restated Certificate of Incorporation of the corporation was filed with the Secretary of State of Delaware on July 30, 2013; and a Fifth Amended and Restated Certificate of Incorporation of the corporation was filed with the Secretary of State of Delaware on March 28, 2014 (collectively, the “Certificate of Incorporation”).

 

The Sixth Amended and Restated Certificate of Incorporation in the form of Exhibit A attached hereto has been duly adopted in accordance with the provisions of Sections 242, 245 and 228 of the Delaware General Corporation Law, and restates, integrates and further amends the provisions of the Corporation’s Certificate of Incorporation.

 

The text of the Certificate of Incorporation is hereby amended and restated to read in its entirety as set forth in Exhibit A attached hereto.

 

IN WITNESS WHEREOF, this Sixth Amended and Restated Certificate of Incorporation has been signed this 25th day of October, 2016.

 

 

 

INSPIRE MEDICAL SYSTEMS, INC.

 

 

 

 

 

 

By:

/s/ Timothy P. Herbert

 

 

 

Timothy P. Herbert

 

President and Chief Executive Officer

 



 

EXHIBIT A

 

SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

 

OF

 

INSPIRE MEDICAL SYSTEMS, INC.

 

FIRST

 

The name of this corporation is Inspire Medical Systems, Inc. (the “Corporation”).

 

SECOND

 

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered  agent at such address is Corporation Trust Company.

 

THIRD

 

The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law.

 

FOURTH

 

A.                                            Authorized Shares. The Corporation is authorized to issue two classes of stock  to be designated, respectively, “Common Stock” and “Preferred Stock.” The aggregate number  of shares that the Corporation shall have authority to issue is One Hundred Forty-Three Million Three Hundred Fifty-Four Thousand Four Hundred Seventy-Two (143,354,472) shares of which Eighty-Five Million (85,000,000) shall be Common Stock, par value of $0.001 per share (the “Common Stock”), and Fifty-Eight Million Three Hundred Fifty-Four Thousand Four Hundred Seventy-Two (58,354,472) of which shall be Preferred Stock, par value of $0.001 per share (the “Preferred Stock”).  The Preferred Stock shall be divided into series from time to time.  The  first series shall consist of Five Million Three Hundred Seventy Five Thousand Five Hundred Seven (5,375,507) shares and shall be designated the “Series A Preferred”. The second series shall consist of Eight Million Seven Hundred Six Thousand Nine Hundred Nine (8,706,909) shares and shall be designated the “Series B Preferred”. The third series shall consist of Fourteen Million Ninety-One Thousand Five Hundred Eighty-Nine (14,091,589) shares and shall be designated the “Series C Preferred”. The fourth series shall consist of Five Million Six Hundred Eighty-Three Thousand Two Hundred Ninety-Two (5,683,292) shares and shall be designated the “Series D Preferred”. The fifth series shall consist of Fifteen Million Three Hundred Seventy-Three Thousand Ninety-One (15,373,091) shares and shall be designated the “Series E Preferred”. The sixth series shall consist of Nine Million One Hundred Twenty-Four Thousand Eighty-Four (9,124,084) shares and shall be designated the “Series F Preferred”.

 



 

B.                                    Preferred StockThe terms and provisions of the Preferred Stock are as follows:

 

1.                                      Dividends.

 

(a)                                 Treatment of Preferred Stock.

 

(i)                                     Holders of Series F Preferred shall be entitled to receive when, as and if declared by the Board of Directors of the Corporation (the “Board of Directors”), dividends at a rate of eight percent (8%) per annum of the Series F Original Issue Price (as defined below), on each outstanding share of Series F Preferred (as adjusted for stock splits, combinations, recapitalizations, reclassification, reorganizations and the like), out of any asset at the  time legally available therefore, payable in preference and prior to any Distribution (as defined below) on the Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred or the Common Stock,

 

(ii)                                  After payment in full of the dividends set forth in Section 1(a)(i) above, the holders of Series E Preferred shall be entitled to receive when, as and if declared by the Board of Directors, dividends at a rate of eight percent (8%) per annum of the Series E Original Issue Price (as defined below), on each outstanding share of Series E Preferred (as adjusted for stock splits, combinations, recapitalizations, reorganizations and the like), out of any asset at the time legally available therefore, payable in preference and prior to any Distribution on the Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred or the Common Stock,

 

(iii)                               After payment in full of the dividends set forth in Sections 1(a)(i) and (ii) above, the holders of Series A Preferred, Series B Preferred, Series C Preferred and Series D Preferred shall be entitled to receive, on a pari passu basis, when, as and if declared by the Board of Directors, dividends at a rate of eight percent (8%) per annum of the Series A Original Issue Price, the Series B Original Issue Price, the Series C Original Issue Price, or the Series D  Original Issue Price (each as defined below), as the case may be, on each outstanding share of Series A Preferred, Series B Preferred, Series C Preferred and Series D Preferred (as adjusted for stock splits, combinations, recapitalizations, reorganizations and the like), out of any assets at the time legally available therefor, payable in preference and prior to any Distribution on the Common Stock,

 

(iv)                              No dividends other than those payable solely in Common Stock shall be paid or set aside for payment on any shares of the capital stock or other class or equity securities of the Corporation (except as provided in Sections 1(a)(i), 1(a)(ii) and 1(a)(iii) above) unless and until (A) all of the declared and unpaid dividends are paid on each outstanding share of Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred, and Series F Preferred in accordance with Sections 1(a)(i), 1(a)(ii) and 1(a)(iii) above, and (B) in the case of a dividend on Common Stock or any class or series convertible into Common Stock, a dividend is paid in full with respect to all outstanding shares of Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred, and Series F Preferred in an amount equal to or greater than the aggregate amount of dividends which would be payable to holders of Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred,   Series

 



 

E Preferred, and Series F Preferred if, immediately prior to such dividend payment on Common Stock, such share of Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred, and Series F Preferred had been converted into Common Stock,  or (C) in the case of a dividend on any class or series that is not convertible into Common Stock, at a rate per share of Preferred Stock determined by (X) dividing the amount of the dividend payable on each share of such class or series of capital stock by the original issuance price of such class or series of capital stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to such class or series) and (Y) multiplying such fraction by an amount equal to the Series A Original Issue Price (as defined below), Series B Original Issue Price (as defined below), Series C Original Issue Price (as defined below), Series D Original Issue Price (as defined below), Series E Original Issue Price (as defined below) or Series F Original Issue Price (as defined below), as applicable.

 

(v)                                 The Board of Directors is under no obligation to declare dividends, no rights shall accrue to the holders of Series A Preferred, Series B Preferred, Series C Preferred Series D Preferred, Series E Preferred or Series F Preferred by reason of the fact that dividends are not declared or paid in any calendar year, and any dividends declared shall be noncumulative. The Corporation shall make no Distribution to the holders of shares of Common Stock or any other class or series of the Corporation’s equity securities except in accordance  with  this  Section 1(a) or as otherwise expressly permitted by this Sixth Amended and Restated Certificate of Incorporation.

 

(b)                                 Distribution. Distribution” means the transfer of cash or property without consideration, whether by way of dividend or otherwise, or the purchase of shares of the Corporation for cash or property other than (i) repurchases of shares of Common Stock issued to or held by employees, consultants, officers, directors or advisors of the Corporation at a price not greater than the amount paid by such persons for such shares upon termination of their employment  or  services  pursuant  to  agreements  providing  for  the  right  of  said repurchase, (ii) repurchases of Common Stock issued to or held by employees, consultants, officers, directors or advisors of the Corporation pursuant to rights of first refusal contained in agreements providing for such right at the lower of the original cost, the fair market value or as otherwise approved by the Board of Directors, including the approval of at least three (3) of the Preferred Directors (as defined in Section 5(d)(v) below) and (iii) any other repurchases of Common Stock approved by the Board of Directors, including the approval of at least three (3) of the Preferred Directors.

 

(c)                                  Original Issue Price.

 

(i)                                     The “Series A Original Issue Price” shall be $1.00 per share.

 

(ii)                                  The “Series B Original Issue Price” shall be $1.837621 per share.

 

(iii)                               The “Series C Original Issue Price” shall be $1.07 per share.

 

(iv)                              The “Series D Original Issue Price” shall be $1.07 per share.

 

(v)                                 The “Series E Original Issue Price” shall be $2.62 per share.

 



 

(vi)                              The “Series F Original Issue Price” shall be $1.37 per share.

 

2.                                              Liquidation Rights.

 

(a)                                 Liquidation Preference. In the event of any Liquidation (as defined below), either voluntary or involuntary:

 

(i)          The holders of the Series F Preferred shall be entitled to receive prior and in preference to any Distribution of any of the assets of the Corporation to holders of Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred or Common Stock by reason of their ownership of such stock, an amount per share for each share of Series F Preferred held by them equal to the Series F Original Issue Price (as adjusted for stock splits, combinations, recapitalizations, reclassifications, reorganizations and the like) plus declared but unpaid dividends (if any) on such share of Series F Preferred. If, upon  a  Liquidation, the assets to be distributed to the holders of the Series F Preferred are insufficient to permit the payment to such holders of the full amount payable pursuant to this Section 2(a)(i), then the entire assets of the Corporation legally available for distribution shall be distributed pro rata to the holders of the Series F Preferred in proportion to the full preferential amounts which each such holder would otherwise be entitled to receive pursuant to this Section 2(a)(i).

 

(ii)           After payment in full of the preference set forth in Section 2(a)(i) above, the holders of the Series E Preferred shall be entitled to receive prior and in preference to any Distribution of any of the assets of the Corporation to holders of Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred or Common Stock by reason of their ownership of such stock, an amount per share for each share of Series E Preferred held by them equal to the Series E Original Issue Price (as adjusted for stock splits, combinations, recapitalizations, reorganizations and the like) plus declared but unpaid dividends (if any) on such share of Series  E Preferred. If, upon a Liquidation, the assets to be distributed to the holders of the Series E Preferred are insufficient to permit the payment to such holders of the full amount payable pursuant to this Section 2(a)(ii), then the entire assets of the Corporation legally available for distribution after distribution pursuant to Section 2(a)(i) above shall be distributed pro rata to the holders of the Series E Preferred in proportion to the full preferential amounts which each such holder would otherwise be entitled to receive pursuant to this Section 2(a)(ii).

 

(iii)             After payment in full of the preference set forth in Sections 2(a)(i) and (ii) above, the holders of the Series A Preferred, Series B Preferred, Series C Preferred and Series D Preferred shall be entitled to receive, on a pari passu basis, prior and in preference to any Distribution of any of the assets of the Corporation to holders of Common Stock by reason of their ownership of such stock, (i) an amount per share for each share of Series A Preferred held by them equal to the Series A Original Issue Price (as adjusted for stock splits, combinations, recapitalizations, reorganizations and the like) plus declared but unpaid dividends (if any) on such share of Series A Preferred, (ii) an amount per share for each share of Series B Preferred held by them equal to the Series B Original Issue Price (as adjusted for stock splits,  combinations, recapitalizations, reorganizations and the like) plus declared but unpaid  dividends

 



 

(if any) on such share of Series B Preferred, (iii) an amount per share for each share of Series C Preferred held by them equal to the Series C Original Issue Price (as adjusted for stock splits, combinations, recapitalizations, reorganizations and the like) plus declared but unpaid dividends (if any) on such share of Series C Preferred and (iv) an amount per share for each share of   Series D Preferred held by them equal to the Series D Original Issue Price (as adjusted for stock splits, combinations, recapitalizations, reorganizations and the like) plus declared but unpaid dividends (if any) on such share of Series D Preferred. If, upon a Liquidation, the assets to be distributed among the holders of the Series A Preferred, Series B Preferred, Series C Preferred and Series D Preferred are insufficient to permit the payment to such holders of the full amount payable pursuant to this Section 2(a)(iii), then the entire assets of the Corporation legally available for distribution after distribution pursuant to Sections 2(a)(i) and 2(a)(ii) above, shall be distributed with equal priority and pro rata among the holders of the Series A Preferred, Series B Preferred, Series C Preferred and Series D Preferred in proportion to the full  preferential amounts which each such holder would otherwise be entitled to receive pursuant to this Section 2(a)(iii).

 

(b)                                 Remaining Assets. Upon the completion of the Distribution required by subsection (a) of this Section 2, the remaining proceeds available for distribution to stockholders shall be distributed among the holders of Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred, Series F Preferred and Common Stock pro rata based on the number of shares of Common Stock held by each (assuming full conversion of all such Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred, and Series F Preferred).

 

(c)                                  Liquidation. For purposes of this Section 2, each of the following events shall be considered a “Liquidation” unless the holders of the Required Preferred Vote (as defined below) elect otherwise by written notice sent to the Corporation at least five (5) days prior to the effective date of any such event:

 

(i)            any voluntary or  involuntary liquidation,  dissolution  or  winding  up  of   the Corporation;

 

(ii)           a stock acquisition, reorganization, merger or consolidation in which (A) the Corporation is a constituent party or (B) a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such stock acquisition, reorganization, merger or consolidation, except any such stock acquisition, reorganization, merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such stock acquisition, reorganization, merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such stock acquisition, reorganization,  merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving, acquiring or resulting corporation; or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such stock acquisition, reorganization, merger or consolidation, the parent corporation of such surviving or resulting corporation; or

 



 

(iii)            the sale, conveyance, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole or the sale or disposition (whether by merger, consolidation or otherwise) of one or more subsidiaries of the Corporation if all or substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, conveyance, lease, transfer, exclusive license or other disposition is to a wholly owned  subsidiary of the Corporation.

 

(d)                                 Effecting a Deemed Liquidation Event. The Corporation shall not have the power to effect a Liquidation referred to in Section 2(c)(ii)(A) unless the agreement or plan  of stock acquisition, merger, reorganization, or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Sections 2(a) and 2(b).

 

(e)                                  Determination of Value if Proceeds Other than Cash. If any assets of the Corporation distributed to stockholders in connection with any Liquidation are other than cash, then the value of such assets shall be their fair market value as determined in good faith by the Board of Directors, including the approval of at least three (3) of the Preferred Directors (as defined below); provided, however, that any securities shall be valued as follows:

 

(i)                                   Securities not subject to investment letter or other similar restrictions on free marketability covered by (ii) below:

 

(A)                             If traded on a securities exchange or through the Nasdaq Global Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the twenty (20) trading-day period ending three (3) trading  days prior to the closing of the Liquidation;

 

(B)                             If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the twenty (20) trading-day period ending three (3) trading days prior to the closing of the Liquidation; and

 

(C)                             If there is no active public market, the value shall be the  fair market value thereof, as determined by the Board of Directors of the Corporation, including the approval of at least three (3) of the Preferred Directors.

 

(ii)                                The method of valuation of securities subject to investment letter  or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (i) (A), (B) or (C) to reflect the approximate fair market value thereof, as determined by the Board of Directors.

 

(iii)                             For the purposes of this Section 2(e), “trading day” shall mean any day which the exchange or system on which the securities to be distributed are traded is open

 



 

and “closing prices” or “closing bid prices” shall be deemed to be: (i) for securities traded primarily on the New York Stock Exchange, the American Stock Exchange or Nasdaq Global Market, the last reported trade price or sale price, as the case may be, at 4:00 p.m., New York time, on that day and (ii) for securities listed or traded on other exchanges, markets and systems, the market price as of the end of the regular hours trading period that is generally accepted as such for such exchange, market or system. If, after the date hereof, the benchmark times generally accepted in the securities industry for determining the market price of a stock as of a given trading day shall change from those set forth above, the fair market value shall be determined as of such other generally accepted benchmark times.

 

(f)                                           Allocation of Escrow and Contingent Consideration. In the event of a Liquidation pursuant to Section 2(c), if any portion of the consideration payable to the stockholders of the Corporation is payable only upon satisfaction of contingencies (the “Additional Consideration”), the definitive acquisition agreement shall provide that (i) the portion of such consideration that is not Additional Consideration (such portion, the “Initial Consideration”) shall be allocated among the holders of capital stock of the Corporation in accordance with Section 2(a) and Section 2(b) as if the Initial Consideration were the only consideration payable in connection with such Liquidation; and (ii) any Additional Consideration which becomes payable to the stockholders of the Corporation upon satisfaction of such contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with Section 2(a) and Section 2(b) after taking into account the previous payment of the Initial Consideration as part of the same transaction. For the purposes of this Section 2(f), consideration placed into escrow, retained as holdback or any other form of deferred payment to be available for satisfaction of indemnification or similar obligations in connection with such Liquidation shall be deemed to be Additional Consideration.

 

3.                                      Conversion.  The Preferred Stock shall have conversion rights as follows:

 

(a)                                  Right to Convert. Each share of Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share at the office of the Corporation or any transfer agent for the Preferred Stock, into that number of fully-paid and nonassessable shares of Common Stock determined by dividing the Series A Original Issue Price, Series B Original Issue Price, Series C Original Issue Price, Series D Original Issue Price, Series E Original Issue Price, or Series F Original Issue Price, as the case may be, by the applicable Conversion Price for such series. The “Conversion Price” for (i) the Series A Preferred shall initially be the Series A Original Issue Price, (ii) the Series B Preferred shall initially be $1.52, (iii) the Series C Preferred shall initially be the Series C Original    Issue Price, (iv) the Series D Preferred shall initially be the Series D Original Issue Price, (v) the Series E Preferred shall initially be $2.48, and (vi) the Series F Preferred shall initially be the Series F Original Issue Price, and each of the Conversion Prices shall be subject to adjustment  as provided for in this Section 3. The number of shares of Common Stock into which each share of Preferred Stock may be converted is hereinafter referred to as the “Conversion Rate” of such Preferred Stock. Upon any decrease or increase in the Conversion Price for the Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred or Series

 



 

F Preferred as described in this Section 3, the Conversion Rate for such series shall be appropriately increased or decreased.

 

(b)                                  Automatic Conversion. Each share of Preferred  Stock  shall automatically be converted into shares of Common Stock at the-then effective Conversion Rate for such share: (i) upon the Required Preferred Vote (as defined in Section 3(h)(iv)(I) below) in writing; or (ii) immediately prior to the consummation of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), at a per share price to the public of at least three (3) times the Series F  Original Issue Price (as appropriately adjusted for any subsequent stock splits, combinations, stock dividends, reclassifications, recapitalizations or other similar events) and with gross proceeds to the Corporation of at least $50,000,000 (a “Qualified IPO”) (each of the events referred to in (i) and (ii) are referred to herein as an “Automatic Conversion Event”).

 

(c)                                   Mechanics of Conversion. No fractional shares of Common Stock shall be issued upon conversion of Preferred Stock.  In lieu of any fractional shares to which the  holder would otherwise be entitled, the Corporation shall, to the extent allowable by applicable law, pay the fair market value cash equivalent of such fractional share as determined by the Board of Directors. For such purpose, all shares of Preferred Stock held by each holder of Preferred Stock shall be aggregated together, and any resulting fractional share of Common Stock shall be paid in cash. Before any holder of Preferred Stock shall be entitled to convert the same into full shares of Common Stock, and to receive certificate(s) therefor, such holder shall surrender the Preferred Stock certificate or certificates, duly endorsed, at the office of the Corporation or of any transfer agent for the Preferred Stock, and shall give written notice to the Corporation at such office that such holder elects to convert such shares; provided, however, that on the date of an Automatic Conversion Event, the outstanding shares of Preferred Stock shall be converted automatically without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Corporation or its transfer agent; provided further, however, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon such Automatic Conversion Event unless either the certificates evidencing such shares of Preferred Stock are delivered to the Corporation or its transfer agent as provided above, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory  to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. On the date of the occurrence of an Automatic Conversion Event, each holder  of record of shares of Preferred Stock shall be deemed to be the holder of record of Common Stock issuable upon such conversion, notwithstanding that the certificates representing such shares of Preferred Stock shall not have been surrendered at the office of the Corporation, that notice from the Corporation shall not have been received by any holder of record of shares of Preferred Stock, or that the certificates evidencing such shares of Common Stock shall not then be actually delivered to such holder.

 

The Corporation shall, as soon as practicable after delivery of the Preferred Stock certificate(s), issue and deliver at such office to such holder of Preferred Stock, a certificate or certificates for the number of shares of Common Stock to which he, she or it shall be entitled and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of Common Stock, plus any declared but unpaid dividends on the converted Preferred Stock. Such conversion shall be deemed to have been made immediately

 



 

prior to the close of business on the date of such surrender of the shares of Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock on such date; provided, however, that if the conversion is in connection with an underwritten offer of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Preferred Stock for conversion, be conditioned upon the closing of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock issuable upon such conversion of the Preferred Stock shall not be deemed to have converted such Preferred Stock until immediately prior to the closing of the sale of such securities.

 

Upon conversion, no adjustment to the Conversion Price shall be made for any declared but unpaid dividends on the Preferred Stock surrendered for conversion or on the Common Stock delivered upon conversion. The Corporation shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or delivery of shares of Common Stock upon conversion of shares of Preferred Stock pursuant to this Section 3. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock in a name other than that in which the shares of Preferred Stock so converted were registered, and no such issuance or delivery shall be made unless and until the person or entity requesting such issuance has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid.

 

(d)                                  Adjustments for Subdivisions or Combinations of Common Stock. If  at any time or from time to time after the date of first issue of the Series F Preferred (the “Original Issue Date for the Series F Preferred”), the outstanding shares of Common Stock shall be subdivided (by stock split, stock dividend or otherwise), into a greater number of shares of Common Stock without a corresponding subdivision of the Preferred Stock, then the Conversion Price in effect immediately prior to such subdivision shall, concurrently with the effectiveness of such subdivision, be proportionately decreased. Conversely, if at any time or from time to time after the Original Issue Date for the Series F Preferred, the outstanding shares of Common Stock shall be combined (by reclassification or otherwise) into a lesser number of shares of Common Stock without a corresponding combination of the Preferred Stock, then the Conversion Price in effect immediately prior to such combination shall, concurrently with the effectiveness of such combination, be proportionately increased.

 

(e)                                   Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Original Issue Date for the Series F Preferred shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock or Convertible Securities (as defined below), then and in each such event each of the Conversion Prices in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying such Conversion Price then in effect by a fraction:

 

(i)                                   the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the

 



 

close of business on such record date, and

 

(ii)                                the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable (including the number of shares of Common Stock which the Convertible Securities are convertible into, exercisable for, or exchangeable for) in payment of such dividend or distribution. Notwithstanding the foregoing, (x) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, each of the Conversion Prices shall be recomputed accordingly as of the close of business on  such record date and thereafter each Conversion Price shall be adjusted pursuant to this Section 3(e)(ii) as of the time of actual payment of such dividends or distributions; and (y) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock or Convertible Securities in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such event.

 

(f)                                    Adjustments for Reclassification, Exchange and Substitution. If at any time or from time to time after the Original Issue Date for the Series F Preferred, the Common Stock issuable upon conversion of the Preferred Stock shall be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares provided for above), concurrently with the effectiveness of such reorganization, reclassification or other event, the Preferred Stock shall be convertible into, in lieu of the number of shares of Common Stock which the holders would otherwise have been entitled to receive, a number of shares of such other class or classes of stock equivalent to the number of shares of Common Stock that would have been subject to receipt by the holders upon conversion of the Preferred Stock immediately before the effectiveness of such reorganization, reclassification  or  other event.

 

(g)                                  Adjustments for Reorganization, Merger, Consolidation or Sale of Assets. If at any time or from time to time after the Original Issue Date for the Series F  Preferred, the Common Stock issuable upon conversion of the Preferred Stock shall be changed into the same or a different number of shares of any other class or classes of stock, whether by a merger or consolidation of this Corporation with or into another entity (other than as provided   for elsewhere in this Section 3 or a transaction subject to Section 2 above) then, as a part of such reorganization, merger, or consolidation, the holders of the Preferred Stock shall automatically thereafter be entitled to receive upon conversion of the then outstanding Preferred Stock, the number of shares of stock or other securities or property of the Corporation, or of the successor entity resulting from such reorganization, merger or consolidation, to which a holder of Common Stock  deliverable  upon  conversion  would  have  been  entitled  in  such  capital reorganization, merger, or consolidation. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 3 with respect to the rights of the holders of the then outstanding Preferred Stock after the reorganization, merger, or consolidation to the end that the provisions of this Section 3 (including adjustments of the applicable Conversion Price then in effect and the number of shares purchasable upon conversion of the Preferred Stock) shall be applicable after that event as nearly equivalent as may be practicable.

 



 

(h)                          Adjustments for Dilutive Issuances.

 

(i)                                             If at any time or from time to time after the Original Issue Date for the Series F Preferred, the Corporation shall issue or sell (or is deemed by the express provisions of paragraph (v) to have issued or sold) any shares of Common Stock (“Additional Shares of Common Stock”) for a consideration per share less than the then-effective Conversion Price for the Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred or Series F Preferred, then immediately upon such issue or sale, the then-existing applicable Conversion Price of the Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred, and/or Series F Preferred (whichever had a then effective Conversion Price greater than such consideration per share) shall be reduced, as of the opening  of business on the date of such issue or sale, to a price (calculated to the nearest cent) determined by multiplying the applicable Conversion Price by a fraction:

 

(A)                             the numerator of which shall be the number of shares of Calculated Securities (as defined below) outstanding or deemed outstanding immediately prior to such issue or sale, plus the number of shares of Common Stock that the Aggregate Consideration (as defined below) received by the Corporation for the total number of shares of Common Stock so issued or sold would purchase at the then-existing applicable Conversion Price, and

 

(B)                             the denominator of which shall be the number of shares of Calculated Securities outstanding or deemed outstanding immediately prior to such issue or sale plus the number of shares of Common Stock or Preferred Stock so issued or sold.

 

Calculated Securities” means (A) all shares of Common Stock actually outstanding and (B) all outstanding Convertible Securities (as defined below) on an as-exercised, as converted to Common Stock basis. “Convertible Securities” shall mean any bonds, debentures, notes or  other evidences of indebtedness, options, warrants, shares (including, but not limited to, shares of Preferred Stock and shares which have been issued or reserved by the Corporation pursuant to any equity incentive plan of the Corporation but for which options for such shares have not yet been exercised or issued) or any other securities convertible into, exercisable for, or exchangeable for Common Stock.

 

(ii)                                          No adjustment shall be made to any applicable Conversion Price for a series of Preferred Stock in an amount less than one cent per share. Any adjustment  required by this Section 3(h) that is not required to be made due to the preceding sentence shall be included in any subsequent adjustment to such Conversion Price for such series.

 



 

(iii)                                       For the purpose of making any adjustment under this Section 3(h), the aggregate consideration received by the Corporation for any issue or sale of securities (the “Aggregate Consideration”) shall be defined as: (A) to the extent it consists of cash, be computed at the gross amount of cash received by the Corporation prior to any deduction of any underwriting or similar commissions, compensation or concessions paid or allowed by the Corporation in connection with such issue or sale, and without deduction of  any expenses payable by the Corporation, (B) to the extent it consists of property other than cash, be computed in accordance with the provisions of Section 2(e) hereof, and (C) if shares of Common Stock, Convertible Securities or rights or options to purchase either shares of Common Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Corporation for a consideration which covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board of Directors, including the approval of at least three (3) of the Preferred Directors to be allocable to such shares of Common Stock or Convertible Securities or rights or options.

 

(iv)                                      For the purposes of paragraph (i) above, none of the following issuances shall be considered the issuance or sale of Common Stock (the “Excluded Securities”):

 

(A)                             The issuance of any Common Stock or Convertible Securities (and the Common Stock issued upon exercise or conversion thereof) in connection with issuances for which an adjustment to the Conversion Price of the Preferred Stock would otherwise be made pursuant to any of subsections (d), (e), (f) and (g) of this Section 3 above;

 

(B)                             The issuance of up to 15,671,801 shares (and options to purchase such shares) of Common Stock (or such larger number as is approved by the Board of Directors, including the approval of at least three (3) of the Preferred Directors), as approved by the Board of Directors to employees, directors and consultants pursuant to the Corporation’s  2007 Stock Incentive Plan or such other equity incentive plans approved by the Board of Directors, including the approval of at least three (3) of the Preferred Directors. Such shares of Common Stock issued pursuant to this subsection shall be adjusted for any subdivisions and combinations and shall include shares repurchased by the Corporation and any cancellation or expiration of options to purchase these shares;

 

(C)                             The issuance of capital stock of the Corporation to banks, equipment lessors, other financial institutions or lessors pursuant to a debt financing, equipment leasing or real property leasing transaction approved by the Board of Directors, including the approval of at least three (3) Preferred Directors, and whose issuance and exemption from the definition of “Additional Shares of Common Stock” has been approved by the Board of Directors, including the approval of at least three (3) Preferred Directors;

 

(D)                             The issuance of capital stock of the Corporation pursuant to technology licenses approved by the Board of Directors, including the approval of at least   three (3) Preferred Directors, and whose issuance and exemption from the definition of “Additional Shares of Common Stock” has been approved by the Board of Directors, including the approval of at least three (3) Preferred Directors;

 



 

(E)                      The issuance of Common Stock or Convertible Securities pursuant to the acquisition of another entity by the Corporation by merger, purchase of substantially all of the assets or shares, or other reorganization as approved by the Board of Directors, including the approval of at least three (3) Preferred Directors, and whose issuance  and exemption from the definition of “Additional Shares of Common Stock” has been approved by the Board of Directors, including the approval of at least three (3) Preferred Directors.

 

(F)                               The issuance of shares of Common Stock upon conversion of shares of Preferred Stock in accordance with this Sixth Amended and Restated Certificate of Incorporation.

 

(G)                             The issuance of shares of Common Stock to Medtronic,  Inc. pursuant to the Investment Agreement dated November 28, 2007 by and between the Corporation and Medtronic, Inc.

 

(H)                            The issuance of Common Stock or convertible securities upon the conversation of any debenture, warrant, option or other convertible security outstanding on the date of this Sixth Amended and Restated Certificate of Incorporation.

 

(I)                                 The issuance of Common Stock or Convertible Securities (and the Common Stock issued upon exercise or conversion thereof) and whose issuance and exemption from the definition of “Additional Shares of Common Stock” has been approved by the Required Preferred Vote. The “Required Preferred Vote” shall be the affirmative vote of the holders of sixty percent (60%) or more of the outstanding Preferred Stock, voting together as a single class on an as-converted basis.

 

(v)                                 For the purposes       of paragraph (i) above, the following subparagraphs (A) to (C), inclusive, shall also be applicable:

 

(A)                             In the event the Corporation at any time or from time to time after the Original Issue Date for the Series F Preferred shall grant any rights to subscribe  for, or any rights or options to purchase, Convertible Securities, whether or not such rights or options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such rights or options or upon conversion or exchange of such Convertible Securities  (determined by dividing (x) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such rights or options, plus the aggregate amount of additional consideration payable to the Corporation upon the exercise of such rights or options, plus, in the case of any such rights or options which relate to such Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof, by (y) the total number of shares of Common Stock issuable upon the exercise of such rights or options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such rights or options) shall be less than the Conversion Price in effect immediately prior to the time of the granting of such rights or options, then the total number of shares of Common Stock issuable upon the

 



 

exercise of such rights or options or upon conversion or exchange of the total amount of such Convertible Securities issuable upon the exercise of such rights or options shall (as of the date of granting of such rights or options) be deemed to be outstanding and to have been issued for such price per share.

 

(B)                             In the event the Corporation at any time or from time to time after the Original Issue Date for the Series F Preferred shall issue or sell any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion  or exchange (determined by dividing (x) the total amount received or receivable by the Corporation as consideration for the issue or sale of such Convertible Securities, plus the aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof, by (y) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Conversion Price in effect immediately prior to the time of such issue or sale, then the total number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall (as of the date of the issue or sale of such Convertible Securities) be deemed to be outstanding and to have been issued for such price per share, provided that if any such issue  or sale of such Convertible Securities is made upon exercise of any rights to subscribe for or to purchase or any option to purchase any such Convertible Securities for which adjustments of the conversion price have been or are to be made pursuant to other provisions of this paragraph (iii), no further adjustment of the conversion price shall be made by reason of such issue or sale.

 

(C)                             If the terms of Convertible Security (or right or option to purchase such Convertible Security), the issuance of which resulted in an adjustment to the Conversion Price pursuant to the terms of Section (3)(h)(i), are revised as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Convertible Security (or right or option to purchase such Convertible Security) (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Convertible Security (or right or option to purchase such Convertible Security)) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any such Convertible Security or (2) any increase or decrease in the consideration payable to the Corporation upon such exercise, conversion and/or exchange, then, effective upon such increase or decrease becoming effective, the Conversion Price computed upon the original issue of such Convertible Security (or right or option to purchase such Convertible Security) (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Conversion Price as would have obtained had such revised terms been in  effect upon the original date of issuance of such Convertible Security (or right or option to purchase such Convertible Security). Notwithstanding the foregoing, no readjustment pursuant  to this clause (C) shall have the effect of increasing the Conversion Price to an amount which exceeds the lower of (i) the Conversion Price in effect immediately prior to the original adjustment made as a result of the issuance of such Convertible Security (or right or option to purchase such Convertible Security), or (ii) the Conversion Price that would have resulted from any issuances of Additional Shares of Common Stock (other than deemed issuances of Additional Shares of Common Stock as a result of the issuance of such Convertible Security   (or

 


 

right or option to purchase such Convertible Security)) between the original adjustment date and such readjustment date.

 

(D)                             If the terms of any Convertible Security (or right or option to purchase such Convertible Security) (excluding rights, options or Convertible Securities which are themselves Excluded Securities), the issuance of which did not result in an adjustment to the Conversion Price pursuant to the terms of Section 3(h)(i) (either because the consideration per share (determined pursuant to Section 3(h)(iii)) of the Additional Shares of Common Stock subject thereto was equal to or greater than the Conversion Price then in effect, or because such Convertible Security (or right or option to purchase such Convertible Security) was issued before the Original Issue Date for the Series F Preferred), are revised after the Original Issue Date for the Series F Preferred as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Convertible Security (or right or option to purchase such Convertible Security) (but excluding automatic adjustments to such terms pursuant to anti- dilution or similar provisions of such Convertible Security (or right or option to purchase such Convertible Security)) to provide for either (1) any increase in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of such Convertible Security (or right or option to purchase such Convertible Security) or (2) any decrease in the consideration payable to the Corporation upon such exercise, conversion or exchange, then such Convertible Security (or right or option to purchase such Convertible Security), as so amended or adjusted, and the Additional Shares of Common Stock subject thereto (determined in the manner provided in Section 3(h)(v)(A)) shall be deemed to have been issued effective upon such increase or decrease becoming effective.

 

(E)                              Upon the expiration or termination of any unexercised right or option to purchase Convertible Securities, or unconverted or unexchanged Convertible Security (or portion thereof) which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Conversion Price pursuant to the terms of Section 3(h), the Conversion Price shall be readjusted to such Conversion Price as would have obtained had such right or option to purchase Convertible Securities or Convertible Security (or portion thereof) never been issued.

 

(F)                               In case at any time any shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock, or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor. In case any  shares  of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined by the Board of Directors. In case any shares  of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued in connection with any merger of another corporation into the Corporation, the amount of consideration therefor shall be deemed  to be the fair value of the assets of such merged corporation as determined by the Board of Directors after deducting therefrom all cash and other consideration (if any) paid by the Corporation in connection with such merger.

 



 

(G)                             If the number of shares of Common Stock issuable upon  the exercise, conversion and/or exchange of any Convertible Security (or right or option to purchase such Convertible Security), or the consideration payable to the Corporation upon such exercise, conversion and/or exchange, is calculable at the time such Convertible Security (or  right or option to purchase such Convertible Security) is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the Conversion Price provided for  in this Section 3(h) shall be effected at the time of such issuance or amendment based on such number of shares or amount of consideration without regard to any provisions for subsequent adjustments (and any subsequent adjustments shall be treated as provided in clauses (C) and (D) of this Section 3(h)(v)). If the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any Convertible Security (or right or option to purchase such Convertible Security), or the consideration payable to the Corporation upon such exercise, conversion and/or exchange, cannot be calculated at all at the time such Convertible Security (or right or option to purchase such Convertible Security) is issued or amended, any adjustment to the Conversion Price that would result under the terms of this Section 3(h)(v) at the time of such issuance or amendment shall instead be effected at the time such number of shares and/or  amount of consideration is first calculable (even if subject to subsequent adjustments), assuming for purposes of calculating such adjustment to the Conversion Price that such issuance or amendment took place at the time such calculation can first be made.

 

(H)                            In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Conversion Price pursuant to the terms of Section 3(h)(i) and such issuance dates occur within a period of no more than one hundred eighty (180) days from the first such issuance to the final such issuance, then, upon the final such issuance, the Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).

 

(i)                                      No Impairment. The Corporation will not, through any reorganization, reclassification, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action taken, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in carrying out of all the provision of this Section 3 and in the taking of all such  action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Preferred Stock against impairment.

 

(j)                                      Certificate of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price pursuant to this Section 3, the Corporation at its expense shall promptly compute such adjustment and furnish to each holder of Preferred Stock subject to such adjustment a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any holder of Preferred Stock, furnish to such holder a like certificate setting forth (i) any and all adjustments or readjustment made to the Preferred Stock held by such holder since the date of filing of this Sixth Amended and Restated Certificate of Incorporation, (ii) the Conversion Price at the time in effect with respect to such Preferred Stock, and (iii) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of such Preferred Stock.

 



 

(k)                                   Notices of Record DateIn the event that the Corporation shall propose  at any time (i) to declare any dividend; (ii) to effect any reclassification, reorganization or recapitalization; or (iii) to effect a Liquidation; then, in connection with each such event, the Corporation shall send to the holders of Preferred Stock at least 20 days’ prior written notice of the reasonably anticipated date on which a record shall be taken for such dividend, Distribution  or subscription rights (and specifying the date on which the holders of stock shall be entitled thereto) or for determining rights to vote in respect of the matters referred to in clause (iii) above; provided that (A) with respect to the Series A Preferred, Series B Preferred, Series C Preferred or Series D Preferred, the holders of at least sixty-six percent (66%) of the then outstanding shares of any such series, (B) with respect to the Series E Preferred, the holders of at least sixty-three percent (63%) of the then outstanding shares of such series, and (C) with respect to the Series F Preferred, the holders of at least seventy percent (70%) of the then outstanding shares of such series may by written agreement waive the requirement for such prior written notice as to such series of Preferred Stock.

 

(l)                                      Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all then outstanding shares of Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

 

4.                                      Redemption.   The Preferred Stock is not redeemable.

 

5.                                      Voting.

 

(a)                                   Voting Together. Except as otherwise expressly provided herein or as required by law, the holders of the Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred, Series F Preferred and Common Stock shall vote together and not as separate classes on any matter presented to the stockholders of the Corporation for their action or consideration.

 

(b)                                   Preferred Stock. Each holder of shares of Preferred Stock shall  be entitled to the number of votes equal to the number of shares of Common Stock into which such shares of Preferred Stock held by such holder could be converted as of the record date. The holders of Preferred Stock shall be entitled to vote on all matters on which the Common Stock shall be entitled to vote. The holders of Preferred Stock shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Corporation. Fractional votes shall not, however,  be  permitted, and  any fractional  voting rights resulting from  the above  formula

 



 

(after aggregating all shares of Common Stock into which shares of Preferred Stock held by each holder could be converted) shall be disregarded.

 

(c)                                    Protective Provisions.

 

(i)                                   Notwithstanding Section 5(a) above, as long as any shares of Preferred Stock are outstanding, in addition to any other vote required by law, under this Sixth Amended and Restated Certificate of Incorporation or the Corporation’s Bylaws, the Corporation shall not, directly or indirectly (by amendment, merger, consolidation or otherwise) do any of the following (or commit to do any of the following) without first obtaining the approval (by vote or written consent, as provided by law) of the Required Preferred Vote, and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force or effect:

 

(A)                             create (by reclassification or otherwise) or authorize the creation of or issue or obligate itself to issue, any new class or series of securities or issue any class or series of capital stock having (or exchangeable, redeemable, exercisable or convertible into any class or series of capital stock having) rights, preferences, powers or privileges which are senior to, or pari passu with, the rights of the Preferred Stock, or reclassify, alter or amend  any existing class or series of securities to have any such rights, powers or privileges;

 

(B)                             consummate any Liquidation or consent to any Liquidation;

 

(C)                             acquire all or a controlling interest in the equity securities  of another entity, or all or substantially all of the assets of another entity, in exchange for equity securities of the Corporation, if such equity securities to be issued by the Corporation would constitute more than twenty percent (20%) of the capital stock of the Corporation outstanding immediately prior to such acquisition;

 

(D)                             pay or declare any dividend or Distribution on any shares  of the Corporation’s capital stock (other than a dividend on the then outstanding shares of Common Stock payable solely in shares of Common Stock);

 

(E)                              pay or apply any of the Corporation’s assets to the redemption or repurchase of any of the Corporation’s capital stock (except for the repurchase of shares of capital stock issued to or held by former employees, consultants, officers, directors or advisors of the Corporation at a price not greater than the lower of (i) fair market value at the time of such repurchase or (ii) the amount paid by such persons for such shares upon termination of their employment or services pursuant to agreements providing for the right of said repurchase);

 

(F)                               amend, alter, repeal or waive any provision of this Sixth Amended and Restated Certificate of Incorporation or the Corporation’s bylaws;

 

(G)                             increase or decrease the authorized number of directors of the Corporation;

 



 

(H)                            amend or waive any of the rights, preferences, powers or privileges of the Preferred Stock;

 

(I)                                 increase  or  decrease  the  number  of  authorized  shares of Preferred Stock; or

 

(J)                                 enter into a transaction with any affiliate of the Corporation on terms less favorable to the Corporation than those then available to the Corporation on an arms-length basis with an independent third party.

 

(ii)                                Notwithstanding Section 5(a) above, the Corporation shall not, directly or indirectly (by amendment, merger, consolidation, amendment or waiver of any provision of this Sixth Amended and Restated Certificate of Incorporation or the Corporation’s bylaws or otherwise) without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least eighty percent (80%) of the outstanding shares of Series A Preferred take any action that (i) materially and adversely affects the rights, preferences or privileges of the Series A Preferred in a manner different than the other series of Preferred Stock or (ii) amends or waives any provision of this Sixth Amended and Restated Certificate of Incorporation or the Corporation’s bylaws that materially and adversely affects the rights, preferences or privileges the Series A Preferred in a manner different than the other series of Preferred Stock.

 

(iii)                             Notwithstanding Section 5(a) above, the Corporation shall not, directly or indirectly (by amendment, merger, consolidation, amendment or waiver of any provision of this Sixth Amended and Restated Certificate of Incorporation or the Corporation’s bylaws or otherwise) without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least eighty percent (80%) of the outstanding shares of Series B Preferred take any action that (i) materially and adversely affects the rights, preferences or privileges of the Series B Preferred in a manner different than the other series of Preferred Stock or (ii) amends or waives any provision of this Sixth Amended and Restated Certificate of Incorporation or the Corporation’s bylaws that materially and adversely affects the rights, preferences or privileges the Series B Preferred in a manner different than the other series of Preferred Stock.

 

(iv)                            Notwithstanding Section 5(a) above, the Corporation shall not, directly or indirectly (by amendment, merger, consolidation, amendment or waiver of any provision of this Sixth Amended and Restated Certificate of Incorporation or the Corporation’s bylaws or otherwise) without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least eighty percent (80%) of the outstanding shares of Series C Preferred take any action that (i) materially and adversely affects the rights, preferences or privileges of the Series C Preferred in a manner different than the other series of Preferred Stock or (ii) amends or waives any provision of this Sixth Amended and Restated Certificate of Incorporation or the Corporation’s bylaws that materially and adversely affects the rights, preferences or privileges the Series C Preferred in a manner different than the other series of Preferred Stock.

 



 

(v)                               Notwithstanding Section 5(a) above, the Corporation shall not, directly or indirectly (by amendment, merger, consolidation, amendment or waiver of any provision of this Sixth Amended and Restated Certificate of Incorporation or the Corporation’s bylaws or otherwise) without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least eighty percent (80%) of the outstanding shares of Series D Preferred take any action that (i) materially and adversely affects the rights, preferences or privileges of the Series D Preferred in a manner different than the other series of Preferred Stock or (ii) amends or waives any provision of this Sixth Amended and Restated Certificate of Incorporation or the Corporation’s bylaws that materially and adversely affects the rights, preferences or privileges the Series D Preferred in a manner different than the other series of Preferred Stock.

 

(vi)                            Notwithstanding Section 5(a) above, the Corporation shall not, directly or indirectly (by amendment, merger, consolidation, amendment or waiver of any provision of this Sixth Amended and Restated Certificate of Incorporation or the Corporation’s bylaws or otherwise) without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least sixty-three percent (63%) of the outstanding shares of Series E Preferred take any action that (i) materially and adversely affects the rights, preferences or privileges of the Series E Preferred in a manner different than the other series of Preferred Stock or (ii) amends or waives any provision of this Sixth Amended and Restated Certificate of Incorporation or the Corporation’s bylaws that materially and adversely affects the rights, preferences or privileges the Series E Preferred in a manner different than the other series of Preferred Stock.

 

(vii)                         Notwithstanding Section 5(a) above, the Corporation shall not, directly or indirectly (by amendment, merger, consolidation, amendment or waiver of any provision of this Sixth Amended and Restated Certificate of Incorporation or the Corporation’s bylaws or otherwise) without first obtaining the approval (by vote or written consent, as provided by law)  of the holders of at least seventy percent (70%) of the outstanding shares of Series F Preferred take any action that (i) materially and adversely affects the rights, preferences or privileges of the Series F Preferred in a manner different than the other series of Preferred Stock, or (ii) amends or waives any provision of this Sixth Amended and Restated Certificate of Incorporation or the Corporation’s bylaws that materially and adversely affects the rights, preferences or privileges the Series F Preferred in a manner different than the other series of Preferred Stock.

 

(d)                                   Election of Directors. The size of the Board of Directors shall be nine (9) members. At each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors:

 

(i)                           The holders of Common Stock, voting as a single, separate class, shall be entitled to elect one (1) member of the Board of Directors, to remove such director from office and to fill any vacancy caused by the resignation, death or removal of such director.

 

(ii)                                The holders of the Series A Preferred, voting together as a single, separate class, shall be entitled to elect two (2) members of the Board of Directors (the “Series A

 



 

Directors”), to remove such directors from office and to fill any vacancy caused by the resignation, death or removal of such directors.

 

(iii)                             The holders of the Series B Preferred, voting together as a single, separate class, shall be entitled to elect one (1) member of the Board of Directors (the “Series B Director”), to remove such director from office and to fill any vacancy caused by the resignation, death or removal of such director.

 

(iv)                            The holders of the Series E Preferred, voting together as a single, separate class, shall be entitled to elect one (1) member of the Board of Directors (the “Series E Director”), to remove such director from office and to fill any vacancy caused by the resignation, death or removal of such director.

 

(v)                               The holders of the Series F Preferred, voting together as a single, separate class, shall be entitled to elect one (1) member of the Board of Directors (the “Series F Director” and together with the Series A Directors, the Series B Director, and the Series E Director, the “Preferred Directors”), to remove such director from office and to fill  any vacancy caused by the resignation, death or removal of such director.

 

(vii) The holders of the Common Stock, the holders of the Series A Preferred, the holders of the Series B Preferred, the holders of the Series C Preferred, the holders of the Series D Preferred, the holders of the Series E Preferred and the holders of the Series F Preferred voting together as a single class shall be entitled to elect together the remaining members of the Board of Directors, to remove such directors from office and to fill any vacancy caused by the resignation, death or removal of such directors.

 

6.                                              Notices. Any notice required by the provisions of this Article FOURTH to be given to the holders of Preferred Stock shall be deemed given if deposited in the United States mail, postage prepaid, if deposited with a nationally recognized overnight courier, or if  personally delivered, and addressed to each holder of record at such holder’s address appearing on the books of the Corporation.

 

7.                                              Status of Converted Stock. In the event any shares of Preferred Stock shall be converted pursuant to Section 3 hereof, the shares so converted shall be canceled and shall not be issuable by the Corporation, and this Sixth Amended and Restated Certificate shall be appropriately amended to effect the corresponding reduction in this Corporation’s authorized capital stock.

 

8.                                              Waivers. Other than  the  specific  series  vote  rights  granted  in  Sections  5(c)(ii) through 5(c)(vii) and Section 3(k), which shall require the specific series votes as set forth therein, any of the rights, powers, preferences and other terms of the Preferred Stock set forth herein may be waived on behalf of all holders of Preferred Stock by the affirmative written consent or vote of the holders of the Required Preferred Vote.

 

C.                                            Common Stock. Except as otherwise provided by law  or  this Sixth Amended and Restated Certificate, the Common Stock shall have terms and provisions as follows:

 



 

1.                                             Voting Rights. Except as otherwise required by law or this Sixth Amended and Restated Certificate of Incorporation, each holder of Common Stock shall have one vote in respect of each share of stock held by him of record on the books of the Corporation for the election of directors and on all matters submitted to a vote of stockholders of the Corporation. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of this Corporation entitled to vote, voting together on an as-converted basis, and without a separate vote by the holders of Common Stock, irrespective of the  provisions of Section 242(b)(2) of the Delaware General Corporation Law.

 

2.                                             Dividends. The holders of shares of Common Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of the assets of the Corporation which are by law available therefor, dividends payable in cash, in property or in shares of capital stock.  The right of the holders of Common Stock to receive dividends is subject to the provisions of the Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred and Series F Preferred.

 

3.                                             Dissolution, Liquidation or Winding Up. Upon a Liquidation, the assets of this Corporation shall be distributed as provided in Section 2 of this Article Fourth.

 

FIFTH

 

In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware:

 

A.                                           The Board of Directors is expressly authorized to adopt, amend or repeal the bylaws of the Corporation, subject to the provisions of this Sixth Amended and Restated Certificate of Incorporation.

 

B.                                           Elections of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

 

C.                                           The books of the Corporation may be kept at such place within or without the State of Delaware as the bylaws of the Corporation may provide or as may be designated from time to time by the Board of Directors.

 

SIXTH

 

A.                                           The liability of the directors of the Corporation for monetary damages shall be eliminated to the fullest extent under applicable law. To the fullest extent permitted by the Delaware General Corporation Law as it now exists or as it may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any  breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for any transaction

 



 

from which the director derived an improper personal benefit. If the Delaware General Corporation Law is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation, shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law as so amended.

 

B.                                            Any amendment, repeal or modification of the foregoing provisions of this Article SIXTH, or the adoption of any provision of this Sixth Amended and Restated Certificate of Incorporation inconsistent with this Article SIXTH, shall be prospective only, and shall not adversely affect any right or protection of a director of the Corporation existing at the time of such amendment, repeal, modification or adoption.

 

SEVENTH

 

A.                                            Right to Indemnification of Directors and Officers. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an “Indemnified Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a  director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Indemnified Person in such Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in Section C of this Article SEVENTH, the Corporation shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Board of Directors.

 

B.                                            Prepayment of Expenses of Directors and Officers. The Corporation shall pay the expenses (including attorneys’ fees) incurred by an Indemnified Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be  made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Article SEVENTH or otherwise.

 

C.                                            Claims by Directors and Officers. If a claim for indemnification or  advancement of expenses under this Article SEVENTH is not paid in full within 30 days after a written claim therefor by the Indemnified Person has been received by the Corporation, the Indemnified Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

 



 

D.                                            Indemnification of Employees and Agents. The Corporation may indemnify  and advance expenses to any person who was or is made or is threatened to be made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Corporation or, while an employee or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-director or officer employees or agents shall be made in such manner as is determined by the Board of Directors in its sole discretion. Notwithstanding the foregoing sentence, the  Corporation shall not be required to indemnify a person in connection with a Proceeding initiated by such person if the Proceeding was not authorized in advance by the Board of Directors.

 

E.                                             Advancement of Expenses of Employees and  Agents.  The Corporation may pay the expenses (including attorneys’ fees) incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Board of Directors.

 

F.                                              Non-Exclusivity of Rights. The rights conferred on any person by this Article SEVENTH shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, the Bylaws of the Corporation, agreement, vote of stockholders or disinterested directors or otherwise.

 

G.                                            Other Indemnification. The Corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer or employee of another corporation, partnership, limited liability company, joint venture, trust, organization or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, limited liability company, joint venture, trust, organization or other enterprise.

 

H.                                           Insurance. The Board of Directors may, to the full extent permitted  by  applicable law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain  at  the  Corporation’s  expense  insurance: (a) to indemnify the Corporation for any obligation which it incurs as a result of the indemnification of directors, officers and employees under the provisions of this Article SEVENTH; and (b) to indemnify or insure directors, officers and employees against liability in instances in which they may not otherwise be indemnified by the Corporation under the provisions of this Article SEVENTH.

 

I.                                                Amendment or Repeal. Any amendment, repeal or modification of  the  foregoing provisions of this Article SEVENTH shall not adversely affect any right or protection of a director, officer, agent or other person existing at the time of, or increase the liability of any

 



 

director of this Corporation with respect to any acts or omissions of such director, officer or  agent occurring prior to such amendment, repeal or modification.

 

EIGHTH

 

The Corporation renounces, to the fullest extent permitted by law, any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, (i) any director of the Corporation who is not an employee of the Corporation or any of its subsidiaries, or (ii) any holder of Preferred Stock or any partner, member, director, stockholder, employee or agent of any such holder, other than someone who is an employee of the Corporation or any of its subsidiaries (collectively, “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of the Corporation

 

NINTH

 

The Corporation reserves the right to amend or repeal any provision contained in this Sixth Amended and Restated Certificate, in the manner now or hereafter prescribed by law, and all rights conferred upon a stockholder herein are granted subject to this reservation.

 



EX-3.2 3 a2235179zex-3_2.htm EX-3.2

Exhibit 3.2

 

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

OF

INSPIRE MEDICAL SYSTEMS, INC.

 

I, Timothy P. Herbert, the President of Inspire Medical Systems, Inc., a Delaware corporation, do hereby certify that by resolutions in lieu of special meetings of the stockholders and directors of said corporation effective as of February 21, 2017, the following resolutions were adopted in writing by the stockholders and directors, pursuant to Section 242 of Delaware General Corporation Law:

 

RESOLVED, that paragraph A of Article Fourth of the Sixth Amended and Restated Certificate of Incorporation of this corporation shall be amended to read as follows:

 

A.                                    Authorized SharesThe Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.”  The aggregate number of shares that the Corporation shall have authority to issue is One Hundred Eighty-Six Million Eight Hundred Ninety-Four Thousand Six Hundred Twenty (186,894,620) shares of which One Hundred Ten Million (110,000,000) shall be Common Stock, par value of $0.001 per share (the “Common Stock”), and Seventy-Six Million Eight Hundred Ninety-Four Thousand Six Hundred Twenty (76,894,620) of which shall be Preferred Stock, par value of $0.001 per share (the “Preferred Stock”).  The Preferred Stock shall be divided into series from time to time.  The first series shall consist of Five Million Three Hundred Seventy Five Thousand Five Hundred Seven (5,375,507) shares and shall be designated the “Series A Preferred”.  The second series shall consist of Eight Million Seven Hundred Six Thousand Nine Hundred Nine (8,706,909) shares and shall be designated the “Series B Preferred”.  The third series shall consist of Fourteen Million Ninety-One Thousand Five Hundred Eighty-Nine (14,091,589) shares and shall be designated the “Series C Preferred”.  The fourth series shall consist of Five Million Six Hundred Eighty-Three Thousand Two Hundred Ninety-Two (5,683,292) shares and shall be designated the “Series D Preferred”.  The fifth series shall consist of Fifteen Million Three Hundred Seventy-Three Thousand Ninety-One (15,373,091) shares and shall be designated the “Series E Preferred”. The sixth series shall consist of Twenty-Seven Million Six Hundred Sixty-Four Thousand Two Hundred Thirty-Two (27,664,232) shares and shall be designated the “Series F Preferred”.

 

RESOLVED FURTHER, that section 3(a) of paragraph B of Article Fourth of the Sixth Amended and Restated Certificate of Incorporation of this corporation shall be amended to read as follows:

 

(a)                                 Right to Convert.  Each share of Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share at the office of the Corporation or any transfer agent for the Preferred Stock, into that number of fully-paid and nonassessable shares of Common Stock determined by dividing the Series A Original Issue Price, Series B Original Issue Price, Series C Original Issue Price, Series D Original Issue Price, Series E Original Issue Price, or Series F Original Issue Price, as the case may be, by the applicable Conversion Price for such series.  The “Conversion Price” for (i) the Series A Preferred shall

 



 

initially be the Series A Original Issue Price, (ii) the Series B Preferred shall initially be $1.49, (iii) the Series C Preferred shall initially be the Series C Original Issue Price, (iv) the Series D Preferred shall initially be the Series D Original Issue Price, (v) the Series E Preferred shall initially be $2.28, and the Series F Preferred shall initially be the Series F Original Issue Price, and the Conversion Price shall be subject to adjustment as provided for in this Section 3.  The number of shares of Common Stock into which each share of Preferred Stock may be converted is hereinafter referred to as the “Conversion Rate” of such Preferred Stock.  Upon any decrease or increase in the Conversion Price for the Series A Preferred, Series B Preferred, Series C Preferred, Series D Preferred, Series E Preferred or Series F Preferred as described in this Section 3, the Conversion Rate for such series shall be appropriately increased or decreased.

 

RESOLVED FURTHER, that the definition of “Original Issue Date” with respect to the Series F Preferred is hereby amended to be the date of the “Secondary Closing” under the Series F Preferred Stock Purchase Agreement pursuant to which the Series F Preferred was first issued.

 

RESOLVED FURTHER, that the President of this corporation is authorized and directed to make and execute a Certificate of Amendment embracing the foregoing resolution and to cause such Certificate of Amendment to be filed for record in the manner required by law.

 

IN WITNESS WHEREOF, I have hereto set my hand this 21st day of February, 2017.

 

 

 

/s/ Timothy P. Herbert

 

Timothy P. Herbert, President

 



EX-3.3 4 a2235179zex-3_3.htm EX-3.3

Exhibit 3.3

 

BYLAWS

 

OF

 

INSPIRE MEDICAL SYSTEMS, Inc.

 

Inspire Medical Systems, Inc.

7100 Northland Circle North

Suite 304

Brooklyn Park, MN 55428

 

1



 

Table of Contents

 

ARTICLE I

1

 

 

SHAREHOLDERS

1

 

 

1. Special Provision regarding Voting Agreement

1

 

 

2. Annual Meeting

1

 

 

3. Special Meetings

1

 

 

4. Place or Meetings

1

 

 

5. Notice of Meetings

2

 

 

6. Waiver of Notice

2

 

 

7. Inspectors of Election

2

 

 

8. List of Shareholders at Meetings

3

 

 

9. Qualification of Voters

3

 

 

10. Quorum of Shareholders

4

 

 

11. Proxies

4

 

 

12. Vote or Consent of Shareholders

4

 

 

13. Fixing The Record Date

5

 

 

ARTICLE II

5

 

 

BOARD OF DIRECTORS

5

 

 

1. Power of Board and Qualification of Directors

5

 

 

2. Number of Directors

5

 

 

3. Election and Term or Directors

5

 

 

4. Quorum of Directors and Action by the Board

5

 

 

5. Meetings of the Board

6

 

 

6. Resignation

6

 

 

7. Removal of Director

7

 

 

8. Newly Created Directorships and Vacancies

7

 



 

9. Executive and Other Committees of Directors

7

 

 

10. Compensation of Directors

7

 

 

11. Interest or Directors in a Transaction

7

 

 

ARTICLE III

8

 

 

OFFICERS

8

 

 

1. Election of Officers

8

 

 

2. Other Officers

8

 

 

3. Compensation

8

 

 

4. Term of Office and Removal

8

 

 

5. President

9

 

 

6. Vice Presidents

9

 

 

7. Secretary and Assistant Secretaries

9

 

 

8. Treasurer and Assistant Treasurers

10

 

 

9. Books and Records

10

 

 

10. Checks, Notes, etc.

11

 

 

ARTICLE IV

11

 

 

CERTIFICATES AND TRANSFERS OF SHARES

11

 

 

1. Forms of Share Certificates

11

 

 

2. Transfers of Shares

11

 

 

3. Lost, Stolen or Destroyed Share Certificates

12

 

 

ARTICLE V

12

 

 

OTHER MATTERS

12

 

 

1. Corporate Seal

12

 

 

2. Fiscal Year

12

 

 

3. Amendments

12

 



 

BYLAWS

 

OF

 

INSPIRE MEDICAL SYSTEMS, INC.

 

ARTICLE I

 

SHAREHOLDERS

 

1. Special Provision regarding Voting Agreement

 

As of the date of the adoption of these Bylaws, there has been executed a Voting Agreement between Inspire Medical Systems, Inc (the “Corporation”) and the Series A investors dated contemporaneously herewith.  All provisions of these Bylaws are subject to the provisions of the Voting Agreement and in the event of any conflict, the provisions of the voting Agreement shall be controlling.

 

2. Annual Meeting

 

A meeting or the shareholders shall be held annually for the election of directors and the transaction of other business on such date in each year as may be determined by the Board of Directors, but in no event later than 100 days after the anniversary of the date of incorporation of the Corporation.

 

3. Special Meetings

 

Special meetings of the shareholders may be called by the Board of Directors, Chairman of the Board or President and shall be called by the Board upon the written request of the holders of record of a majority of the outstanding shares of the Corporation entitled to vote at the meeting requested to be called. Such request shall state the purpose or purposes of the proposed meeting. At such special meetings, the only business which may be transacted is that relating to the purpose or purposes set forth in the notice thereof.

 

4. Place or Meetings

 

Meetings of the shareholders shall be held at such place within or outside of the State of Minnesota as may be fixed by the Board of Directors.  If no place is so fixed, such meetings shall be held at the principal office of the Corporation.

 

1



 

5. Notice of Meetings

 

Notice of each meeting of the shareholders shall be given in writing and shall state the place, date and hour of the meeting and the purpose or purposes for which the meeting is called. Notice of a special meeting shall indicate that it is being issued by or at the direction or the person or persons calling or requesting the meeting.

 

If, at any meeting, action is proposed to be taken which, if taken, would entitle objecting shareholders to receive payment for their shares, the notice shall include a statement of that purpose and to that effect.

 

A copy of the notice of each meeting shall be given, personally, by first class mail or by telefax or email, not less than ten nor more than sixty days before the date of the meeting, to each shareholder entitled to vote at such meeting.  If mailed, such notice shall be deemed to have been given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at their address as it appears on the record of the shareholders, or, if they shall have filed with the Secretary of the Corporation a written request that notices to them be mailed to some other address, then directed to them at such other address.

 

When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken.  At the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting.  However, if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice under this Section 5.

 

6. Waiver of Notice

 

Notice of a meeting need not be given to any shareholder who submitted a signed waiver of notice, in person or by proxy, whether before or after the meeting.  The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the start of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by the shareholder.

 

7. Inspectors of Election

 

The Board of Directors, in advance of any shareholders’ meeting, may appoint one or more inspectors to act at the meeting or any adjournment thereof.  If inspectors are not so appointed, the person presiding at a shareholders’ meeting may, and on the request of any shareholder entitled to vote thereat shall, appoint two inspectors.  In case any person appointed fails to appear or act, the vacancy may be filled by appointment in advance of the meeting by the Board or at the meeting by the person presiding thereat.  Each inspector, before entering upon the discharge of their duties, shall take and sign an oath faithfully to execute the duties of such inspector at such meeting with strict impartiality and according to the best of their ability.

 

The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the validity and effect off

 

2



 

proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote at the meeting, count and tabulate all votes, ballots or consents, determine the result thereof, and do such acts as are proper to conduct the election or vote with fairness to all shareholders, all such action shall be taken in timely fashion by the inspectors so as not to impede the orderly conduct or the progress of the meeting.  On request of the person presiding at the meeting, or of any shareholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge; question or matter determined by them and shall execute a certificate of any fact found by them.  Any report or certificate made by them shall be prima facie evidence of the facts stated and of any vote certified by them.

 

8. List of Shareholders at Meetings

 

A list of the shareholders as of the record date, certified by the Secretary or any Assistant Secretary or by a transfer agent, shall be produced at any meeting of the shareholders upon the request thereat or prior thereto of any shareholder.  If the right to vote at any meeting is challenged, the inspectors of election, or the person presiding thereat, shall require such list of the shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.

 

9. Qualification of Voters

 

Unless otherwise provided in the Certificate of Incorporation, every shareholder of record shall be entitled at every meeting of the shareholders to one vote for every share standing in its name of the record of the shareholders.

 

Treasury shares as of the record date and shares held as of the record date by another domestic or foreign corporation of any kind, if a majority of the shares entitled to vote in the election of directors of such other corporation is held as of the record date by the Corporation, shall not be shares entitled to vote or to be counted in determining the total number of outstanding shares.

 

Shares held by an administrator, executor, guardian, conservator, committee or other fiduciary, other than a trustee, may be voted by such fiduciary, either in person or by proxy, without the transfer of such shares into the name of such fiduciary.  Shares held by a trustee may be voted by him or her, either in person or by proxy, only after the shares have been transferred into their name as trustee or into the name of the nominee.

 

Shares standing in the name of another domestic or foreign corporation of any type or kind may be voted by such officer, agent or proxy as the bylaws of such corporation may provide, or, in the absence of such provision, as the board of directors of such corporation may determine.

 

No shareholder shall sell their vote, or issue a proxy to vote, to any person for any sum of money or anything of value except as permitted by law.

 

3



 

10. Quorum of Shareholders

 

The holders of a majority of the shares of the Corporation issued and outstanding and entitled to vote at any meeting of the shareholders shall constitute a quorum at such meeting for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or series, voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum for the transaction of such specified item of business.

 

When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.

 

The shareholders who are present in person or by proxy and who are entitled to vote may, by a majority of votes cast, adjourn the meeting despite the absence of a quorum.

 

11. Proxies

 

Every shareholder entitled to vote at a meeting of the shareholders, or to express consent or dissent without a meeting, may authorize another person or persons to act for them by proxy.

 

Every proxy must be signed by the shareholder or its attorney.  No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy.  Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

 

The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy, unless before the authority is exercised written notice of an adjudication of such incompetence or of such death is received by the Secretary or any Assistant Secretary.

 

12. Vote or Consent of Shareholders

 

Directors, except as otherwise required by law, shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election.

 

Whenever any corporate action, other than the election of directors is to be taken by vote of the shareholders, it shall, except as otherwise required by law, be authorized by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

 

Any action to be taken by the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded.

 

4


 

13. Fixing the Record Date

 

For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors may fix, in advance, a date as the record date for any such determination of shareholders.  Such date shall not be less than ten nor more than sixty days before the date of such meeting, nor more than sixty days prior to any other action.

 

When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

 

ARTICLE II

 

BOARD OF DIRECTORS

 

1. Power of Board and Qualification of Directors

 

The business of the Corporation shall be managed by the Board of Directors.  Each director shall be at least eighteen years or age.

 

2. Number of Directors

 

The number of directors constituting the entire Board of Directors shall be the number, not less than one nor more than ten, fixed from time to time by a majority of the total number of directors which the Corporation would have, prior to any increase or decrease, if there were no vacancies, provided, however that no decrease shall shorten the terms of an incumbent director.  Until otherwise fixed by the directors, the number of directors constituting the entire Board shall be seven.

 

3. Election and Term or Directors

 

At each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting and until their successors have been elected and qualified or until their death, resignation or removal in the manner hereinafter provided.

 

4. Quorum of Directors and Action by the Board

 

A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and except where otherwise provided herein, the vote of a majority of the directors present at a meeting at the time of such vote, if a quorum is then present, shall be the act of the Board.

 

5



 

Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action.  The resolution and the written consent thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.

 

5. Meetings of the Board

 

An annual meeting of the Board of Directors shall he held in each year directly after the annual meeting of shareholders.  Regular meetings of the Board shall be held at such times as may be fixed by the Board.  Special meetings of the Board may be held at any time upon the call of the President or any two directors.

 

Meetings of the Board of Directors shall be held at such places as may be fixed by the Board for annual and regular meetings and in the notice of meeting for special meetings.  If no place is so fixed, meetings of the Board shall be held at the principal office of the Corporation.  Any one or more members of the Board of Directors may participate in meetings by means of a conference telephone or similar communications equipment.

 

No notice need be given of annual or regular meetings of the Board of Directors.  Notice of each special meeting of the Board shall be given to each director either by mail not later than noon, central time, on the third day prior to the meeting, or by telefax, email, written message or orally not later than noon, central time, on the day prior to the meeting.  Notices are deemed to have been properly given if given: by mail, when deposited in the United States mail, by telefax or email at the time of transmission, or by messenger at the time of delivery. Notices by mail, telefax, email or messenger shall be sent to each director at the address designated by them for that purpose, or, if none has been so designated, at their last known residence or business address.

 

Notice of a meeting of the Board of Directors need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to any director.

 

A notice, or waiver of notice, need not specify the purpose of any meeting of the Board of Directors.

 

A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.  Notice or any adjournment of a meeting to another time or place shall be given, in the manner described above, to the directors who were not present at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.

 

6. Resignation

 

Any director of the Corporation may resign at any time by giving written notice to the Board of Directors or the President or to the Secretary of the Corporation.  Such resignation shall take effect at the time specified therein; and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.

 

6



 

7. Removal of Director

 

Any one or more of the directors may be removed for cause by action of the Board of Directors. Any or all of the directors may be removed with or without cause by vote of the shareholders.

 

8. Newly Created Directorships and Vacancies

 

Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason, except the removal of directors by shareholders, may be filled by vote of a majority of the directors then in office although less than a quorum exists.  Vacancies occurring as a result of the removal of directors by shareholders shall be filled by the shareholders.  A director elected to fill a vacancy shall be elected to hold office for the unexpired term of his predecessor.

 

9. Executive and Other Committees of Directors

 

The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee and other committees each consisting of three or more directors and each of which, to the extent provided in the resolution, shall have all the authority of the Board, except that no such committee shall have authority as to the following matters: (a) the submission to shareholders of any action that needs shareholders’ approval; (b) the filling of vacancies in the Board or in any committee; (c) the fixing of compensation of the directors for serving on the Board or on any committee; (d) the amendment or repeal of the bylaws, or the adoption of new bylaws; (e) the amendment or repeal of any resolution of the Board which, by its term, shall not be so amendable or repealable; or (f) the removal or indemnification of directors.

 

The Board of Directors may designate one or more directors as alternate members on any such committee, who may replace any absent member or members at any meeting of such committee.

 

Unless a greater proportion is required by the resolution designating a committee, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members present at a meeting at the time of such vote, if a quorum is then present, shall be the act of such committee.

 

Each such committee shall serve at the pleasure of the Board of Directors.

 

10. Compensation of Directors

 

The Board of Directors shall have authority to fix the compensation of directors for services in any capacity.

 

11. Interest of Directors in a Transaction

 

Un1ess shown to be unfair and unreasonable as to the Corporation, no contract or other transaction between the Corporation and one or more of its directors, or between the Corporation and any other corporation, firm, association or other entity in which one or more of the directors

 

7



 

are directors or officers, or are financially interested, shall be either void or voidable, irrespective of whether such interested director or directors are present at a meeting of the Board of Directors, or of a committee thereof; which authorizes such contract or transaction and irrespective of whether their votes are counted for such purpose.  In the absence of fraud any such contract and transaction conclusively may be authorized or approved as fair and reasonable by: (a) the Board of Directors or a duly empowered committee thereof, by a vote sufficient for such purpose without counting the vote or votes of such interested director or directors (although such interested director or directors may be counted in determining the presence of a quorum at the meeting which authorizes such contract or transaction), if the fact of such common directorship, officership or financial interest is disclosed or known to the Board or committee, as the case may be; or (b) the shareholders entitled to vote for the election of directors, if such common directorship, officership or financial interest is disclosed or known to such shareholders.

 

Notwithstanding the foregoing, no loan, except advances in connection with indemnification, shall be made by the Corporation to any director unless it is authorized by vote of the shareholders without counting any shares of the director who would be the borrower or unless the director who would be the borrower is the sole shareholder of the Corporation.

 

ARTICLE III

 

OFFICERS

 

1. Election of Officers

 

The Board of Directors, as soon as may be practicable after the annual election of directors, shall elect a President, a Secretary, and a Treasurer, and from time to time may elect or appoint such other officers as it may determine.  Any two or more offices may be held by the same person. The Board of Directors may also elect one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers.

 

2. Other Officers

 

The Board of Directors may appoint such other officers and agents as it shall deem necessary that shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

 

3. Compensation

 

The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.

 

4. Term of Office and Removal

 

Each officer shall hold office for the term for which they are elected or appointed and until their successor has been elected or appointed and qualified.  Unless otherwise provided in the resolution of the Board of Directors electing or appointing an officer, their term of office shall extend to and expire at the meeting of the Board following the next annual meeting of shareholders.  Any officer may be removed by the Board with or without cause, at any time.

 

8



 

Removal of an officer without cause shall be without prejudice to their contract rights, if any, and the election or appointment of an officer shall not of itself create contract rights.

 

5. President

 

The President shall be the chief executive officer of the Corporation, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.  The President shall also preside at all meetings of the shareholders and the Board of Directors.

 

The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

 

6. Vice Presidents

 

The Vice Presidents, in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election, during the absence or disability of or refusal to act by the President, shall perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors shall prescribe.

 

7. Secretary and Assistant Secretaries

 

The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose, and shall perform like duties for the standing committees when required.  The Secretary shall give or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision the Secretary shall be.  The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the Secretary’s signature or by the signature of such Assistant Secretary.  The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by their signature.

 

The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order designated by the Board of Directors, or in the absence of such designation then in the order of their election, in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act, shall perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

 

9



 

8. Treasurer and Assistant Treasurers

 

The Treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation; and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

 

The Treasurer shall disburse the funds as may be ordered by the Board or Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all their transactions as Treasurer and of the financial condition of the Corporation.

 

If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of the Treasurer, and for the restoration to the Corporation, in the case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the possession or under the control of the Treasurer belonging to the Corporation.

 

The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order designated by the Board of Directors, or in the absence of such designation, then in the order of their election, in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, shall perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

 

9. Books and Records

 

The Corporation shall keep: (a) correct and complete books and records of account; (b) minutes of the proceedings of the shareholders, Board of Directors and any committees of directors; and (c) a current list of the directors and officers and their residence addresses.  The Corporation shall also keep at its office in the State or Minnesota or at the office of its transfer agent or registrar in the State of Minnesota, if any, a record containing the names and addresses of all shareholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof.

 

The Board of Directors may determine whether and to what extent and at what times and places and under what conditions and regulations any accounts, books, records or other documents of the Corporation shall be open to inspection, and no creditor, security holder or other person shall have any right to inspect any accounts, books, records or other document of the Corporation except as conferred by statute or as so authorized by the Board.

 

10



 

10. Checks, Notes, etc.

 

All checks and drafts on, and withdrawals from the Corporation’s accounts with banks or other financial institutions, and all bills of exchange, notes and other instruments for the payment of money, drawn, made, endorsed, or accepted by the Corporation, shall be signed on its behalf by the person or persons thereunto authorized by, or pursuant to resolution of the Board of Directors.

 

ARTICLE IV

 

CERTIFICATES AND TRANSFERS OF SHARES

 

1. Forms of Share Certificates

 

The shares of the Corporation shall be represented by certificates, in such forms as the Board of Directors may prescribe, signed by the President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer.  The shares may be sealed with the seal of the Corporation or a facsimile thereof.   The signatures of the officers upon a certificate may be a facsimile if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or its employee.  In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of issue.

 

Each certificate representing shares issued by the Corporation shall set forth upon the face or back of the certificate, or shall state that the Corporation will furnish to any shareholder upon request and without charge, a full statement of the designation, relative rights, preferences and limitations of the shares of each class of shares, if more than one, authorized to be issued and the designation, relative rights, preferences and limitations of each series of any class of preferred shares authorized to be issued so far as the same have been fixed, and the authority of the Board of Directors to designate and fix the relative rights, preferences and limitations of other series.

 

Each certificate representing shares shall state upon the face thereof: (a) that the Corporation is formed under the laws of the State of Delaware; (b) the name of the person or persons to whom issued; and (c) the number and class of shares, and the designation of the series, if any, which such certificate represents.

 

2. Transfers of Shares

 

Shares of the Corporation shall be transferable on the shareholder records of the Corporation upon presentment to the Corporation, or a transfer agent, of a certificate or certificates representing the shares requested to be transferred, with proper endorsement on the certificate or on a separate accompanying document, together with such evidence of the payment of transfer taxes and compliance with other provisions of law as the Corporation or its transfer agent may require.

 

11



 

3. Lost, Stolen or Destroyed Share Certificates

 

No certificate for shares of the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or wrongfully taken, except, if and to the extent required by the Board of Directors upon: (a) production of evidence of loss, destruction or wrongful taking; (b) delivery of a bond indemnifying the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, destruction or wrongful taking of the replaced certificate or the issuance of the new certificate; (c) payment of the expenses of the Corporation and its agents incurred in connection with the issuance of the new certificate; and (d) compliance with other such reasonable requirements as may be imposed.

 

ARTICLE V

 

OTHER MATTERS

 

1. Corporate Seal

 

The Board of Directors may adopt a corporate seal, alter such seal at pleasure, and authorize it to be used by causing it or a facsimile to be affixed or impressed or reproduced in any other manner.  The Board of Directors may, in its discretion, determine that no corporate seal shall be used by the corporation.

 

2. Fiscal Year

 

The fiscal year of the Corporation shall be the twelve months ending December 31st, or such other period as may be fixed by the Board of Directors.

 

3. Amendments

 

Bylaws of the Corporation may be adopted, amended or repealed by vote of the holders of the shares at the time entitled to vote in the election of any directors.  Bylaws may also be adopted, amended or repealed by the Board of Directors, but any bylaws adopted by the Board may be amended or repealed by the shareholders entitled to vote thereon as herein above provided.

 

If any bylaw regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the bylaw so adopted, amended or repealed, together with a concise statement of the changes made.

 

 

Date:

 

 

Signed:

/s/Timothy P. Herbert

 

 

 

 

Timothy P. Herbert, President and Secretary

 

12



EX-4.2 5 a2235179zex-4_2.htm EX-4.2

Exhibit 4.2

 

INSPIRE MEDICAL SYSTEMS, INC.

 

FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

 

October 25, 2016

 



 

FIFTH AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT

 

This Fifth Amended and Restated Investor Rights Agreement (the “Agreement”) is made as of October 25, 2016, among Inspire Medical Systems, Inc., a Delaware corporation (the “Company”) and the stockholders listed on Exhibit A hereto (individually an “Investor” and collectively, the “Investors”).

 

RECITALS

 

WHEREAS, the Company and certain of the Investors entered into a Series A Preferred Stock Purchase Agreement (the “Series A Purchase Agreement”) dated November 28, 2007, a Series B Preferred Stock Purchase Agreement (the “Series B Purchase Agreement”) dated May 18, 2009, a Series C Preferred Stock Purchase Agreement (the “Series C Purchase Agreement”) dated January 30, 2012, a Series D Preferred Stock Purchase Agreement (the “Series D Purchase Agreement”) dated July 30, 2013 and a Series E Preferred Stock Purchase Agreement (the “Series E Purchase Agreement”) dated March 28, 2014 pursuant to which the Company sold to such Investors and such Investors purchased from the Company shares of, respectively, the Company’s Series A Preferred Stock (“Series A Preferred Stock”), Series B Preferred Stock (“Series B Preferred Stock”), Series C Preferred Stock (“Series C Preferred Stock”), Series D Preferred Stock (“Series D Preferred Stock”) and Series E Preferred Stock (“Series E Preferred Stock”).

 

WHEREAS, to induce certain of the Investors to enter into the Series E Purchase Agreement, the Company agreed to provide such Investors with certain rights to register shares of the Company’s Common Stock issuable upon conversion of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock held by such Investors, certain rights to receive information pertaining to the Company, and a right of first offer with respect to certain issuances by the Company of its securities pursuant to that certain Fourth Amended and Restated Investor Rights Agreement dated March 28, 2014 (“Prior Investor Rights Agreement”).

 

WHEREAS, contemporaneously herewith certain Investors are purchasing shares of the Company’s Series F Preferred Stock (the “Series F Preferred Stock” and together with the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock, the “Preferred Stock”) pursuant to that certain Series F Preferred Stock Purchase Agreement of even date herewith

 

WHEREAS, to induce certain of the Investors to enter into the Series F Purchase Agreement and purchase shares of Series F Preferred Stock thereunder, the Company and the Investors desire to enter into this Agreement to amend certain of the provisions of the Prior Investor Rights Agreement, which Prior Investor Rights Agreement is being amended, restated and replaced in its entirety with this Agreement.

 



 

AGREEMENT

 

NOW, THEREFORE, in consideration of the foregoing premises and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

 

1.                                      Restrictions on Transferability; Registration Rights

 

1.1                               Certain Definitions. As used in this Agreement, the following terms have the following respective meanings:

 

Board” means the board of directors of the Company.

 

Certificate” means the Company’s Sixth Amended and Restated Certificate of Incorporation, as may be amended from time to time.

 

Commission” means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

 

Common Stock” means shares of the Company’s common stock, par value $0.001 per share.

 

Convertible Securities” means any bonds, debentures, notes or other evidences of indebtedness, options, warrants, shares (including, but not limited to, shares of Preferred Stock) or any other securities convertible into, exercisable for, or exchangeable for Common Stock (directly or indirectly).

 

Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar successor federal statute, and the rules and regulations thereunder, all as the same shall be in effect from time to time.

 

Form S-3 Initiating Holders” means any Holder or Holders of the Registrable Securities then outstanding and who propose to register securities, the aggregate offering price of which, net of underwriting discounts and commissions, exceeds $1,000,000.

 

Founders” mean those individuals listed in Schedule 1.

 

Holder” means (i) any Investor holding Registrable Securities, (ii) Medtronic, Inc., a Minnesota corporation (“Medtronic”), so long as it holds Registrable Securities or Common Stock pursuant to the terms of the Investment Agreement, defined below, and (iii) any person holding Registrable Securities to whom the rights under this Agreement have been transferred in accordance with Section 1.11 hereof.

 

Initiating Holders” means any Holder or Holders who in the aggregate hold not less than 30% of the Registrable Securities then outstanding and who propose to register securities for at least twenty percent (20%) of such Holders’ Registrable Securities (or

 

2



 

any lesser percentage if the aggregate offering price, after deducting for underwriting discounts and commissions would exceed $10,000,000).

 

IPO” means the first firm-commitment underwritten public offering of the Common Stock of the Company to the general public that is affected pursuant to a registration statement filed with, and declared effective by, the Commission under the Securities Act.

 

New Securities” means any shares of the Company’s Common Stock other than “Excluded Securities” as set forth in the Certificate.

 

Preferred Directors” shall have the meaning given such term in the Certificate.

 

Pro Rata Portion” means the ratio that (x) the sum of the number of shares of the Company’s Common Stock held by an Eligible Investor immediately prior to the issuance of New Securities, assuming full conversion of the Shares convertible into the Common Stock then held by such Eligible Investor, bears to (y) the sum of the total number of shares of the Common Stock then outstanding, assuming full conversion of all Preferred Stock then outstanding into the Common Stock and exercise of all options and warrants then outstanding.

 

The terms “register”, “registered” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.

 

Registration Expenses” shall mean all expenses incurred by the Company in complying with Sections 1.3, 1.4 and 1.5 hereof, including, without limitation, all registration, qualification, listing and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company), but shall not include Selling Expenses.

 

Registrable Securities” shall mean (i) shares of Common Stock issued or issuable pursuant to the conversion of the Preferred Stock, (ii) shares of Common Stock held by Medtronic pursuant to that certain Investment Agreement entered into by the Company and Medtronic as of November 28, 2007 (the “Investment Agreement”) and (iii) any Common Stock issued as a dividend or other distribution with respect to or in exchange for or in replacement of the shares referenced in clauses (i) and (ii) above; provided, however, that shares of Common Stock or other securities shall only be treated as Registrable Securities if and so long as they have not been (A) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, (B) sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale, (C) transferred in a transaction pursuant to which the

 

3



 

registration rights are not also assigned in accordance with Section 1.11 hereof, or (D) with respect to each Holder, when such shares held by such Holder become eligible for sale in a single transaction under Rule 144 of the Securities Act (or any similar or successor rule) during any one 90 day period.

 

Required Preferred Vote” shall be the affirmative vote of the holders of at least sixty percent (60%) of the outstanding Preferred Stock voting together as a single class on an as-converted basis, or following the IPO, the affirmative vote of holders of at least sixty percent (60%) of the outstanding Registrable Securities held by the Investors.

 

Restricted Securities” shall mean the securities of the Company required to bear the legend set forth in Section 1.2 hereof.

 

Rule 144” means Rule 144 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission.

 

Rule 145” means Rule 145 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission.

 

Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

 

Selling Expenses” shall mean all underwriting discounts, selling commissions and stock transfer taxes applicable to the securities registered by the Holders.

 

Shares” means the Company’s Preferred Stock.

 

1.2                               Restrictions.

 

(a)                                 Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Securities Act, (B) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the

 

4



 

Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1.2.

 

(b)                                 Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any legend required under applicable state securities laws, the Company’s charter documents or any other agreement between the Company and the Holder thereof):

 

(i)                                     THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

 

(ii)                                  THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

 

(c)                                  The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be disposed of without registration, qualification or legend. The Company shall promptly reissue a certificate without the legend referenced in clause (b)(ii) above at the request of any Holder upon the termination of this Agreement.

 

5



 

1.3                               Requested Registration.

 

(a)                                 Request for Registration. If the Company shall receive from Initiating Holders a written request that the Company effect a Form S-1 registration, the Company will:

 

(i)                                     promptly deliver written notice of the proposed registration, qualification, or compliance to all other Holders; and

 

(ii)                                  as soon as practicable, but in no event less than ninety (90) days after the request, use best efforts to effect such registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company;

 

provided, however, that the Company shall not be obligated to take any action to effect any such registration pursuant to this Section 1.3:

 

(A)                               Prior to the earlier of: (i) three (3) years following the date of this Agreement, and (ii) six (6) months following the effective date of the IPO;

 

(B)                               After the Company has effected two (2) such registrations pursuant to this Section 1.3, such registrations have been declared or ordered effective, and the securities offered pursuant to such registrations have been sold;

 

(C)                               During the period starting with the date thirty (30) days prior to the Company’s estimated date of filing of, and ending on a date ninety (90) days after the effective date of, a registration initiated by the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan); provided that the Company is actively employing in good faith all reasonable efforts to cause such Company-initiated registration statement to become effective and that the Company’s estimate of the date of filing such registration statement is made in good faith in a certificate signed by the President of the Company; or

 

(D)                               If in the good faith judgment of the Board, such registration would be seriously detrimental to the Company and the Board concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and the Company thereafter delivers to the Initiating Holders a certificate, signed by the President or Chief Executive Officer of the Company, stating that in the good faith judgment of the Board it would be detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company’s obligation to use best efforts to register, qualify or comply under this Section 1.3 shall be deferred for a period not to

 

6



 

exceed sixty (60) days from the delivery of the written request from the Initiating Holders;

 

(E)                                If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to the consent of the Company, which consent will not be unreasonably withheld).

 

Subject to the foregoing clauses (A) through (E), the Company shall use its best efforts to file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable but in no event less than ninety (90) days after receipt of the request or requests of the Initiating Holders. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Section 1.3(c), include other securities of the Company with respect to which registration rights have been granted, and may include securities being sold for the account of the Company.

 

(b)                                 Underwriting. If, pursuant to this Section 1.3, the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 1.3(a). The underwriter(s) will be selected by the Initiating Holders, subject only to the reasonable approval of the Company. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Section 1.3(b), if the managing underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100).

 

(c)                                  Procedures. If the Company shall request inclusion in any registration pursuant to this Section 1.3 of securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 1.3, the Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and may condition such offer on their acceptance of the applicable provisions of this Section 1; provided, however, that Registrable Securities included in such registration may not be limited to less than twenty five (25%) of the total offering, except that in connection with the registration of a Qualified IPO (as defined in the Certificate), Registrable Securities may be limited to zero.

 

7



 

The Company shall (together with all Holders or other persons proposing to distribute their securities through such underwriting) enter into and perform its obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders (which managing underwriter shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.3, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 1.12. If any person who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person shall be excluded therefrom by written notice delivered by the Company or the managing underwriter. Any Registrable Securities and/or other securities so excluded or withdrawn shall also be withdrawn from registration.

 

(d)                                 Right to Terminate Registration. The Initiating Holders shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration, whether or not any Initiating Holder or any other holders of securities of the Company has elected to include securities in such registration.

 

1.4                               Registration on Form S-3.

 

(a)                                 Qualification on Form S-3. After the IPO, the Company shall use best efforts to qualify for registration on Form S-3 or any comparable or successor form. Holders of Registrable Securities will be entitled to registration of their Registrable Securities on Form S-3 provided that the anticipated aggregate offering price net of discounts and commissions would exceed $1,000,000. To that end the Company shall register its Common Stock under the Exchange Act in accordance with the provisions of the Exchange Act following the effective date of the first registration of any securities of the Company on Form S-1 or any comparable or successor form or forms.

 

(b)                                 Request for Registration on Form S-3. After the Company has qualified for the use of Form S-3, if the Company shall receive from Form S-3 Initiating Holders a written request that the Company effect a registration on Form S-3 the Company will:

 

(i)                                     promptly deliver written notice of the proposed registration to all other Holders; and

 

(ii)                                  as soon as practicable, but in no event more than ninety (90) days after such request, use best efforts to effect such registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request delivered to the Company within twenty (20) days after delivery of such written notice from the Company;

 

8



 

provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 1.4:

 

(A)                               If the Company has effected two (2) such registrations during the preceding twelve-month period;

 

(B)                               The condition in Section 1.3(a)(ii)(C) has been met; or

 

(C)                               The condition in Section 1.3(a)(ii)(D) has been met.

 

(c)                                  Underwriting; Procedure. If a registration requested under this Section 1.4 is for an underwritten offering, the provisions of Sections 1.3(b) and 1.3(c) shall apply to such registration.

 

(d)                                 S-3’s Not Demands. Registrations effected pursuant to this Section 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 1.3.

 

(e)                                  Right to Terminate Registration. The Form S-3 Initiating Holders shall have the right to terminate or withdraw any registration initiated by it under this Section 1.4                   prior to the effectiveness of such registration, whether or not any Form S-3 Initiating Holder has elected to include securities in such registration.

 

1.5                               Company Registration.

 

(a)                                 Notice of Registration. If the Company shall determine to register any of its securities, either for its own account or the account of a security holder or holders other than (A) in the IPO, (B) a registration pursuant to Sections 1.3 or 1.4 hereof, (C) a registration relating solely to employee benefit plans, (D) a registration relating solely to a Rule 145 transaction or (E) a registration on any registration form that does not permit secondary sales, the Company will:

 

(i)                                     deliver to each Holder written notice thereof within thirty (30) days of such determination; and

 

(ii)                                  use best efforts to include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 1.5(b) below, and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests made by any Holder and delivered to the Company within ten (10) days after the written notice is delivered by the Company. Such written request may include all or a portion of a Holder’s Registrable Securities.

 

(b)                                 Underwriting; Procedures. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 1.5(a)(i). In such event, the right of any Holder to registration pursuant to this Section 1.5 shall be

 

9



 

conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform their obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 1.5, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated as set forth in Section 1.12. If any person who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person shall be excluded therefrom by written notice delivered by the Company or the managing underwriter. Any Registrable Securities and/or other securities so excluded or withdrawn shall also be withdrawn from registration.

 

(c)                                  Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.5 prior to the effectiveness of such registration, whether or not any Holder has elected to include securities in such registration.

 

1.6                               Registration Procedures. In the case of each registration, qualification, or compliance effected by the Company pursuant to this Section 1, the Company will keep each Holder advised in writing as to the initiation of each registration, qualification, and compliance and as to the completion thereof and, at its expense, the Company will use best efforts to:

 

(a)                                 Prepare and file with the Commission a registration statement with respect to such securities and use best efforts to cause such registration statement to become and remain effective for at least ninety (90) days or until the distribution described in the registration statement has been completed, whichever occurs first; provided, however, that (i) such ninety (90) day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of an underwriter of common stock or other securities of the Company, and (ii) in the case of any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such ninety (90) day period shall be extended, if necessary, to up to one hundred eighty (180) days provided that if Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that if applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (A) includes any prospectus required by Section 10(a)(3) of the Securities Act or (B) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (A) and (B) above shall be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration statement;

 

10


 

(b)                         Furnish to the Holders participating in such registration and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus, and such other documents as the Holders and such underwriters may reasonably request in order to facilitate the public offering of such securities;

 

(c)                          Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statements as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement;

 

(d)                         Notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchaser of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in the light of the circumstances then existing;

 

(e)                          Use best efforts to register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;

 

(f)                           Cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed;

 

(g)                          Provide a transfer agent and registrar for all Registrable Securities and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

 

(h)                         promptly make available for inspection by the selling Holders, any underwriters participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith;

 

11



 

(i)                             notify each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and

 

(h)                         Use best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 1, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 1, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter, dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities (to the extent the then-applicable standards of professional conduct permit said letter to be addressed to the Holders).

 

In addition, the Company shall ensure that, at all times after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective, its insider trading policy shall provide that the Company’s directors may implement a trading program under Rule 10b5-1 of the Exchange Act.

 

1.7                       Information by Holder. The Holder or Holders of Registrable Securities included in any registration shall furnish to the Company such information regarding such Holder or Holders, the Registrable Securities held by them, and the distribution proposed by such Holder or Holders as the Company may request in writing and as shall be required in connection with any registration, qualification or compliance referred to in this Section 1, and the refusal to furnish such information by any Holder or Holders shall relieve the Company of its obligations in this Section 1 with respect to such Holder or Holders. Furthermore, the Company shall have no obligation with respect to any registration requested pursuant to Section 1.3 or Section 1.4 of this Agreement if, as a result of the application of the preceding sentence, the number of shares or the anticipated aggregate offering price of the Registrable Securities to be included in the registration does not equal or exceed the number of shares or the anticipated aggregate offering price required to originally trigger the Company’s obligation to initiate such registration as specified in the definition of “Initiating Holders” or “Form S-3 Initiating Holders,” whichever is applicable.

 

1.8                               Indemnification.

 

(a)                         To the extent permitted by law, the Company will indemnify and hold harmless each Holder, each of its officers, directors, partners, members, stockholders, legal counsel and accountants, and each person controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to which registration, qualification, or compliance has been effected pursuant to this Section 1, and each underwriter, if any, and each person who controls

 

12



 

any underwriter within the meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages or liabilities (or actions, proceedings or settlements in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular, or other document (including any related registration statement, notification, or the like), or any amendment or supplement thereto, incident to any such registration, qualification, or compliance, or based on or arising out of any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of the Securities Act, Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law applicable to the Company in connection with any such registration, qualification or compliance, and the Company will reimburse each such Holder, each of its officers, directors, partners, members, stockholders, legal counsel and accountants, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating, preparing, defending or settling any such claim, loss, damage, liability or action, as such expenses are incurred, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Company by such Holder, controlling person, or underwriter and stated to be specifically for use therein. It is agreed that the indemnity agreement contained in this Section 1.8 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld).

 

(b)                          To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification, or compliance is being effected, indemnify the Company, each of its directors, officers, partners, legal counsel and accountants, and each underwriter, if any, of the Company’s securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other such Holder and Other Stockholder, each of their officers, directors, and partners and each person controlling such Holder or Other Stockholder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and such Holders, Other Stockholders, directors, officers, partners, legal counsel and accountants, persons, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder and stated to be specifically for use therein, provided, however, that the obligations of such Holder hereunder

 

13



 

shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided that that in no event shall any indemnity under this Section 1.8 exceed the gross proceeds received by such Holder in such offering.

 

(c)                           Each party entitled to indemnification under this Section 1.8 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 1 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation, provided that the Indemnifying Party shall not assume the defense for matters as to which there is a conflict of interest or separate and different defenses in which case the Indemnified Party’s costs of defense including reasonable fees of separate legal counsel shall be borne by the Indemnifying Party. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

 

(d)                          If the indemnification provided for in this Section 1.8 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any claim, loss, damage, liability or expense referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such claim, loss, damage, liability or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and the Indemnified party on the other in connection with the statements or omissions that resulted in such claim, loss, damage, liability, or expense, as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact related to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 1.8 were based solely upon the number of entities from whom contribution was requested or by any other method of allocation which does not take account of the equitable considerations referred to above. In no event shall any contribution by a

 

14



 

Holder under this Section 1.8 exceed the gross proceeds received by such Holder in such offering.

 

(e)                           The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages, and liabilities referred to above in this Section 1.8 shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, subject to the provisions of Section 1.8(c). No person guilty of fraudulent misrepresentation (within the meaning of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

 

(f)                            Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

 

(g)                           Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of the Company and Holders under this Section 1.8 shall survive the completion of any offering of Registrable Securities in a registration statement and otherwise shall survive the termination of this Agreement.

 

1.9                        Expenses of Registration. All Registration Expenses incurred in connection with any registration effected pursuant to Section 1.3, 1.4 or 1.5 and reasonable fees for one counsel for the selling Holders shall be borne by the Company; provided, however, that if the Holders bear the Registration Expenses for any registration proceeding begun pursuant to Section 1.3 and subsequently withdrawn by the Holders registering shares therein, such registration proceeding shall not be counted as a requested registration pursuant to Section 1.3. Furthermore, in the event that a withdrawal by the Holders is based upon material adverse information relating to the Company that is different from the information known or available (upon request from the Company or otherwise) to the Holders requesting registration at the time of their request for registration under Section 1.3, such registration proceeding shall not be counted as a requested registration pursuant to Section 1.3, even though the Holders do not bear the Registration Expenses for such registration. All Selling Expenses and, except as otherwise set forth above, fees and disbursements of counsel for the selling Holders relating to securities registered on behalf of the Holders shall be borne by the holders of the registered securities included in such registration pro rata on the basis of the number of shares so registered.

 

1.10                 Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Restricted Securities to the public without registration after such time as a public market exists for the Common Stock of the Company, the Company agrees to use best efforts to:

 

(a)                          Make and keep public information available, as those terms are understood and defined in Rule 144, at all times after the effective date that the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act;

 

15



 

(b)                         File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and

 

(c)                          So long as a Holder owns any Restricted Securities, to furnish to the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of any other reporting requirements of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents of the Company and other information in the possession of or reasonably obtainable by the Company as a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing a Holder to sell any such securities without registration.

 

1.11                Transfer of Registration Rights. The rights to cause the Company to register securities granted to any party hereto under Section 1 may be assigned by a Holder to any person or entity to whom such Holder transfers of record and beneficially twenty percent (20%) or more of the Registrable Securities issued to or acquired by such Holder, provided that the Company is given written notice at the time of or within a reasonable time after said assignment, stating the name and address of the transferee or assignee and identifying the securities with respect to which such registration rights are being assigned, and, provided further, that the assignee of such rights assumes in writing the obligations of such Holder under this Section 1. Notwithstanding the foregoing, no such minimum share assignment requirement shall be necessary for an assignment to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, or (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company.

 

1.12                Procedure for Underwriter Cutbacks. Subject to Section 1.3(b), in any circumstance in which all of the Registrable Securities requested to be included in a registration on behalf of Holders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities that may be so included, the number of shares of Registrable Securities that may be so included shall be allocated among the Holders requesting inclusion of shares pro rata based upon the total number of Registrable Securities held by such Holders, respectively; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities to be included in such registration if any Holder does not request inclusion of the maximum number of shares of Registrable Securities allocated to such Holder pursuant to the above-described procedure, in which case the remaining portion of his allocation shall be reallocated among those requesting Holders whose allocations did not satisfy their requests pro rata on the basis of total number of shares of Registrable Securities held by such Holders, and this procedure shall be repeated until all shares of Registrable Securities which may be included in the registration on behalf of the Holders have been so allocated. Notwithstanding the foregoing, all shares (including Registrable Securities) held by Founders shall be subject to elimination from registration before any elimination of Registrable Securities held by Investors from registration; and Registrable Securities included in such registration may

 

16



 

not be limited to less than twenty-five percent (25%) of the total offering, except that in connection with the registration of a Qualified IPO (as defined in the Certificate), Registrable Securities may be limited to zero. Notwithstanding anything else set forth herein or in any other agreement, the Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares other than Registrable Securities, or in the case of registrations pursuant to Section 1.3 or 1.4 hereof, in order to include in such registration securities registered for the Company’s own account.

 

1.13                 Each Holder hereby agrees that, during the period of duration (not to exceed 180 days) specified by the Company and an underwriter of Common Stock or other securities of the Company following the effective date of the IPO, it shall not, to the extent requested by the Company or such underwriter, directly or indirectly, sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees (including limited partners of any Holder) who agree to be similarly bound) any Registrable Securities or other securities of the Company held by it, except Common Stock or other securities included in such registration; provided, however, that all officers and directors of the Company and all holders of at least 1% of the Company’s equity securities purchased from the Company (other than securities purchased from the Company at any time after the date of this Agreement in a registered public offering) are bound by and have entered into a similar agreement and the restriction on transfer has not been waived in whole or in part with respect to any such officers, directors or holders. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities or other securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period.

 

1.14                 Termination of Rights. The rights of any particular Holder to cause the Company to register securities under Sections 1.3, 1.4 and 1.5 shall terminate with respect to such Holder upon the earlier of (i) three (3) years following the consummation of the Company’s IPO, or (ii) when such Holder can sell all of its Registrable Securities within a three (3) month period pursuant to Rule 144.

 

1.15                 Limitations of Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of the Required Preferred Vote, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in Section 1.3(a) or within one hundred twenty (120) days after the effective date of any registration effected pursuant to Section 1.3.

 

1.16                 Limitations on Registrations Outside the United States. Any registration of the Company’s shares outside of the United States shall be subject to the express prior approval of the Required Preferred Vote, which may be withheld for any reason.

 

17



 

2.                                      Right of First Refusal

 

2.1                        Right of First Refusal.

 

(a)                          Grant of Right of First Refusal. Subject to the terms and conditions of this Section 2.1 and applicable securities laws, if the Company proposes to offer or sell any New Securities, the Company shall first offer such New Securities to each Investor. Each Investor shall be entitled to apportion the right of first offer hereby granted to it among itself and its Affiliates in such proportions as it deems appropriate.

 

(b)                          Notice of Right. The Company shall give notice (the “Offer Notice”) to each Investor (for the purposes of this Section 2, the “Eligible Investors” and each an “Eligible Investor”), stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. By notification to the Company within twenty (20) days after the Offer Notice is given, each Eligible Investor may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to such Eligible Investor’s Pro Rata Portion of New Securities. At the expiration of such twenty (20) day period, the Company shall promptly notify each Eligible Investor that elects to purchase or acquire all the shares offered to it pursuant to the foregoing sentence (each, a “Fully Exercising Investor”) of any other Eligible Investor’s failure to do likewise. During the ten (10) day period commencing after the Company has given such notice, each Fully Exercising Investor may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which Eligible Investors were entitled to subscribe but that were not subscribed for by the Eligible Investors which is equal to the proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of Preferred Stock and any other options and warrants then held by such Fully Exercising Investor bears to the Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock and any other options and warrants then held, by all Fully Exercising Investors who wish to purchase such unsubscribed New Securities.

 

(c)                           Lapse and Reinstatement of Right. The Company shall have ninety (90) days following the twenty (20) day period described in Section 2.1(b) to sell or enter into an agreement (pursuant to which the sale of New Securities covered thereby shall be closed, if at all, within thirty (30) days from the date of said agreement) to sell the New Securities with respect to which the Eligible Investors’ right of first refusal was not exercised, at a price and upon terms no more favorable to the purchasers of such securities than specified in the Company’s notice. In the event the Company has not sold the New Securities or entered into an agreement to sell the New Securities within said ninety (90) day period (or sold and issued New Securities in accordance with the foregoing within thirty (30) days from the date of said agreement), the Company shall not thereafter issue or sell any New Securities without first offering such securities to the Eligible Investors in the manner provided above.

 

18



 

2.2                        Assignment of Right of First Refusal. The right of first refusal granted hereunder may not be assigned or transferred, except that such right is assignable (i) by each Eligible Investor to any wholly owned subsidiary or parent of, or to any corporation or entity that is, within the meaning of the Securities Act, controlling, controlled by, or under common control with, any such Eligible Investor; or (ii) between and among any Eligible Investors.

 

2.3                        Termination of Right of First Refusal. The right of first refusal granted under Section 2.1 of this Agreement shall expire immediately prior to the earlier of: (a) the consummation of the Qualified IPO (as defined in the Certificate); or (b) a Liquidation (as defined in the Certificate).

 

3.                               Affirmative Covenants of the Company.                  The Company hereby covenants and agrees as follows:

 

3.1                        Financial Information. So long as an Investor holds at least 250,000 shares of Preferred Stock (or shares of Common Stock issued upon the conversion thereof) and, in the case of Medtronic, so long as Medtronic holds at least 90,000 shares of Preferred Stock (or shares of Common Stock issued upon the conversion thereof) (in each case, as adjusted for any stock splits, consolidations and the like) (each, a “Major Investor”), the Company will furnish to such Investor, or Medtronic, as the case may be, such following reports:

 

(a)                          Within thirty (30) days after the end of each month of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal month, an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);

 

(b)                          Within thirty (30) days after the end of each of the first three (3) quarters of each fiscal year of the Company, unaudited statements of income and of cash flows for such fiscal quarter, an unaudited balance sheet and a statement of stockholders’ equity as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); and

 

(c)                           Within ninety (90) days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) a statement of stockholders’ equity as of the end of such year, all such financial statements audited and certified by Blanski Peter Kronlage & Zoch, PA, or a nationally recognized accounting firm; and

 

(d)                          No later than thirty (30) days before the end of each fiscal year, a comprehensive operating budget and business plan for the next fiscal year, approved by the Board and prepared on a monthly basis, including revenues, expenses, cash positions, balance sheets, income statements, and statements of cash flow for such months and, promptly after

 

19



 

prepared, any other budgets or revised budgets prepared by the Company, along with a detailed capitalization and debt-holder summary.

 

3.2                       Company Confidential Information. Each Major Investor agrees to hold in confidence and trust and not to misuse or disclose any confidential information provided pursuant to this Section 3, unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.2 by such Major Investor), (b) is or has been independently developed or conceived by the Major Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Major Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that a Major Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Major Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.2 (iii) to any existing or prospective affiliate, partner, member, stockholder, or wholly owned subsidiary of such Major Investor in the ordinary course of business, provided that such Major Investor informs such person that such information is confidential and directs such person to maintain the confidentiality of such information (and such Major Investor shall remain liable for any breach of the confidentiality obligations set forth in this Section 3.2 by any person to whom it discloses information pursuant to this clause (iii)); or (iv) as may otherwise be required by law, provided that the Major Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. The Company shall not be required to comply with this Section 3 in respect of any Major Investor whom the Board, including at least three of the Preferred Directors, reasonably determines to be a competitor or an officer, employee, director, or greater than fifteen percent (15%) stockholder of a competitor; provided that an Investor that is a venture capital fund and Amzak Health Investors, LLC (“Amzak”) shall in no event be deemed a competitor of the Company for purposes of this Section 3.

 

3.3                       Inspection. The Company shall permit each Major Investor (except for a Holder reasonably deemed by the Board, including at least three of the Preferred Directors, to be a competitor of the Company), at such Holder’s expense, to visit and inspect the Company’s properties, to examine its books of account and records and to discuss the Company’s affairs, finances and accounts with its officer, all at such reasonable times as may be requested by such Major Investor; provided, however, that the Company shall not be obligated pursuant to this Section 3.3 to provide access to any information which it reasonably considers to be a trade secret or similar confidential information, and provided further that an Investor that is a venture capital fund and Amzak shall in no event be deemed a competitor of the Company for purposes of this Section 3.3.

 

3.4                       Reservation of Common Stock. The Company will at all times reserve and keep available, solely for issuance and delivery upon the conversion of the Shares, all Common Stock issuable from time to time upon such conversion.

 


 

3.5                               Directors and Officers Insurance. The Company shall maintain as of and for all times after the date of this Agreement a director and officer liability insurance policy in an appropriate amount and with an acceptable carrier as determined by the Board, including approval of at least three of the Preferred Directors.

 

3.6                               Stock Vesting and Acceleration. All future common stock and option grants to employees or consultants of the Company shall be subject to vesting over four years with 25% vesting at the first year anniversary of employment and the balance vesting on a monthly basis thereafter. With the approval of the Board, including the approval of at least three of the Preferred Directors, the vesting of certain senior managers or key employees will be subject to “double trigger” acceleration upon a change of control which will provide for acceleration of additional vesting, only upon (i) a change of control and (ii) the termination of such option holder’s employment, other than for Cause, or without Good Reason, to be defined in such optionees’ agreements, following such change of control, in amounts determined by the Board, including approval of at least three of the Preferred Directors.

 

3.7                               Board Matters. Unless otherwise determined by the vote of a majority of the Board, the Board shall meet at least quarterly in accordance with an agreed-upon schedule.

 

3.8                               Employee Agreements. The Company will cause each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement substantially in the form provided to the Investors.

 

3.9                               Indemnification Matters.

 

(a)                                 The Company shall enter into its standard form of indemnification agreement with each of its directors. Such indemnification agreement shall provide that (a) the Company is the indemnitor of first resort, (b) it shall be required to advance the full amount of expenses incurred by its directors and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of any such director to the extent legally permitted and as required by the Certificate or Bylaws of the Company, without regard to any rights to indemnification, advancement of expenses and/or insurance such director may be provided by one or more Investors (the “Fund Indemnitors”), and, (c) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of any such director with respect to any claim for which such director has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such director against the Company.

 

(b)                                 If the Company or any of its successors or assignees consolidates with, has substantially all of its assets acquired by, or merges into any other person, and is not the continuing or surviving corporation or entity of such consolidation, acquisition or merger, then to

 



 

the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately before such transaction, whether such obligations are contained in the Company’s bylaws, the Certificate, or elsewhere, as the case may be.

 

3.10                        FIRPTA. The Company shall provide prompt notice to the Investors following any “determination date” (as defined in Treasury Regulation Section 1.897-2(c)(1)) on which the Company becomes a United States real property holding corporation. In addition, upon a written request by an Investor, the Company shall provide such Investor with a written statement informing the Investor whether such Investor’s interest in the Company constitutes a United States real property interest. The Company’s determination shall comply with the requirements of Treasury Regulation Section 1.897-2(h)(1) or any successor regulation, and the Company shall provide timely notice to the Internal Revenue Service, in accordance with and to the extent required by Treasury Regulation Section 1.897-2(h)(2) or any successor regulation, that such statement has been made. The Company’s written statement to the Investor shall be delivered to the Investor within ten (10) days of such Investor’s written request therefor. The Company’s obligation to furnish such written statement shall continue notwithstanding the fact that a class of the Company’s capital stock may be traded on an established securities market or the fact that there is no Preferred Stock then outstanding.

 

3.11                        Termination of Covenants. The covenants set forth in Sections 3.1, 3.3 and 3.6 shall terminate and be of no further force or effect upon the earlier to occur of (a) the consummation of Qualified IPO (as defined in the Certificate); (b) the merger or consolidation of the Company, provided that the Company’s stockholders of record as constituted immediately prior to such transaction hold less than fifty percent (50%) of the voting power of the surviving or acquiring entity; or (c) the date on which the Company is required to file reports with the Commission pursuant to Section 13 or 15(d) of the Exchange Act.

 

3.12                        Observer Rights. U.S. Venture Partners IX, L.P. and its affiliates, KPCB Holdings, Inc. and its affiliates, Synergy Life Science Partners, L.P. and its affiliates, Johnson & Johnson Innovation — JJDC, Inc. and its affiliates, Acclarent, Inc. and its affiliates, TGap Venture Capital Fund II, LP and its affiliates, Aperture Venture Partners III, L.P. and its affiliates, OrbiMed Private Investment V, L.P. and its affiliates, Curtis L. Carlson Family Foundation, and its affiliates, and Amzak shall be entitled to each designate one (1) individual, and Medtronic, Inc. and its affiliates shall be entitled to designate two (2) individuals (each individual an “Observer”) (i) to be present at all meetings of the Board, (ii) to receive advance notice of all such meetings, including such meetings’ time and place, in the same manner as the directors, and (iii) to receive copies of all notices, minutes, consents, and other materials that the Company provides to its directors. The Observer shall not have the right to vote at any meetings and shall not be entitled to any indemnification or insurance coverage provided by the Company to officers and directors of the Company; provided, however, that such representative shall agree to hold in confidence and trust all information so provided; and provided further, however, that the Company shall have the right to exclude such representative from access to any material or meeting or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege, or to prevent a conflict of interest between the Observer (or the Investor that designated the Observer) and the Company.

 



 

4.                                      Miscellaneous.

 

4.1                               Governing Law. This Agreement shall be governed in all respects by the laws of the State of Delaware without regard to choice of laws or conflict of laws provisions thereof.

 

4.2                               Successors and Assigns. Except as otherwise specifically set forth in this Agreement, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided by this Agreement.

 

4.3                               Entire Agreement. This Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof.

 

4.4                               Notices, Etc. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, return receipt requested, or otherwise delivered by hand or by messenger or confirmed facsimile, addressed (a) if to a Holder, at such Holder’s address set forth on the signature page of this Agreement, or at such other address as such Holder shall have furnished to the Company in writing, or (b) if to the Company, at its address set forth on the signature page of this Agreement addressed to the attention of the Corporate Secretary, or at such other address as the Company shall have furnished to the Investors. Unless specifically stated otherwise, if notice is provided by mail, it shall be deemed to be delivered three days after proper deposit in a mailbox, if notice is provided by facsimile, it shall be deemed to be delivered upon receipt by the sender of confirmation of facsimile transmission, and if notice is delivered by hand or by messenger, it shall be deemed to be delivered upon actual delivery.

 

4.5                               Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any Investor upon any breach or default of the Company under this Agreement shall impair any such right, power or remedy of such party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing or as provided in this Agreement. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

 

4.6                               Dispute Resolution Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to

 



 

reasonable attorney’s fees, costs, and disbursements in addition to any other relief to which such party may be entitled.

 

4.7                               Counterparts. This Agreement may be executed in any number of counterparts and signatures may be delivered by facsimile, each of which may be executed by less than all parties, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

 

4.8                               Severability. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement and the balance of this Agreement shall be enforceable in accordance with its terms.

 

4.9                               Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

 

4.10                        Amendment and Waiver. Any provision of this Agreement may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and an Investor or Investors holding the Required Preferred Vote; provided that no such amendment or waiver shall adversely affect any Investor or Holder in a different or disproportionate manner relative to the other Investors or Holders of the same class or series unless such amendment or waiver is agreed to in writing by such adversely affected Investor or Holder. Notwithstanding the foregoing, the Company may update and amend Exhibit A to this Agreement and add parties to this Agreement as Investors if such parties become holders of Shares of the Company upon execution by such parties of a counterpart signature page to this Agreement without the consent of any other party hereto. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each Holder and the Company.

 

4.11                        Effect of Amendment or Waiver. The Holders and their successors and assigns acknowledge that by the operation of and subject to Section 4.10 hereof Investors holding the Required Preferred Vote, acting in conjunction with the Company, will have the right and power to diminish or eliminate any or all rights pursuant to this Agreement.

 

4.12                        Aggregation of Stock. All shares of Preferred Stock and Common Stock of the Company held or acquired by affiliated entities or persons shall be aggregated for the purpose of determining the availability of any rights under this Agreement.

 

4.13              Amendment and Restatement. This Agreement amends, restates and replaces in its entirety the Prior Investor Rights Agreement.

 

[THIS SPACE LEFT BLANK INTENTIONALLY]

 



 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

 

 

COMPANY:

 

 

 

INSPIRE MEDICAL SYSTEMS, INC.

 

 

 

By:

/s/ Timothy P. Herbert

 

 

Name: Timothy P. Herbert

 

 

Its: President and CEO

 

 

 

 

 

 

 

Address:

9700 63rd Ave. No., Suite 200

 

 

Maple Grove, MN 55369

 



 

 

INVESTORS:

 

 

 

MEDTRONIC, INC.

 

 

 

 

 

 

 

By:

/s/ Christopher M. Cleary

 

 

Name: Christopher M. Cleary

 

 

Its: Vice President, Corporate Development

 

 

 

 

 

 

 

Address:

World Headquarters

 

 

710 Medtronic Parkway, N.E.

 

 

Minneapolis, MN 55432

 



 

 

INVESTORS:

 

 

 

 

 

AMZAK HEALTH INVESTORS, LLC

 

 

 

 

 

By:

/s/ Joyce Erony

 

 

Name: Joyce Erony

 

 

Title: Managing Partner

 

 

 

 

 

Address:

 

156 Fifth Avenue

 

Suite 1134

 

New York, NY 10010

 

 

 

with a copy (that shall not constitute notice) to: Sheppard, Mullin, Richter & Hampton LLP

 

30 Rockefeller Plaza

 

New York, NY 10112-0015

 

Attention: Shon E. Glusky

 



 

 

INVESTORS:

 

 

 

ORBIMED PRIVATE INVESTMENTS V, L.P.

 

 

 

 

By:OrbiMed Capital GP V LLC, its General Partner

 

 

 

 

 

By:OrbiMed Advisors LLC, its Managing Member

 

 

 

 

 

 

By:

/s/ Carl Gordon

 

Name: Carl Gordon

 

Its: Member

 

 

 

 

 

Address:

 

 

 

OrbiMed Private Investments V, LP

 

OrbiMed Advisors, LLC

 

601 Lexington Avenue, 54th

 

Floor New York, NY 10022

 

 

 

with a copy (that shall not constitute notice) to: 

 

Wilmer Cutler Pickering Hale and Dorr LLP

 

Attention: Stuart M. Falber

 

60 State Street

 

Boston, MA 02109

 



 

 

INVESTORS:

 

 

 

APERTURE VENTURE PARTNERS III, L.P.

 

 

 

By:

Aperture Ventures III Management, LLC, its General Partner

 

 

 

 

 

 

 

By:

/s/ Anthony Natale

 

Name: Anthony Natale

 

Title: Member

 

 

 

 

 

Address:

 

Aperture Venture Partners

 

Aperture Venture Partners III, L.P.

 

645 Madison Avenue, 20th Floor

 

New York, NY 10022

 

 

 

with a copy (that shall not constitute notice) to: 

 

Wilmer Cutler Pickering Hale and Dorr LLP

 

Attention: Stuart M. Falber

 

60 State Street

 

Boston, MA 02109

 



 

 

INVESTORS:

 

 

 

Johnson & Johnson Innovation — JJDC, Inc.

 

 

 

 

 

By:

/s/ V. Kadir Kadhiresan

 

Name:

V. Kadir Kadhiresan

 

Its:

Vice President, Venture Investments

 

 

 

Address:

 

Johnson and Johnson Innovation Center 

 

1 Cambridge Center 7th Floor

 

Cambridge MA 02172

 

Attention: Kadir Kadhiresan

 

 

 

and

 

 

 

Johnson & Johnson Innovation — JJDC, Inc.

 

410 George Street

 

New Brunswick, NJ 08901

 

Attention: Kathy Horvath and Steven Rosenberg

 



 

 

INVESTORS:

 

 

 

U.S. Venture Partners IX, L.P.

 

By Presidio Management Group IX, L.L.C. Its General Partner

 

 

 

By:

/s/ Dale Holladay

 

 

Dale Holladay, Attorney-In-Fact

 

 

 

Address:

 

1460 El Camino Real, Suite 100

 

Menlo Park CA 94025

 

Attn: Chief Financial

 

Officer Fax: (###) ###-####

 

Email: ####@####.###

 


 

 

INVESTORS:

 

 

 

KPCB HOLDINGS, INC., as nominee

 

 

 

 

 

 

 

By:

/s/ Paul M. Vronsky

 

 

Name: Paul M. Vronsky

 

 

Title: General Counsel

 

 

 

Address:

2750 Sand Hill Road

 

 

Menlo Park, CA 94025

Attn:

 



 

 

INVESTORS:

 

 

 

 

 

SYNERGY LIFE SCIENCE PARTNERS, LP

 

 

 

By:

SYNERGY VENTURE PARTNERS, LLC

 

 

The General Partner of Synergy Life Science Partners, LP

 

 

 

 

By:

/s/ Mudit Jain

 

 

Mudit Jain

 

 

Managing Member

 

 

 

Address:

1350 Bayshore Highway, Suite 920

 

 

Burlingame, CA 94010

 



 

 

INVESTORS:

 

 

 

 

 

GDN HOLDINGS, LLC

 

 

 

 

 

 

By:

/s/ Brian Gustafson

 

 

Name: Brian Gustafson

 

 

Its: Vice President

 

 

 

 

 

 

Address:

301 Carlson Parkway, Suite  315

 

 

Minnetonka, MN 55305

 



 

 

INVESTORS:

 

 

 

 

 

CURTIS L. CARLSON FAMILY FOUNDATION

 

 

 

 

 

 

By:

/s/ John Flottmeier

 

Name: John Flottmeier

 

Its: Authorized Agent

 

 

 

Address:

301 Carlson Parkway, Suite  275

 

 

Minnetonka, MN 55305

 



 

 

INVESTORS:

 

 

 

CARLSON FAMILY FOUNDATION FOR THE UNIVERSITY OF MINNESOTA

 

 

 

 

 

 

By:

/s/ John Flottmeier

 

Name: John Flottmeier

 

Its: Authorized Agent

 

 

 

 

 

 

By:

/s/ Brian Gustafson

 

Name: Brian Gustafson

 

Its: Authorized Agent

 

 

 

 

 

Address:

301 Carlson Parkway, Suite  275

 

 

Minnetonka, MN 55305

 



 

 

INVESTORS:

 

 

 

CARLSON HOLDINGS, INC.

 

 

 

 

 

 

By:

/s/ John Flottmeier

 

Name: John Flottmeier

 

Its: Authorized Agent

 

 

 

Address:

301 Carlson Parkway, Suite 275

 

 

Minnetonka, MN 55305

 



 

 

INVESTORS:

 

 

 

NAFCO INSURANCE CO., LTD.

 

 

 

 

 

 

By:

/s/ John Flottmeier

 

Name: John Flottmeier

 

Its: Authorized Agent

 

 

 

 

 

Address:

301 Carlson Parkway, Suite  275

 

 

Minnetonka, MN 55305

 



 

 

INVESTORS:

 

 

 

CURTIS L. CARLSON OCTAGON TRUST - WENDY M. NELSON

 

 

 

 

 

 

By:

/s/ John Flottmeier

 

Name: John Flottmeier

 

Its: Authorized Agent

 

 

 

 

 

Address:

201 S Phillips Ave, Ste.

200 Sioux Falls, ND 57104

 



 

 

INVESTORS:

 

 

 

CURTIS L. CARLSON OCTAGON TRUST - DIANA L. NELSON

 

 

 

 

By:

/s/ John Flottmeier

 

Name: John Flottmeier

 

Its: Authorized Agent

 

 

 

 

 

Address:

201 S Phillips Ave, Ste.

200 Sioux Falls, ND

57104

 



 

 

INVESTORS:

 

 

 

CURTIS L. CARLSON OCTAGON TRUST -CURTIS C. NELSON

 

 

 

 

 

 

 

By:

/s/ John Flottmeier

 

Name: John Flottmeier

 

Its: Authorized Agent

 

 

 

 

 

Address:

201 S Phillips Ave, Ste. 200

Sioux Falls, ND 57104

 


 

 

INVESTORS:

 

 

 

 

CURTIS L. CARLSON OCTAGON TRUST - CHRISTINE C. GAGE

 

 

 

 

 

 

By:

/s/ John Flottmeier

 

 

Name: John Flottmeier

 

 

Its: Authorized Agent

 

 

 

 

 

 

 

 

Address: 20I S Phillips Ave, Ste. 200

 

 

Sioux Falls, ND 57104

 



 

 

INVESTORS:

 

 

 

 

CURTIS L. CARLSON OCTAGON TRUST GEOFFREY C. GAGE

 

 

 

 

 

 

 

 

 

By:

/s/ John Flottmeier

 

 

Name: John Flottmeier

 

 

Its: Authorized Agent

 

 

 

 

 

 

 

 

Address: 201 S Phillips Ave, Ste. 200

 

 

Sioux Falls, ND 57104

 



 

 

INVESTORS:

 

 

 

 

CURTIS L. CARLSON OCTAGON TRUST - SCOTT C. GAGE

 

 

 

 

 

 

By:

/s/ John Flottmeier

 

 

Name: John Flottmeier

 

 

Its: Authorized Agent

 

 

 

 

 

 

 

 

Address: 201 S Phillips Ave,

 

 

Ste. 200 Sioux Falls, ND

 

 

57104

 



 

 

INVESTORS:

 

 

 

CURTIS L. CARLSON OCTAGON TRUST­ RICHARD C. GAGE

 

 

 

 

By:

/s/ John Flottmeier

 

Name: John Flottmeier

 

Its: Authorized Agent

 

 

 

 

 

Address: 201 S Phillips Ave, Ste.

 

200 Sioux Falls, ND

 

57104

 



 

 

INVESTORS:

 

 

 

The Harry D. Hunt and Evelyn B. Hunt Revocable Living Trust

 

 

 

 

 

 

 

By:

/s/ Harry D. Hunt

 

Name:

 

Its: Trustee

 

Address:

 

 

 

 

 

 

By:

/s/ Evelyn B. Hunt

 

Name:

 

Its: Trustee

 

Address:

 



 

 

INVESTORS:

 

 

 

 

 

TGAP VENTURE CAPITAL FUND II, LP

 

 

 

 

 

 

By:

/s/ Jack Ahrens

 

Name: Jack Ahrens

 

Its: Managing Director

 

 

 

Address:

7171 Stadium Drive

 

 

Kalamazoo, MI 49009

 



 

 

INVESTORS:

 

 

 

 

 

/s/ Jerry C. Griffin

 

Jerry C. Griffin, MD

 

 

 

Address:

PO Box 2196

 

 

Glen Ellen, CA 95442

 



EX-4.3 6 a2235179zex-4_3.htm EX-4.3

Exhibit 4.3

 

In accordance with Instruction 2 to Item 601 of Regulation S-K, below is a schedule setting forth details in which the omitted executed warrants differ from the form of warrant that follows:

 

Warrant Title

 

Issue Date

 

Expiration Date

 

Type/Series of
Stock

 

Number of
Shares

 

Warrant Price

 

Warrant to Purchase Stock

 

November 16, 2012

 

November 16, 2022

 

Series C Preferred

 

93,458

 

$

1.07 per share

 

Warrant to Purchase Stock (Term B)

 

August 5, 2013

 

August 5, 2023

 

Series C Preferred

 

37,384

 

$

1.07 per share

 

Warrant to Purchase Stock

 

June 27, 2014

 

June 27, 2024

 

Series E Preferred

 

38,167

 

$

2.62 per share

 

 

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 COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

 

WARRANT TO PURCHASE STOCK

[(Term B)]

 

Company:

 

Inspire Medical Systems, Inc., a Delaware corporation

Number of Shares:

 

 

Type/Series of Stock:

 

[Series C Preferred / Series E Preferred]

Warrant Price:

 

[$1.07 / $2.62] per share

Issue Date:

 

[November 16, 2012 / August 5, 2013 / June 27, 2014]

Expiration Date:

 

[November 16, 2022 / August 5, 2023 / June 27, 2024] See also Section 5.1(b).

 

 

 

Credit Facility:

 

This Warrant to Purchase Stock (“Warrant”) is issued in connection with that certain [Amended and Restated] Loan and Security Agreement of even date herewith among Oxford Finance LLC (“Oxford”), as Lender and Collateral Agent, the Lenders from time to time party thereto, including Silicon Valley Bank and the Company (as modified, amended and/or restated from time to time, the “Loan Agreement”).

 

THIS WARRANT CERTIFIES THAT, for good and valuable consideration, OXFORD FINANCE LLC (“Oxford” and, together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to purchase the number of fully paid and non-assessable shares (the “Shares”) of the above-stated Type/Series of Stock (the “Class”) of the above-named company (the “Company”) at the above-stated Warrant Price, all as set forth above

 

1



 

and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant.

 

SECTION 1.                            EXERCISE.

 

1.1                               Method of Exercise.  Holder may at any time and from time to time exercise this Warrant, in whole or in part, by delivering to the Company the original of this Warrant together with a duly executed Notice of Exercise in substantially the form attached hereto as Appendix 1 and, unless Holder is exercising this Warrant pursuant to a cashless exercise set forth in Section 1.2, a check, wire transfer of same-day funds (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased.

 

1.2                               Cashless Exercise.  On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised.  Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula:

 

X = Y(A-B)/A

 

where:

 

X =                             the number of Shares to be issued to the Holder;

 

Y =                             the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price);

 

A =                             the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and

 

B =                             the Warrant Price.

 

1.3                               Fair Market Value.  If the Company’s common stock is then traded or quoted on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market (a “Trading Market”) and the Class is common stock, the fair market value of a Share shall be the closing price or last sale price of a share of common stock reported for the Business Day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company.  If the Company’s common stock is then traded in a Trading Market and the Class is a series of the Company’s convertible preferred stock, the fair market value of a Share shall be the closing price or last sale price of a share of the Company’s common stock reported for the Business Day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company multiplied by the number of shares of the Company’s common stock into which a Share is then convertible.  If the Company’s common stock is not traded in a Trading Market, the Board of Directors of the Company shall determine the fair market value of a Share in its reasonable good faith judgment.

 

1.4                               Delivery of Certificate and New Warrant.  Within a reasonable time after Holder exercises this Warrant in the manner set forth in Section 1.1 or 1.2 above, the Company shall deliver to Holder a certificate representing the Shares issued to Holder upon such exercise and, if this Warrant has

 



 

not been fully exercised and has not expired, a new warrant of like tenor representing the Shares not so acquired.

 

1.5                               Replacement of Warrant.  On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form, substance and amount to the Company or, in the case of mutilation, on surrender of this Warrant to the Company for cancellation, the Company shall, within a reasonable time, execute and deliver to Holder, in lieu of this Warrant, a new warrant of like tenor and amount.

 

1.6                               Treatment of Warrant Upon Acquisition of Company.

 

(a)                                 Acquisition.  For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization (or, if such Company stockholders beneficially own a majority of the outstanding voting power of the surviving or successor entity as of immediately after such merger, consolidation or reorganization, such surviving or successor entity is not the Company); or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power.

 

(b)                                 Treatment of Warrant at Acquisition.  In the event of an Acquisition in which the consideration to be received by the Company’s stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”), either  (i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (ii) if Holder elects not to exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition.

 

(c)                                  The Company shall provide Holder with written notice of its request relating to the Cash/Public Acquisition (together with such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which is to be delivered to Holder not less than seven (7) Business Days prior to the closing of the proposed Cash/Public Acquisition.  In the event the Company does not provide such notice, then if, immediately prior to the Cash/Public Acquisition, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon such exercise to the Holder and Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as the date thereof.

 

(d)                                 Upon the closing of any Acquisition other than a Cash/Public Acquisition defined above, the acquiring, surviving or successor entity shall assume the obligations of this Warrant, and this Warrant shall thereafter be exercisable for the same securities and/or other property as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such

 



 

Shares were outstanding on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with the provisions of this Warrant.

 

(e)                                  As used in this Warrant, “Marketable Securities” means securities meeting all of the following requirements: (i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is then current in its filing of all required reports and other information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by Holder in connection with the Acquisition were Holder to exercise this Warrant on or prior to the closing thereof is then traded in Trading Market, and (iii) Holder would be able to publicly re-sell, within six (6) months following the closing of such Acquisition, all of the issuer’s shares and/or other securities that would be received by Holder in such Acquisition were Holder to exercise this Warrant in full on or prior to the closing of such Acquisition.

 

SECTION 2.                            ADJUSTMENTS TO THE SHARES AND WARRANT PRICE.

 

2.1                               Stock Dividends, Splits, Etc.  If the Company declares or pays a dividend or distribution on the outstanding shares of the Class payable in common stock or other securities or property (other than cash), then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without additional cost to Holder, the total number and kind of securities and property which Holder would have received had Holder owned the Shares of record as of the date the dividend or distribution occurred.  If the Company subdivides the outstanding shares of the Class by reclassification or otherwise into a greater number of shares, the number of Shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased.  If the outstanding shares of the Class are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased.

 

2.2                               Reclassification, Exchange, Combinations or Substitution.  Upon any event whereby all of the outstanding shares of the Class are reclassified, exchanged, combined, substituted, or replaced for, into, with or by Company securities of a different class and/or series, then from and after the consummation of such event, this Warrant will be exercisable for the number, class and series of Company securities that Holder would have received had the Shares been outstanding on and as of the consummation of such event, and subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.  The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, combinations substitutions, replacements or other similar events.

 

2.3                               Conversion of Preferred Stock.  If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

 



 

2.4                               Adjustments for Diluting Issuances.  Without duplication of any adjustment otherwise provided for in this Section 2, the number of shares of common stock issuable upon conversion of the Shares shall be subject to anti-dilution adjustment from time to time in the manner set forth in the Company’s Articles or Certificate of Incorporation as if the Shares were issued and outstanding on and as of the date of any such required adjustment.

 

2.5                               No Fractional Share.  No fractional Share shall be issuable upon exercise of this Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share.  If a fractional Share interest arises upon any exercise of the Warrant, the Company shall eliminate such fractional Share interest by paying Holder in cash the amount computed by multiplying the fractional interest by (i) the fair market value (as determined in accordance with Section 1.3 above) of a full Share, less (ii) the then-effective Warrant Price.

 

2.6                               Notice/Certificate as to Adjustments.  Upon each adjustment of the Warrant Price, Class and/or number of Shares, the Company, at the Company’s expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant Price, Class and/or number of Shares and facts upon which such adjustment is based.  The Company shall, upon written request from Holder, furnish Holder with a certificate of its Chief Financial Officer, including computations of such adjustment and the Warrant Price, Class and number of Shares in effect upon the date of such adjustment.

 

SECTION 3.                            REPRESENTATIONS AND COVENANTS OF THE COMPANY.

 

3.1                               Representations and Warranties.  The Company represents and warrants to, and agrees with, the Holder as follows:

 

(a)                                 The initial Warrant Price referenced on the first page of this Warrant is not greater than the price per share at which shares of the Class were last sold and issued prior to the Issue Date hereof in an arms-length transaction in which at least $500,000 of such shares were sold.

 

(b)                                 All Shares which may be issued upon the exercise of this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws.  The Company covenants that it shall at all times cause to be reserved and kept available out of its authorized and unissued capital stock such number of shares of the Class, common stock and other securities as will be sufficient to permit the exercise in full of this Warrant and the conversion of the Shares into common stock or such other securities.

 

(c)                                  The Company’s capitalization table attached hereto as Schedule 1 is true and complete, in all material respects, as of the Issue Date.

 

3.2                               Notice of Certain Events.  If the Company proposes at any time to:

 

(a)                                 declare any dividend or distribution upon the outstanding shares of the Class or common stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend;

 

(b)                                 offer for subscription or sale pro rata to the holders of the outstanding shares of the Class any additional shares of any class or series of the Company’s stock (other than pursuant to contractual pre-emptive rights);

 



 

(c)                                  effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of the outstanding shares of the Class;

 

(d)                                 effect an Acquisition or liquidate, dissolve or wind up; or

 

(e)                                  effect an IPO;

 

then, in connection with each such event, the Company shall give Holder:

 

(1)                                 at least seven (7) Business Days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of outstanding shares of the Class will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (a) and (b) above;

 

(2)                                 in the case of the matters referred to in (c) and (d) above at least seven (7) Business Days prior written notice of the date when the same will take place (and specifying the date on which the holders of outstanding shares of the Class will be entitled to exchange their shares for the securities or other property deliverable upon the occurrence of such event); and

 

(3)                                 with respect to the IPO, at least seven (7) Business Days prior written notice of the date on which the Company proposes to file its registration statement in connection therewith.

 

Reference is made to Section 1.6(c) whereby this Warrant will be deemed to be exercised pursuant to Section 1.2 hereof if the Company does not give written notice to Holder of a Cash/Public Acquisition as required by the terms hereof.  Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements.

 

SECTION 4.                            REPRESENTATIONS, WARRANTIES OF THE HOLDER.

 

The Holder represents and warrants to the Company as follows:

 

4.1                               Purchase for Own Account.  This Warrant and the securities to be acquired upon exercise of this Warrant by Holder are being acquired for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act.  Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant or the Shares.

 

4.2                               Disclosure of Information.  Holder is aware of the Company’s business affairs and financial condition and has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities.  Holder further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to Holder or to which Holder has access.

 

4.3                               Investment Experience.  Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk.  Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic risk of such Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience

 



 

in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business acumen and financial circumstances of such persons.

 

4.4                               Accredited Investor Status.  Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.

 

4.5                               The Act.  Holder understands that this Warrant and the Shares issuable upon exercise hereof have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein.  Holder understands that this Warrant and the Shares issued upon any exercise hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available.  Holder is aware of the provisions of Rule 144 promulgated under the Act.

 

4.6                               Market Stand-off Agreement.  The Holder agrees that the Shares shall be subject to the Market Standoff provisions in Section 1.3(c) of the Amended and Restated Investor Rights Agreement of the Company or the corresponding provision of any similar or successor agreement.

 

4.7                               No Voting Rights.  Holder, as a Holder of this Warrant, will not have any voting rights until the exercise of this Warrant.

 

SECTION 5.                            MISCELLANEOUS.

 

5.1                               Term; Automatic Cashless Exercise Upon Expiration.

 

(a)                                 Term.  Subject to the provisions of Section 1.6 above, this Warrant is exercisable in whole or in part at any time and from time to time on or before 6:00 PM, Eastern time, on the Expiration Date and shall be void thereafter.

 

(b)                                 Automatic Cashless Exercise upon Expiration.  In the event that, upon the Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall, within a reasonable time, deliver a certificate representing the Shares (or such other securities) issued upon such exercise to Holder.

 

5.2                               Legends.  Each certificate evidencing Shares (and each certificate evidencing the securities issued upon conversion of any Shares, if any) shall be imprinted with a legend in substantially the following form:

 

THE SHARES EVIDENCED BY THIS CERTIFICATE 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 THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE ISSUER TO OXFORD FINANCE LLC DATED [NOVEMBER 16, 2012 / AUGUST 5, 2013 / JUNE 27, 2014] 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.

 

5.3                               Compliance with Securities Laws on Transfer.  This Warrant and the Shares issued upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company).  The Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate of Holder, provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act.  Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability of Rule 144 promulgated under the Act.

 

5.4                               Transfer Procedure.  After receipt by Holder of the executed Warrant, Oxford may transfer all or part of this Warrant to one or more of Oxford’s affiliates (each, an “Oxford Affiliate”), by execution of an Assignment substantially in the form of Appendix 2.  Subject to the provisions of Article 5.3 and upon providing the Company with written notice, Oxford, any such Oxford Affiliate and any subsequent Holder, may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the Shares issuable directly or indirectly, upon conversion of the Shares, if any) to any transferee, provided, however, in connection with any such transfer, the Oxford Affiliate(s) or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable).  Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

 

5.5                               Notices.  All notices and other communications hereunder from the Company to the Holder, or vice versa, shall be deemed delivered and effective (i) when given personally, (ii) on the third (3rd) Business Day after being mailed by first-class registered or certified mail, postage prepaid, (iii) upon actual receipt if given by facsimile or electronic mail and such receipt is confirmed in writing by the recipient, or (iv) on the first Business Day following delivery to a reliable overnight courier service, courier fee prepaid, in any case at such address as may have been furnished to the Company or Holder, as the case may be, in writing by the Company or such Holder from time to time in accordance with the provisions of this Section 5.5.  All notices to Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer or otherwise:

 

Oxford Finance LLC

133 N. Fairfax Street

Alexandria, VA 22314

Attn: Legal Department

Telephone: (###) ###-####

Facsimile: (###) ###-####

Email: ###############@#############.###

 



 

Notice to the Company shall be addressed as follows until Holder receives notice of a change in address:

 

Inspire Medical Systems, Inc.

9700 63rd Avenue North, Suite 200

Maple Grove, MN 55369

Attn:  Tim Herbert

Telephone:  (###) ###-####

Facsimile: (###) ###-####

Email:  ##########@############.###

 

With a copy (which shall not constitute notice) to:

 

Leonard, Street and Deinard

150 S. Fifth Street, Suite 2300

Minneapolis, MN 55402

Attn:  Thomas P. Sanders

Telephone:  (###) ###-####

Facsimile:  (###) ###-####

Email:  ###.#######@#######.###

 

5.6                               Waiver.  This Warrant and any term hereof may be changed, waived, discharged or terminated (either generally or in a particular instance and either retroactively or prospectively) only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

 

5.7                               Attorneys’ Fees.  In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

 

5.8                               Counterparts; Facsimile/Electronic Signatures.  This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement.  Any signature page delivered electronically or by facsimile shall be binding to the same extent as an original signature page with regards to any agreement subject to the terms hereof or any amendment thereto.

 

5.9                               Governing Law.  This Warrant shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its principles regarding conflicts of law.

 

5.10                        Headings.  The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.

 

5.11                        Business Days.  “Business Day” is any day that is not a Saturday, Sunday or a day on which Oxford Finance LLC is closed.

 

[Signature page follows]

 



 

IN WITNESS WHEREOF, the parties have caused this Warrant to Purchase Stock to be executed by their duly authorized representatives effective as of the Issue Date written above.

 

 

“COMPANY”

 

 

 

INSPIRE MEDICAL SYSTEMS, INC.

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

“HOLDER”

 

 

 

OXFORD FINANCE LLC

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

[Signature Page to Warrant to Purchase Stock]

 



 

APPENDIX 1

 

NOTICE OF EXERCISE

 

1.                                      The undersigned Holder hereby exercises its right purchase             shares of the Common/Series        Preferred [circle one] Stock of INSPIRE MEDICAL SYSTEMS, INC. (the “Company”) in accordance with the attached Warrant To Purchase Stock, and tenders payment of the aggregate Warrant Price for such shares as follows:

 

o                                    check in the amount of $            payable to order of the Company enclosed herewith

 

o                                    Wire transfer of immediately available funds to the Company’s account

 

o                                    Cashless Exercise pursuant to Section 1.2 of the Warrant

 

o                                    Other [Describe]

 

2.                                      Please issue a certificate or certificates representing the Shares in the name specified below:

 

 

 

Holder’s Name

 

 

 

 

 

 

 

 

 

(Address)

 

 

3.                                      By its execution below and for the benefit of the Company, Holder hereby restates each of the representations and warranties in Section 4 of the Warrant to Purchase Stock as of the date hereof.

 

 

HOLDER:

 

 

 

 

 

 

 

By:

 

 

 

 

 

Name:

 

 

 

 

 

Title:

 

 

 

 

 

Date:

 

 



 

APPENDIX 2

 

ASSIGNMENT

 

For value received, Oxford Finance LLC hereby sells, assigns and transfers unto

 

Name:

[OXFORD TRANSFEREE]

 

 

Address:

 

 

 

Tax ID:

 

 

that certain Warrant to Purchase Stock issued by INSPIRE MEDICAL SYSTEMS, INC. (the “Company”), on [November 16, 2012 / August 5, 2013 / June 27, 2014] (the “Warrant”) together with all rights, title and interest therein.

 

 

OXFORD FINANCE LLC

 

 

 

 

 

By:

 

 

 

 

 

Name:

 

 

 

 

 

Title:

 

 

 

Date:

 

 

 

 

By its execution below, and for the benefit of the Company, [OXFORD TRANSFEREE] makes each of the representations and warranties set forth in Article 4 of the Warrant and agrees to all other provisions of the Warrant as of the date hereof.

 

 

[OXFORD TRANSFEREE]

 

 

 

 

 

By:

 

 

 

 

 

Name:

 

 

 

 

 

Title:

 

 



EX-4.4 7 a2235179zex-4_4.htm EX-4.4

Exhibit 4.4

 

Warrant Title

 

Issue Date

 

Expiration Date

 

Type/Series of
Stock

 

Number of
Shares

 

Warrant Price

Warrant to Purchase Stock

 

November 16, 2012

 

November 16, 2022

 

Series C Preferred

 

93,458

 

$

1.07 per share

Warrant to Purchase Stock (Term B)

 

August 5, 2013

 

August 5, 2023

 

Series C Preferred

 

37,384

 

$

1.07 per share

Warrant to Purchase Stock

 

June 27, 2014

 

June 27, 2024

 

Series E Preferred

 

38,167

 

$

2.62 per share

 

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 FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

 

WARRANT TO PURCHASE STOCK

[(Term B)]

 

Company:

 

Inspire Medical Systems, Inc., a Delaware corporation

Number of Shares:

 

 

Type/Series of Stock:

 

[Series C Preferred / Series E Preferred]

Warrant Price:

 

[$1.07 / $2.62] per share

Issue Date:

 

[November 16, 2012 / August 5, 2013 / June 27, 2014]

Expiration Date:

 

[November 16, 2022 / August 5, 2023 / June 27, 2024] See also Section 5.1(b).

 

Credit Facility:                                        This Warrant to Purchase Stock (“Warrant”) is issued in connection with that certain [Amended and Restated] Loan and Security Agreement of even date herewith among Oxford Finance LLC (“Oxford”), as Lender and Collateral Agent, the Lenders from time to time party thereto, including Silicon Valley Bank and the Company (as modified, amended and/or restated from time to time, the “Loan Agreement”).

 

THIS WARRANT CERTIFIES THAT, for good and valuable consideration, SILICON VALLEY BANK (together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to purchase the number of fully paid and non-assessable shares (the “Shares”) of the above-stated Type/Series of Stock (the “Class”) of the above-named company (the “Company”) at the above-stated Warrant Price, all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant.  Reference is made to Section 5.4 of this Warrant whereby Silicon Valley Bank shall transfer this Warrant to its parent company, SVB Financial Group.

 

SECTION 1. EXERCISE.

 

1.1                               Method of Exercise.  Holder may at any time and from time to time exercise this Warrant, in whole or in part, by delivering to the Company the original of this Warrant together with a duly executed Notice of Exercise in substantially the form attached hereto as Appendix 1 and, unless Holder is exercising this Warrant pursuant to a cashless exercise set forth in Section 1.2, a check, wire

 



 

transfer of same-day funds (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased.

 

1.2                               Cashless Exercise.  On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised.  Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula:

 

X = Y(A-B)/A

 

where:

 

X =                             the number of Shares to be issued to the Holder;

 

Y =                             the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price);

 

A =                             the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and

 

B =                             the Warrant Price.

 

1.3                               Fair Market Value.  If the Company’s common stock is then traded or quoted on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market (a “Trading Market”) and the Class is common stock, the fair market value of a Share shall be the closing price or last sale price of a share of common stock reported for the Business Day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company.  If the Company’s common stock is then traded in a Trading Market and the Class is a series of the Company’s convertible preferred stock, the fair market value of a Share shall be the closing price or last sale price of a share of the Company’s common stock reported for the Business Day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company multiplied by the number of shares of the Company’s common stock into which a Share is then convertible.  If the Company’s common stock is not traded in a Trading Market, the Board of Directors of the Company shall determine the fair market value of a Share in its reasonable good faith judgment.

 

1.4                               Delivery of Certificate and New Warrant.  Within a reasonable time after Holder exercises this Warrant in the manner set forth in Section 1.1 or 1.2 above, the Company shall deliver to Holder a certificate representing the Shares issued to Holder upon such exercise and, if this Warrant has not been fully exercised and has not expired, a new warrant of like tenor representing the Shares not so acquired.

 

1.5                               Replacement of Warrant.  On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form, substance and amount to the Company or, in the case of mutilation, on surrender of this Warrant to the Company for cancellation, the Company shall, within a reasonable time, execute and deliver to Holder, in lieu of this Warrant, a new warrant of like tenor and amount.

 

2



 

1.6                               Treatment of Warrant Upon Acquisition of Company.

 

(a)                                 Acquisition.  For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization; or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power.

 

(b)                                 Treatment of Warrant at Acquisition.  In the event of an Acquisition in which the consideration to be received by the Company’s stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”), either  (i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (ii) if Holder elects not to exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition.

 

(c)                                  The Company shall provide Holder with written notice of its request relating to the Cash/Public Acquisition (together with such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which is to be delivered to Holder not less than seven (7) Business Days prior to the closing of the proposed Cash/Public Acquisition.  In the event the Company does not provide such notice, then if, immediately prior to the Cash/Public Acquisition, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon such exercise to the Holder and Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as the date thereof.

 

(d)                                 Upon the closing of any Acquisition other than a Cash/Public Acquisition defined above, the acquiring, surviving or successor entity shall assume the obligations of this Warrant, and this Warrant shall thereafter be exercisable for the same securities and/or other property as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with the provisions of this Warrant.

 

(e)                                  As used in this Warrant, “Marketable Securities” means securities meeting all of the following requirements: (i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is then current in its filing of all required reports and other information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by Holder in connection with the Acquisition were Holder to exercise this Warrant on or prior to the closing thereof is then traded in Trading Market, and (iii) Holder would be able to publicly re-sell, within six (6) months

 

3



 

following the closing of such Acquisition, all of the issuer’s shares and/or other securities that would be received by Holder in such Acquisition were Holder to exercise this Warrant in full on or prior to the closing of such Acquisition.

 

SECTION 2. ADJUSTMENTS TO THE SHARES AND WARRANT PRICE.

 

2.1                               Stock Dividends, Splits, Etc.  If the Company declares or pays a dividend or distribution on the outstanding shares of the Class payable in common stock or other securities or property (other than cash), then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without additional cost to Holder, the total number and kind of securities and property which Holder would have received had Holder owned the Shares of record as of the date the dividend or distribution occurred.  If the Company subdivides the outstanding shares of the Class by reclassification or otherwise into a greater number of shares, the number of Shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased.  If the outstanding shares of the Class are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased.

 

2.2                               Reclassification, Exchange, Combinations or Substitution.  Upon any event whereby all of the outstanding shares of the Class are reclassified, exchanged, combined, substituted, or replaced for, into, with or by Company securities of a different class and/or series, then from and after the consummation of such event, this Warrant will be exercisable for the number, class and series of Company securities that Holder would have received had the Shares been outstanding on and as of the consummation of such event, and subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.  The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, combinations substitutions, replacements or other similar events.

 

2.3                               Conversion of Preferred Stock.  If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

 

2.4                               Adjustments for Diluting Issuances.  Without duplication of any adjustment otherwise provided for in this Section 2, the number of shares of common stock issuable upon conversion of the Shares shall be subject to anti-dilution adjustment from time to time in the manner set forth in the Company’s Articles or Certificate of Incorporation as if the Shares were issued and outstanding on and as of the date of any such required adjustment.

 

2.5                               No Fractional Share.  No fractional Share shall be issuable upon exercise of this Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share.  If a

 

4



 

fractional Share interest arises upon any exercise of the Warrant, the Company shall eliminate such fractional Share interest by paying Holder in cash the amount computed by multiplying the fractional interest by (i) the fair market value (as determined in accordance with Section 1.3 above) of a full Share, less (ii) the then-effective Warrant Price.

 

2.6                               Notice/Certificate as to Adjustments.  Upon each adjustment of the Warrant Price, Class and/or number of Shares, the Company, at the Company’s expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant Price, Class and/or number of Shares and facts upon which such adjustment is based.  The Company shall, upon written request from Holder, furnish Holder with a certificate of its Chief Financial Officer, including computations of such adjustment and the Warrant Price, Class and number of Shares in effect upon the date of such adjustment.

 

SECTION 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.

 

3.1                               Representations and Warranties.  The Company represents and warrants to, and agrees with, the Holder as follows:

 

(a)                                 The initial Warrant Price referenced on the first page of this Warrant is not greater than the price per share at which shares of the Class were last sold and issued prior to the Issue Date hereof in an arms-length transaction in which at least $500,000 of such shares were sold.

 

(b)                                 All Shares which may be issued upon the exercise of this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws.  The Company covenants that it shall at all times cause to be reserved and kept available out of its authorized and unissued capital stock such number of shares of the Class, common stock and other securities as will be sufficient to permit the exercise in full of this Warrant and the conversion of the Shares into common stock or such other securities.

 

(c)                                  The Company’s capitalization table attached hereto as Schedule 1 is true and complete, in all material respects, as of the Issue Date.

 

3.2                               Notice of Certain Events.  If the Company proposes at any time to:

 

(a)                           declare any dividend or distribution upon the outstanding shares of the Class or common stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend;

 

(b)                           offer for subscription or sale pro rata to the holders of the outstanding shares of the Class any additional shares of any class or series of the Company’s stock (other than pursuant to contractual pre-emptive rights);

 

(c)                            effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of the outstanding shares of the Class;

 

(d)                           effect an Acquisition or liquidate, dissolve or wind up; or

 

(e)                            effect an IPO;

 

5



 

then, in connection with each such event, the Company shall give Holder:

 

(1) at least seven (7) Business Days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of outstanding shares of the Class will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (a) and (b) above;

 

(2) in the case of the matters referred to in (c) and (d) above at least seven (7) Business Days prior written notice of the date when the same will take place (and specifying the date on which the holders of outstanding shares of the Class will be entitled to exchange their shares for the securities or other property deliverable upon the occurrence of such event); and

 

(3) with respect to the IPO, at least seven (7) Business Days prior written notice of the date on which the Company proposes to file its registration statement in connection therewith.

 

Reference is made to Section 1.6(c) whereby this Warrant will be deemed to be exercised pursuant to Section 1.2 hereof if the Company does not give written notice to Holder of a Cash/Public Acquisition as required by the terms hereof.  Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements.

 

SECTION 4. REPRESENTATIONS, WARRANTIES OF THE HOLDER.

 

The Holder represents and warrants to the Company as follows:

 

4.1                                     Purchase for Own Account.  This Warrant and the securities to be acquired upon exercise of this Warrant by Holder are being acquired for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act.  Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant or the Shares.

 

4.2                                     Disclosure of Information.  Holder is aware of the Company’s business affairs and financial condition and has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities.  Holder further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to Holder or to which Holder has access.

 

4.3                                     Investment Experience.  Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk.  Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic risk of such Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and

 

6



 

duration that enables Holder to be aware of the character, business acumen and financial circumstances of such persons.

 

4.4                                     Accredited Investor Status.  Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.

 

4.5                                     The Act.  Holder understands that this Warrant and the Shares issuable upon exercise hereof have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein.  Holder understands that this Warrant and the Shares issued upon any exercise hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available.  Holder is aware of the provisions of Rule 144 promulgated under the Act.

 

4.6                                       Market Stand-off Agreement.  The Holder agrees that the Shares shall be subject to the Market Standoff provisions in Section 1.3(c) of the Amended and Restated Investor Rights Agreement of the Company or the corresponding provision of any similar or successor agreement.

 

4.7                                       No Voting Rights.  Holder, as a Holder of this Warrant, will not have any voting rights until the exercise of this Warrant.

 

SECTION 5. MISCELLANEOUS.

 

5.1                               Term and Automatic Conversion Upon Expiration.

 

(a)                                 Term. Subject to the provisions of Section 1.6 above, this Warrant is exercisable in whole or in part at any time and from time to time on or before 6:00 PM, Pacific time, on the Expiration Date and shall be void thereafter.

 

(b)                                 Automatic Cashless Exercise upon Expiration.  In the event that, upon the Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall, within a reasonable time, deliver a certificate representing the Shares (or such other securities) issued upon such exercise to Holder.

 

5.2                               Legends.                                                The Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in substantially the following form:

 

THE SHARES EVIDENCED BY THIS CERTIFICATE 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 THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE ISSUER TO SILICON VALLEY BANK DATED [NOVEMBER 16, 2012 / AUGUST 5, 2013 / JUNE 27, 2014] 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 ISSUER, SUCH OFFER,

 

7



 

SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

 

5.3                               Compliance with Securities Laws on Transfer.  This Warrant and the Shares issuable upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company).  The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s parent company) or any other affiliate of Holder, provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act.  Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability of Rule 144 promulgated under the Act.

 

5.4 Transfer Procedure.  After receipt by Silicon Valley Bank of the executed Warrant, Silicon Valley Bank will transfer all of this Warrant to its parent company, SVB Financial Group.  By its acceptance of this Warrant, SVB Financial Group hereby makes to the Company each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder hereof.  Subject to the provisions of Section 5.3 and upon providing the Company with written notice, SVB Financial Group and any subsequent Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable directly or indirectly, upon conversion of the Shares, if any) to any transferee, provided, however, in connection with any such transfer, SVB Financial Group or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee other than SVB Financial Group shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant.  Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

 

5.5                               Notices.  All notices and other communications hereunder from the Company to the Holder, or vice versa, shall be deemed delivered and effective (i) when given personally, (ii) on the third (3rd) Business Day after being mailed by first-class registered or certified mail, postage prepaid, (iii) upon actual receipt if given by facsimile or electronic mail and such receipt is confirmed in writing by the recipient, or (iv) on the first Business Day following delivery to a reliable overnight courier service, courier fee prepaid, in any case at such address as may have been furnished to the Company or Holder, as the case may be, in writing by the Company or such Holder from time to time in accordance with the provisions of this Section 5.5.  All notices to Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer or otherwise:

 

SVB Financial Group

Attn:  Treasury Department

3003 Tasman Drive, HC 215

Santa Clara, CA 95054

 

8



 

Telephone:  (###) ###-####

Facsimile:  (###) ###-####

Email address:  ###########@###.###

 

Notice to the Company shall be addressed as follows until Holder receives notice of a change in address:

 

Inspire Medical Systems, Inc.

Attn:  Tim Herbert

9700 63rd Avenue North, Suite 200

Maple Grove, MN 55369

Telephone:  (###) ###-####

Facsimile:  (###) ###-####

Email:  ##########@############.###

 

5.6                               Waiver.  This Warrant and any term hereof may be changed, waived, discharged or terminated (either generally or in a particular instance and either retroactively or prospectively) only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

 

5.7                               Attorney’s Fees.  In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

 

5.8                               Counterparts; Facsimile/Electronic Signatures.  This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement.  Any signature page delivered electronically or by facsimile shall be binding to the same extent as an original signature page with regards to any agreement subject to the terms hereof or any amendment thereto.

 

5.9                               Governing Law.  This Warrant shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its principles regarding conflicts of law.

 

5.10                        Headings.  The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.

 

5.11                        Business Days.  “Business Day” is any day that is not a Saturday, Sunday or a day on which Silicon Valley Bank is closed.

 

[Remainder of page left blank intentionally]

 

[Signature page follows]

 

9



 

IN WITNESS WHEREOF, the parties have caused this Warrant to Purchase Stock to be executed by their duly authorized representatives effective as of the Issue Date written above.

 

 

“COMPANY”

 

 

 

INSPIRE MEDICAL SYSTEMS, INC.

 

 

 

 

 

 

 

By:

 

 

 

 

 

Name:

 

 

 

(Print)

 

Title:

 

 

 

 

“HOLDER”

 

 

 

SILICON VALLEY BANK

 

 

 

 

 

 

 

By:

 

 

 

 

 

Name:

 

 

(Print)

 

 

Title:

 

 

 

[Signature Page to Warrant to Purchase Stock]

 



 

APPENDIX 1

 

NOTICE OF EXERCISE

 

1.                                      The undersigned Holder hereby exercises its right purchase             shares of the Common/Series      Preferred [circle one] Stock of INSPIRE MEDICAL SYSTEMS, INC.  (the “Company”) in accordance with the attached Warrant To Purchase Stock, and tenders payment of the aggregate Warrant Price for such shares as follows:

 

o

 

check in the amount of $        payable to order of the Company enclosed herewith

 

 

 

o

 

Wire transfer of immediately available funds to the Company’s account

 

 

 

o

 

Cashless Exercise pursuant to Section 1.2 of the Warrant

 

 

 

o

 

Other [Describe]

 

2.                                      Please issue a certificate or certificates representing the Shares in the name specified below:

 

 

 

 

 

Holder’s Name

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Address)

 

 

3.   By its execution below and for the benefit of the Company, Holder hereby restates each of the representations and warranties in Section 4 of the Warrant to Purchase Stock as of the date hereof.

 

 

HOLDER:

 

 

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

 

Name:

 

 

 

 

 

Title:

 

 

 

 

 

(Date):

 

 

Schedule 1

 



EX-4.5 8 a2235179zex-4_5.htm EX-4.5

Exhibit 4.5

 

In accordance with Instruction 2 to Item 601 of Regulation S-K, below is a schedule setting forth details in which the omitted executed warrants differ from the form of warrant that follows:

 

Issue Date

 

Expiration Date

 

Type/Series of 
Stock

 

Number of Shares

 

Warrant Price

August 7, 2015

 

August 7, 2025

 

Series E Preferred

 

12,404

 

$

2.62 per share

August 7, 2015

 

August 7, 2025

 

Series E Preferred

 

17,176

 

$

2.62 per share

February 24, 2017

 

February 24, 2027

 

Series F Preferred

 

29,197

 

$

1.37 per share

February 7, 2018

 

February 7, 2028

 

Series F Preferred

 

233,577

 

$

1.37 per share

 

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 COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

 

WARRANT TO PURCHASE STOCK

 

Company:

 

Inspire Medical Systems, Inc., a Delaware corporation

Number of Shares:

 

 

Type/Series of Stock:

 

[Series E Preferred / Series F Preferred] (Subject to Section 1.7)

Warrant Price:

 

[$2.62 / $1.37] (Subject to Section 1.7)

Issue Date:

 

[August 7, 2015 / February 24, 2017 / February 7, 2018]

Expiration Date:

 

[August 7, 2025 / February 24, 2027 / February 7, 2028] See also Section 5.1(b).

Credit Facility:

 

This Warrant to Purchase Stock (“Warrant”) is issued in connection with that certain Loan and Security Agreement dated as of August 7, 2015 among Oxford Finance LLC, as Lender and Collateral Agent, the Lenders from time to time party thereto, and the Company (as modified, amended and/or restated from time to time, the “Loan Agreement”).

 

THIS WARRANT CERTIFIES THAT, for good and valuable consideration, OXFORD FINANCE LLC (“Oxford” and, together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to purchase the number of fully paid and non-assessable shares (the “Shares”) of the above-stated Type/Series of Stock (the “Class”) of the above-named company (the “Company”) at the above-stated Warrant Price, all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant.

 

SECTION 1.                            EXERCISE.

 

1.1                                       Method of Exercise. Holder may at any time and from time to time exercise this Warrant, in whole or in part, by delivering to the Company the original of this Warrant together with a duly executed Notice of Exercise in substantially the form attached hereto as Appendix 1 and, unless Holder is exercising this Warrant pursuant to a cashless exercise set forth in Section 1.2, a check, wire transfer of same-day funds (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased.

 

1.2                                       Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non- assessable Shares as are computed using the following formula:

 



 

X = Y(A-B)/A

 

where:

 

X =                             the number of Shares to be issued to the Holder;

 

Y =                             the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price);

 

A =                             the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and

 

B =                             the Warrant Price.

 

1.3                                       Fair Market Value. If the Company’s common stock is then traded or quoted on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market (a “Trading Market”) and the Class is common stock, the fair market value of a Share shall be the closing price or last sale price of a share of common stock reported for the Business Day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company. If the Company’s common stock is then traded in a Trading Market and the Class is a series of the Company’s convertible preferred stock, the fair market value of a Share shall be the closing price or last sale price of a share of the Company’s common stock reported for the Business Day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company multiplied by the number of shares of the Company’s common stock into which a Share is then convertible. If the Company’s common stock is not traded in a Trading Market, the Board of Directors of the Company shall determine the fair market value of a Share in its reasonable good faith judgment.

 

1.4                                       Delivery of Certificate and New Warrant. Within a reasonable time after Holder exercises this Warrant in the manner set forth in Section 1.1 or 1.2 above, the Company shall deliver to Holder a certificate representing the Shares issued to Holder upon such exercise and, if this Warrant has not been fully exercised and has not expired, a new warrant of like tenor representing the Shares not so acquired.

 

1.5                                       Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form, substance and amount to the Company or, in the case of mutilation, on surrender of this Warrant to the Company for cancellation, the Company shall, within a reasonable time, execute and deliver to Holder, in lieu of this Warrant, a new warrant of like tenor and amount.

 

1.6                                       Treatment of Warrant Upon Acquisition of Company.

 

(a)                                         Acquisition. For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization (or,  if such Company stockholders beneficially own a majority of the outstanding voting power of the surviving or successor entity as of immediately after such merger, consolidation or reorganization, such surviving or successor entity is not the Company); or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power.

 

(b)                                         Treatment of Warrant at Acquisition. In the event of an Acquisition in which the consideration to be received by the Company’s stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”), either (i) Holder shall exercise

 

2



 

this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (ii) if Holder elects not to exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition.

 

(c)                                          The Company shall provide Holder with written notice of its request relating to the Cash/Public Acquisition (together with such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which is to be delivered to Holder not less than seven (7) Business Days prior to the closing of the proposed Cash/Public Acquisition. In the event the Company does not provide such notice, then if, immediately prior to the Cash/Public Acquisition, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon such exercise to the Holder and Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as the date thereof.

 

(d)                                         Upon the closing of any Acquisition other than a Cash/Public Acquisition defined above, the acquiring, surviving or successor entity shall assume the obligations of this Warrant, and this Warrant shall thereafter be exercisable for the same securities and/or other property as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with the provisions of this Warrant.

 

(e)                                          As used in this Warrant, “Marketable Securities” means securities meeting all of the following requirements: (i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is then current in its filing of all required reports and other information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by Holder in connection with the Acquisition were Holder to exercise this Warrant on or prior to the closing thereof is then traded in a Trading Market, and (iii) Holder would be able to publicly re-sell, within six (6) months following the closing of such Acquisition, all of the issuer’s shares and/or other securities that would be received by Holder in such Acquisition were Holder to exercise this Warrant in full on or prior to the closing of such Acquisition.

 

1.7                                       Adjustment to Class of Shares; Number of Shares; Warrant Price; Adjustments Cumulative.  If, upon the closing of the Next Equity Financing, the Next Equity Financing Price shall be less than the Warrant Price in effect as of immediately prior thereto, then the “Class” shall be Next Equity Financing Securities from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant and the “Warrant Price” shall be the Next Equity Financing Price from and after such closing, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant; provided, that upon such date, if any, as the “Class” becomes Next Equity Financing Securities pursuant to this sentence, this Warrant shall be exercisable for such number of shares of such Class as shall equal (i) the product of (a) the number of shares for which this Warrant was originally exercisable and (b) the warrant price for which this Warrant was originally exercisable, divided by (ii) the Next Equity Financing Price, subject to adjustment thereafter from time to time in accordance with the provisions of this Warrant. As used herein (i) “Next Equity Financing” means the first sale or issuance by the Company on or after the Issue Date of this Warrant set forth above, in a single transaction or series of related transactions, of shares of its convertible preferred stock or other senior equity securities to one or more investors for cash for financing purposes; (ii) “Next Equity Financing Securities” means the type, class and series of convertible preferred stock or other senior equity security sold or issued by the Company in the Next Equity Financing; and (iii) “Next Equity Financing Price” means the lowest price per share for which Next Equity Financing Securities are sold or issued by the Company in the Next Equity Financing.

 

SECTION 2.                              ADJUSTMENTS TO THE SHARES AND WARRANT PRICE.

 

2.1                                       Stock Dividends, Splits, Etc. If the Company declares or pays a dividend or distribution

 

3



 

on the outstanding shares of the Class payable in common stock or other securities or property (other than cash),  then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without additional cost to Holder, the total number and kind of securities and property which Holder would have received had Holder owned the Shares of record as of the date the dividend or distribution occurred. If the Company subdivides the outstanding shares of the Class by reclassification or otherwise into a greater number of shares, the number of Shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased.  If the outstanding shares of the Class are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased.

 

2.2                                       Reclassification, Exchange, Combinations or Substitution. Upon any event whereby all of the outstanding shares of the Class are reclassified, exchanged, combined, substituted, or replaced for, into,  withor by Company securities of a different class and/or series, then from and after the consummation of such event, this Warrant will be exercisable for the number, class and series of Company securities that Holder would have received had the Shares been outstanding on and as of the consummation of such event, and subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, combinations, substitutions, replacements or other similar events.

 

2.3                                       Conversion of Preferred Stock. If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

 

2.4                                       Adjustments for Diluting Issuances. Without duplication of any adjustment otherwise provided for in this Section 2, the number of shares of common stock issuable upon conversion of the Shares shall be subject to anti-dilution adjustment from time to time in the manner set forth in the Company’s Articles or Certificate of Incorporation as if the Shares were issued and outstanding on and as of the date of any such required adjustment.

 

2.5                                       No Fractional Share. No fractional Share shall be issuable upon exercise of this Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional Share interest arises upon any exercise of the Warrant, the Company shall eliminate such fractional Share interest by paying Holder in cash the amount computed by multiplying the fractional interest by (i) the fair market value (as determined in accordance with Section 1.3 above) of a full Share, less (ii) the then-effective Warrant Price.

 

2.6                                       Notice/Certificate as to Adjustments. Upon each adjustment of the Warrant Price, Class and/or number of Shares, the Company, at the Company’s expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant Price, Class and/or number of Shares and facts upon which such adjustment is based. The Company shall, upon written request from Holder, furnish Holder with a certificate of its Chief Financial Officer, including computations of such adjustment and the Warrant Price, Class and number of Shares in effect upon the date of such adjustment.

 

SECTION 3.                      REPRESENTATIONS AND COVENANTS OF THE COMPANY.

 

3.1                                       Representations and Warranties. The Company represents and warrants to, and agrees with, the Holder as follows:

 

4



 

(a)                                         The initial Warrant Price referenced on the first page of this Warrant is not greater than the price per share at which shares of the Class were last sold and issued prior to the Issue Date hereof in an arms- length transaction in which at least Five Hundred Thousand Dollars ($500,000.00) of such shares were sold.

 

(b)                                 All Shares which may be issued upon the exercise of this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws. The Company covenants that it shall at all times cause to be reserved and kept available out of its authorized and unissued capital stock such number of shares of the Class, common stock and other securities as will be sufficient to permit the exercise in full of this Warrant and the conversion of the Shares into common stock or such other securities.The Company’s capitalization table attached hereto as Schedule 1 is true and complete, in all material respects, as of the Issue Date.

 

3.2                               Notice of Certain Events.  If the Company proposes at any time to:

 

(a)                                         declare any dividend or distribution upon the outstanding shares of the Class or common stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend;

 

(b)                                         offer for subscription or sale pro rata to the holders of the outstanding shares of the Class any additional shares of any class or series of the Company’s stock (other than pursuant to contractual pre-emptive rights);

 

(c)                                          effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of the outstanding shares of the Class;

 

(d)                                         effect an Acquisition or liquidate, dissolve or wind up; or

 

(e)                                          effect an IPO;

 

then, in connection with each such event, the Company shall give Holder:

 

(1)                                         at least seven (7) Business Days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of outstanding shares of the Class will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (a) and (b) above;

 

(2)                                         in the case of the matters referred to in (c) and (d) above at least seven (7) Business Days prior written notice of the date when the same will take place (and specifying the date on which the holders of outstanding shares of the Class will be entitled to exchange their shares for the securities or other property deliverable upon the occurrence of such event); and

 

(3)                                         with respect to the IPO, at least seven (7) Business Days prior written notice of the date on which the Company proposes to file its registration statement in connection therewith.

 

Reference is made to Section 1.6(c) whereby this Warrant will be deemed to be exercised pursuant to Section 1.2 hereof if the Company does not give written notice to Holder of a Cash/Public Acquisition as required by the terms hereof.  Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements.

 

SECTION 4.                      REPRESENTATIONS, WARRANTIES OF THE HOLDER.

 

The Holder represents and warrants to the Company as follows:

 

4.1                                       Purchase for Own Account. This Warrant and the securities to be acquired upon exercise of this Warrant by Holder are being acquired for investment for Holder’s account, not as a nominee or agent, and not

 

5



 

with a view to the public resale or distribution within the meaning of the Act. Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant or the Shares.

 

4.2                                       Disclosure of Information. Holder is aware of the Company’s business affairs and financial condition and has received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities.  Holder further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to Holder or to which Holder has access.

 

4.3                                       Investment Experience. Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk.  Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic risk of such Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business acumen and financial circumstances of such persons.

 

4.4                                       Accredited Investor Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.

 

4.5                                       The Act. Holder understands that this Warrant and the Shares issuable upon exercise hereof have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein. Holder understands that this Warrant and the Shares issued upon any exercise hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available. Holder is aware of the provisions of Rule 144 promulgated under the Act.

 

4.6                                       Market Stand-off Agreement. The Holder agrees that the Shares shall be subject to the Market Standoff provisions in Section 1.3(c) of the Amended and Restated Investor Rights Agreement of the Company or the corresponding provision of any similar or successor agreement.

 

4.7                                       No Voting Rights. Holder, as a Holder of this Warrant, will not have any voting rights until the exercise of this Warrant.

 

SECTION 5.                            MISCELLANEOUS.

 

5.1                                       Term; Automatic Cashless Exercise Upon Expiration.

 

(a)                                         Term.  Subject to the provisions of Section 1.6 above, this Warrant is exercisable in whole or in part at any time and from time to time on or before 6:00 PM, Eastern time, on the Expiration Date and shall be void thereafter.

 

(b)                                         Automatic Cashless Exercise upon Expiration. In the event that, upon the Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall, within a reasonable time, deliver a certificate representing the Shares (or such other securities) issued upon such exercise to Holder.

 

6



 

5.2                                       Legends. Each certificate evidencing Shares (and each certificate evidencing the securities issued upon conversion of any Shares, if any) shall be imprinted with a legend in substantially the following form:

 

THE SHARES EVIDENCED BY THIS CERTIFICATE 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 THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE ISSUER TO OXFORD FINANCE LLC DATED [AUGUST 7, 2015 / FEBRUARY 24, 2017 / FEBRUARY 7, 2018], 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.

 

5.3                                       Compliance with Securities Laws on Transfer. This Warrant and the Shares issued upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate of Holder, provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act. Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability of Rule 144 promulgated under the Act.

 

5.4                                       Transfer Procedure. After receipt by Holder of the executed Warrant, Oxford may transfer all or part of this Warrant to one or more of Oxford’s affiliates (each, an “Oxford Affiliate”), by execution of an Assignment substantially in the form of Appendix 2. Subject to the provisions of Article 5.3 and upon providing the Company with written notice, Oxford, any such Oxford Affiliate and any subsequent Holder, may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable directly or indirectly, upon conversion of the Shares, if any) to any transferee, provided, however, in connection with any such transfer, the Oxford Affiliate(s) or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable). Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

 

5.5                                       Notices. All notices and other communications hereunder from the Company to the Holder, or vice versa, shall be deemed delivered and effective (i) when given personally, (ii) on the third (3rd) Business Day after being mailed by first-class registered or certified mail, postage prepaid, (iii) upon actual receipt if given by facsimile or electronic mail and such receipt is confirmed in writing by the recipient, or (iv) on the first Business Day following delivery to a reliable overnight courier service, courier fee prepaid, in any case at such address as may have been furnished to the Company or Holder, as the case may be, in writing by the Company or such Holder from time to time in accordance with the provisions of this Section 5.5. All notices to Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer or otherwise:

 

Oxford Finance LLC

133 N. Fairfax Street

Alexandria, VA 22314

Attn: Legal Department

Telephone: (###) ###-####

 

7



 

Facsimile: (###) ###-####

Email: ###############@#############.###

 

Notice to the Company shall be addressed as follows until Holder receives notice of a change in address:

 

Inspire Medical Systems, Inc.

9700 63rd Avenue North, Suite 200

Maple Grove, MN 55369

 

Attn: Tim Herbert

Telephone: (###) ###-####

Facsimile: (###) ###-####

Email: ##########@############.###

 

With a copy (which shall not constitute notice) to:

 

Leonard, Street and Deinard

150 S. Fifth Street, Suite 2300

Minneapolis, MN 55402

Attn: Thomas P. Sanders

Telephone: (###) ###-####

Facsimile: (###) ###-####

Email: ##########@#######.###

 

5.6                               Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated (either generally or in a particular instance and either retroactively or prospectively) only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

 

5.7                               Attorney’s Fees.  In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

 

5.8                               Counterparts; Facsimile/Electronic Signatures. This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. Any signature page delivered electronically or by facsimile shall be binding to the same extent as an original signature page with regards to any agreement subject to the terms hereof or any amendment thereto.

 

5.9                               Governing Law.  This Warrant shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its principles regarding conflicts of law.

 

5.10                        Headings. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.

 

5.11                        Business Days. “Business Day” is any day that is not a Saturday, Sunday or a day on which Oxford Finance LLC is closed.

 

[Signature page follows]

 

8



 

IN WITNESS WHEREOF, the parties have caused this Warrant to Purchase Stock to be executed by their duly authorized representatives effective as of the Issue Date written above.

 

“COMPANY”

 

 

 

INSPIRE MEDICAL SYSTEMS, INC.

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

 

“HOLDER”

 

 

 

OXFORD FINANCE LLC

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

[Signature Page to Warrant to Purchase Stock]

 



 

APPENDIX 1

 

NOTICE OF EXERCISE

 

1.                                      The undersigned Holder hereby exercises its right to purchase                      shares of the Common/Series            Preferred [circle one] Stock of INSPIRE MEDICAL SYSTEMS, INC. (the “Company”) in accordance with the attached Warrant To Purchase Stock, and tenders payment of the aggregate Warrant Price for such shares as follows:

 

o                                    check in the amount of $         payable to order of the Company enclosed herewith

 

o                                    Wire transfer of immediately available funds to the Company’s account

 

o                                    Cashless Exercise pursuant to Section 1.2 of the Warrant

 

o                                    Other [Describe]

 

2.                                      Please issue a certificate or certificates representing the Shares in the name specified below:

 

 

 

Holder’s Name

 

 

 

 

 

 

 

 

 

(Address)

 

 

3.                                             By its execution below and for the benefit of the Company, Holder hereby restates each of the representations and warranties in Section 4 of the Warrant to Purchase Stock as of the date hereof.

 

 

HOLDER:

 

 

 

 

 

 

 

By:

 

 

 

 

 

Name:

 

 

 

 

 

Title:

 

 

 

 

 

Date:

 

 



 

APPENDIX 2

 

ASSIGNMENT

 

For value received, Oxford Finance LLC hereby sells, assigns and transfers unto

 

Name:

[OXFORD TRANSFEREE]

 

 

Address:

 

 

 

Tax ID:

 

 

that certain Warrant to Purchase Stock issued by INSPIRE MEDICAL SYSTEMS, INC. (the “Company”), on [August 7, 2015 / February 24, 2017 / February 7, 2018]  (the “Warrant”) together with all rights, title and interest therein.

 

 

OXFORD FINANCE LLC

 

 

 

 

 

By:

 

 

 

 

 

Name:

 

 

 

 

 

Title:

 

 

 

Date:

 

 

 

 

By its execution below, and for the benefit of the Company, [OXFORD TRANSFEREE] makes each of the representations and warranties set forth in Article 4 of the Warrant and agrees to all other provisions of the Warrant as of the date hereof.

 

 

[OXFORD TRANSFEREE]

 

 

 

 

 

By:

 

 

 

 

 

Name:

 

 

 

 

 

Title:

 

 



EX-10.1 9 a2235179zex-10_1.htm EX-10.1

Exhibit 10.1

 

ASSIGNMENT AND LICENSE AGREEMENT

 

THIS AGREEMENT (this “Agreement”) is made and entered into as of November 28, 2007, by and between Inspire Medical Systems, Inc. (“Inspire”), a Delaware corporation, and Medtronic, Inc., a Minnesota corporation (“Medtronic”).

 

WITNESSETH:

 

WHEREAS, Medtronic and Inspire have agreed that in order to enable Inspire to develop and distribute products in the Field, as defined below, on a world-wide basis, Medtronic will transfer to Inspire certain assets for Inspire’s use in connection with the Field (such transfer and related transactions between Medtronic and Inspire, to be known herein as the “Spin-Out”).

 

WHEREAS, in connection with the Spin-Out, Medtronic and Inspire have entered into an investment agreement of even date herewith whereby Medtronic shall make certain investments in Inspire (the “Investment Agreement”); and

 

WHEREAS, in connection with the Spin-Out, Medtronic agrees to assign to Inspire, the Assigned Patents (as defined herein) and Trademarks (as defined herein) and to license to Inspire the Technical Information and Licensed Patents (all as defined herein) in the Field (as defined herein), subject to the terms and conditions of this Agreement.

 

AGREEMENTS:

 

NOW THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein, and for other valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties mutually agree as follows:

 

ARTICLE 1
DEFINITIONS

 

1.1)                           Specific Definitions. As used in this Agreement, the following definitions and terms shall have the designated meanings:

 

Affiliate” has the meaning set forth in the Investment Agreement.

 

Agreement” means this Agreement and all Exhibits attached hereto.

 

Assigned Patents” means (a) the patents listed on Exhibit A; and (b) all continuation, divisional , re-issue or re-examination applications that may be filed based on the patents listed on Exhibit A.

 

Base IP” means Intellectual Property owned by, or licensed to (with the right to sublicense), Inspire that has application in the Field. For the avoidance of doubt, Base IP includes the Assigned Patents and the Licensed Patents.

 

Closing” has the meaning set forth in the Investment Agreement.

 



 

Confidential Information” has the meaning set forth in the Investment Agreement.

 

Field” means the electrical stimulation of the upper airway for the treatment of obstructive sleep apnea.

 

Grant-Back Base IP” means any Base IP that is owned by, or licensed to (with the right to sublicense), Inspire at any time during the period beginning on the Initial Closing Date and ending on the date that the Noncompetition Period ends.

 

IDEA Disclosures” means the IDEA disclosures identified on Exhibit B-1.

 

IDEA Disclosure Patents” means: (a) any patent applications filed by, or on behalf of, Inspire, or its Affiliates, that are based upon, or that contain subject matter that is related to the subject matter of, any IDEA Disclosures; (b) any patents which issue from any of the patent applications of subpart (a); and (c) all continuation, divisional, re-issue or re-examination applications that may be filed based on the patents and patent applications of subparts (a) and (b), together with any patents that may issue based thereon.

 

Improvement Patents” means any patent or patent application included in the Base IP: (a) that claims, or could claim, priority, either directly or indirectly, from any of the patents or patent applications included in the Assigned Patents or Licensed Patents; or (b) from which any of the patents or patent applications included in the Assigned Patents or Licensed Patents claims, or could claim, priority, either directly or indirectly.

 

Initial Closing Date” has the meaning set forth in the Investment Agreement.

 

Insolvent” with respect to a party means that such party, makes an assignment for the benefit of creditors, files, or has filed against it involuntarily, a petition for relief under any applicable code, or goes into receivership.

 

Intellectual Property” has the meaning set forth in the Investment Agreement.

 

Indemnifiable Losses” has the meaning set forth in Section 5.1.

 

Knowledge” has the meaning set forth in the Investment Agreement.

 

L169 IC” means the integrated circuit that is assembled onto the hybrid assembly and further assembled into the 3024 Implantable Pulse Generator as defined in the Development Agreement.

 

Licensed Patents” means (a) the patents and patent applications listed on Exhibit B; (b) any patents which issue from the patent applications listed on Exhibit B; (c) all continuation, divisional, re-issue or re-examination applications that may be filed based on the patents and patent applications listed on Exhibit B, together with any patents that may issue based thereon; and (d) any IDEA Disclosure Patents.

 

Product Liability” has the meaning set forth in the Investment Agreement.

 

2



 

Products” mean the products set forth in the Development Agreement.

 

Sale Transaction” has the meaning set forth in the Investment Agreement.

 

Software” means software designs necessary to drive the functions of the physician and patient programmers as well as software necessary to drive the test equipment that evaluates the functionality of the Products.

 

System” means a device for use in the Field that includes a 3024 Implantable Pulse Generator (as defined in the Development Agreement), a 3063 Stimulation Lead, and a Pressure Sensor Capsule (as defined in the Development Agreement).

 

Technical Information” means the information specifically set forth on Exhibit C as it relates to the 3063 Stimulation Lead, the L169 IC, and the Software, and only to the extent such information is required to develop, manufacture, and market products for use in the Field, as well as to ensure compliance to Food and Drug Administrative (FDA) Quality System Regulations and specifically, 21 C.F.R. Part 820, Sections 820.180, 820.181 and 180.184. Technical Information specifically excludes any information relating to Medtronic’s chronicle lead. All Technical Information disclosed under this Agreement shall be considered Confidential Information.

 

3063 Stimulation Lead” means the stimulation lead incorporating a full cuff with three electrodes in a guarded bi-polar configuration with a lead body and connector to interface with the 3024 Implantable Pulse Generator.

 

Trademarks” means the trademark and trademark applications, together with any registrations that may issue based thereon, set forth in Exhibit D.

 

1.2)                           Definitional Provisions.

 

(a)                                 The words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provisions of this Agreement.

 

(b)                                 The terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa. Terms referring to a masculine gender shall be deemed to refer to the feminine or neuter genders, as applicable.

 

(c)                                  The term “including” is not limiting and, unless preceded by the word “not,” has the meaning “including, without limitation.”

 

(d)                                 References to an “Exhibit” or to a “Schedule” are, unless otherwise specified, to one of the Exhibits or Schedules attached to or referenced in this Agreement, and references to an “Article” or a “Section” are, unless otherwise specified, to one of the Articles or Sections of this Agreement.

 

(e)                                  The term “person” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization, governmental department or agency, or other entity, as well as any syndicate or group that would be

 

3



 

deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

 

(f)                                   The term “dollars” or “$” shall refer to the currency of the United States of America.

 

(g)                                  All references to time shall refer to Minneapolis, Minnesota time.

 

1.3)                           Other Terms. Other terms may be defined elsewhere in the text of this Agreement and shall have the meaning indicated throughout this Agreement.

 

ARTICLE 2
ASSIGNMENT AND LICENSE

 

2.1)                           Assignment. Subject to the terms and conditions of this Agreement, Medtronic hereby assigns to Inspire the Assigned Patents, the Trademarks and the goodwill associated with the Trademarks. Medtronic will execute the recordable assignment forms provided in Exhibit E on the Initial Closing Date.

 

2.2)                           Technical Information License Grant. Subject to the terms and conditions of this Agreement, Medtronic agrees to grant, and hereby grants, to Inspire a co-exclusive, worldwide, royalty-free, perpetual, irrevocable, non-sublicensable and non-transferable (except as set forth below) license to the Technical Information to make, have made, use, import, offer to sell and sell products in the Field, and to practice methods in the Field. Medtronic agrees that the co-exclusive license rights granted to Inspire under this Section 2.2 shall be exclusive to Inspire unless and until Inspire becomes Insolvent at which point Medtronic may also exercise its co-exclusive rights to practice in the Field. Inspire may not transfer Technical Information except as provided for as part of a Sales Transaction. Nothing set forth herein shall prevent Inspire from granting rights to distribute its products through all standard commercial means, including granting distribution rights to dealers, distributors, agents and other third parties who are in the business of distributing products such as those developed by Inspire.

 

2.3)                           Patent License Grant. Subject to the terms and conditions of this Agreement, Medtronic agrees to grant, and hereby grants, to Inspire a co-exclusive, worldwide, royalty-free, perpetual, irrevocable, non-sublicensable and non-transferable (except as set forth below) license to the Licensed Patents to make, have made, use, import, offer to sell and sell products in the Field, and to practice methods in the Field. Medtronic agrees that the co-exclusive license rights granted to Inspire under this Section 2.3 shall be exclusive to Inspire unless and until Inspire becomes Insolvent at which point Medtronic may also exercise its co-exclusive rights to practice in the Field. Inspire may not transfer the license granted to it under this Section 2.3 except as provided for as part of a Sales Transaction. The parties acknowledge that as part of its license grant under this Section 2.3, Inspire shall have the right, but not the obligation, to prepare and file, or have prepared and filed on its behalf, at Inspire’s sole cost, IDEA Disclosure Patents.

 

2.4)                           Co-Exclusive Licenses. The licenses granted to Inspire under Section 2.2 and Section 2.3 shall be co-exclusive licenses, meaning that Medtronic shall also have the worldwide right under the Technical Information and Licensed Patents to make, have made, use, market, import, offer for sale and sell products in the Field, and to practice methods in the Field, but

 

4



 

Medtronic shall not have the right to grant any further licenses to such Technical Information and Licensed Patents in the Field. Medtronic agrees that it shall not exercise its license rights in such Technical Information and Licensed Patents in the Field unless and until Inspire becomes Insolvent.

 

2.5)                           License Restrictions.

 

(a)                                 During the term of the Supply Agreement, Inspire shall not exercise its rights under the license granted in Section 2.3 with respect to having Products made in the Field except as permitted under the Supply Agreement.

 

(b)                                 The license granted pursuant to Section 2.3 shall not be used in such a way as to manufacture Products on an original equipment manufacturer basis (“OEM basis”) for any person or entity without the prior written approval of Medtronic, which may not be unreasonably withheld. The term “OEM basis” includes, without limitation, the manufacture and sale of a product to any person or entity for (i) incorporation into or sale with or as such other person’s or entity’s product, or (ii) the resale of such product by such person or entity under trademarks other than those owned by Inspire. It is the intent of the parties that the licenses granted herein be used for the sole and exclusive benefit of Inspire and that all licensing of third parties shall be the sole right of Medtronic in its sole and absolute discretion.

 

2.6)                           Restrictions on Use. Inspire will use reasonable efforts to ensure that all Products manufactured by or for Inspire or sold by Inspire are not used outside of the Field. Without limiting the foregoing, if Inspire has Knowledge that the manufacture, use, sale, import, or other distribution of products manufactured by or for Inspire or sold by Inspire are, or likely will be, in violation of the licenses granted herein, or if Medtronic notifies Inspire of any such violation, then Inspire shall immediately, at Inspire’s sole expense, take reasonable steps to attempt to prohibit or terminate such violation.

 

2.7)                           Medtronic Licenses to Intellectual Property.

 

(a)                                 Inspire agrees to grant, and hereby grants, to Medtronic and its Affiliates an exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable and transferable license to the Assigned Patents to make, have made, use, import, offer to sell and sell products outside of the Field, and to practice methods outside of the Field.

 

(b)                                 Inspire agrees to grant, and hereby grants, to Medtronic and its Affiliates an exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable and transferable license to any: (a) Improvement Patents; (b) Base IP covering the System; and (c) Grant-Back Base IP; each of (a), (b) and (c) to make, have made, use, import, offer to sell and sell products outside of the Field, and to practice methods outside of the Field.

 

(c)                                  Inspire agrees to grant, and hereby grants, to Medtronic and its Affiliates a co-exclusive, worldwide, royalty-free, perpetual, and irrevocable license to the Assigned Patents to make, have made, use, import, offer to sell and sell products in the Field, and to practice methods in the Field. Medtronic agrees that it shall not exercise its license rights granted it under this Section 2.7(c) unless and until Inspire becomes Insolvent.

 

5



 

(d)                                 Inspire agrees to grant, and hereby grants, to Medtronic and its Affiliates a co-exclusive, worldwide, royalty-free, perpetual, and irrevocable license to the Licensed Patents to make, have made, use, market, import, offer for sale and sell products in the Field, and to practice methods in the Field. Medtronic agrees that it shall not exercise its license rights granted it under this Section 2.7(d) unless and until Inspire becomes Insolvent.

 

(e)                                  Inspire agrees to grant, and hereby grants, to Medtronic and its Affiliates a co-exclusive worldwide, royalty-free, perpetual, and irrevocable license to any Base IP (other than the Base IP which is licensed to Medtronic under Section 2.7(c) and 2.7(d)) to make, have made, use, import, offer to sell and sell products in the Field, and to practice methods in the Field. Medtronic agrees that it shall not exercise its license rights granted it under this Section 2.7(e) unless and until Inspire becomes Insolvent.

 

(f)                                   The licenses granted to Medtronic under Sections 2.7(c), 2.7(d) and 2.7(e) shall be co-exclusive, meaning that Inspire shall also have the worldwide right to make, have made, use, market, import, offer for sale and sell products in the Field, and to practice methods in the Field, but Inspire shall not have the right to grant any further licenses to such Intellectual Property in the Field.

 

2.8)                           No Other Rights. Inspire acknowledges and agrees that, as between the parties, Medtronic owns all right, title and interest, including all Intellectual Property Rights, in and to the Licensed Patent Rights, Technical Information and Medtronic’s Confidential Information, and that under this Agreement, Inspire shall acquire no right, title, or interest in or to any of the foregoing, or to any other Intellectual Property Rights of Medtronic, by implication, estoppel or otherwise, other than the license rights expressly granted herein.

 

2.9)                           Non-Compete.

 

(a)                                 Except as Medtronic is otherwise permitted or required to perform certain obligations to the benefit of Inspire as set forth herein or in any of the other agreements entered into between Medtronic and Inspire in connection with the Spin-Out (the “Spin-Out Documents”), for a period commencing on the Initial Closing Date and ending on the fifth (5th) anniversary of the Initial Closing Date (the “Noncompetition Period”), neither Medtronic nor its Affiliates shall: (i) market, sell or have sold for it a Competing Product (defined below) anywhere in the United States or in any country where Inspire conducts business; (ii) fund any clinical study that enrolls patients for the sole purpose of obtaining regulatory approval in the United States of a Competing Product for Medtronic or an Affiliate of Medtronic; or (iii) make a direct equity investment (including investment in convertible securities) in excess of One Million Dollars ($1,000,000) in Apnex Medical, any other Person that at the time of the investment markets, sells or has sold for it any Competing Product, or any other Person that at the time of the investment is solely engaged in developing a Competing Product and has enrolled patients in any clinical study for the sole purpose of obtaining regulatory approval in the United States of a Competing Product for such Person.

 

6



 

(b)                                 For the purposes of this Section 2.9, a “Competing Product” shall mean a product with the primary and regulatory approved purpose of utilizing electrical stimulation of the Hypoglossal Nerve for the treatment (as opposed to diagnosis) of obstructive sleep apnea.

 

(c)                                  Notwithstanding the foregoing, the restrictions in this Section 2.9 shall not apply: (i) with respect to any Person that becomes an Affiliate of Medtronic or assets that are acquired by Medtronic or an Affiliate of Medtronic after the date of this Agreement if 10% or less of the annual revenues of such Person or of revenues generated by such acquired assets relate to sales of Competing Products at the time such Person first becomes an Affiliate of Medtronic or such assets are acquired by Medtronic; (ii) from and after a Sale Transaction; and (iii) from and after the time that Inspire is Insolvent. Except as explicitly set forth in (a)(iii) above, Inspire acknowledges and agrees that the restrictions in this Section 2.10 shall not apply to any Person in which Medtronic or an Affiliate of Medtronic has an investment unless and until such Person becomes an Affiliate of Medtronic.

 

(d)                                 The restrictions set forth in this Section 2.9 are for the personal benefit of Inspire only. Inspire’s rights and benefits pursuant to this Section 2.9 shall not be assignable by Inspire and any attempted assignment of Inspire’s rights and benefits under this Section 2.9 shall be void.

 

(e)                                  Inpire’s sole right and remedy with respect to a violation of this Section 2.9 shall be to seek injunctive relief against Medtronic or an Affiliate of Medtronic to enjoin the activities that are in violation of this Section 2.9. In no event shall Inspire be entitled to money damages (under any theory or cause of action) from Medtronic or an Affiliate of Medtronic with respect to a violation of this Section 2.9 and Inspire hereby waives any and all rights to money damages that may result from a violation of this Section 2.9 as a result of a breach hereof by Medtronic or an Affiliate of Medtronic. Notwithstanding anything to the contrary herein, in the event any Person becomes an Affiliate of Medtronic after the date of this Agreement, or Medtronic or an Affiliate acquires assets that include Competing Products from a Person, and at such time more than 10% of such Person’s annual revenues or revenues of such Person that are generated by such acquired assets relate to sales of Competing Products (a “Prohibited Acquisition”), Medtronic shall have the right to continue to sell such Competing Products for up to 3 months after the date of the Prohibited Acquisition; provided that if Medtronic continues to sell Competing Products after such 3 month period, Inspire’s sole right and remedy shall be to require Medtronic to divest the portion of such Person or acquired assets by the date that is twelve (12) months after the date of the Prohibited Acquisition if such date is within the Noncompetition Period.

 

ARTICLE 3
INTELLECTUAL PROPERTY

 

3.1)                           Control of Patents by Inspire.

 

(a)                                 Inspire shall have the right, through counsel of its choice and at its expense, to prepare, file and prosecute all patent applications and cause the issuance of and maintain

 

7



 

any patents awarded thereby worldwide (including provisionals, non provisionals, continuations, divisions, continuations in part, PCT applications, national phase applications, reissues and reexaminations) for the Assigned Patents and any IDEA Disclosure Patents. Further, Inspire shall have the right to manage any interference that might be declared with respect to the Assigned Patents and any IDEA Disclosure Patents.

 

(b)                                 If Inspire does not prosecute or maintain any patent or patent application within the Assigned Patents, Inspire shall so notify Medtronic prior to any relevant deadline and Medtronic shall have the right, but not the obligation, to undertake the prosecution or maintenance of such Assigned Patents. If Medtronic exercises this option, Inspire shall assign such Assigned Patents to Medtronic and Inspire shall execute a recordable assignment form. Any such patents assigned to Medtronic will thereafter be subject to the license grant in Section 2.3.

 

(c)                                  Medtronic shall have the right to review and comment on any IDEA Disclosure Patent and any filing or other correspondence related to the prosecution of any IDEA Disclosure Patent (“Patent Documents”). Inspire shall provide Medtronic with a copy of any Patent Documents that Inspire intends to file in a patent office prior to such filing (including any patent application that would be an IDEA Disclosure Patent) or that is received from a patent office. Provided that Medtronic’s comments are received within thirty (30) days following receipt of the relevant information by the Medtronic employee responsible for reviewing such Patent Documents from Inspire, Inspire shall incorporate any reasonable comments requested by Medtronic into such Patent Document.

 

3.2)                           Control of Patents by Medtronic.

 

(a)                                 Medtronic shall have the right, through counsel of its choice and at its expense, to prepare, file and prosecute all patent applications and cause the issuance of and maintain any patents awarded thereby worldwide (including provisionals, non provisionals, continuations, divisions, continuations in part, PCT applications, national phase applications, reissues and reexaminations) for the Licensed Patents. Further, Medtronic shall have the right to manage any interference that might be declared with respect to the Licensed Patents.

 

(b)                                 If Medtronic does not prosecute or maintain any patent or patent application within the Licensed Patents in the Field, Medtronic shall so notify Inspire prior to any relevant deadline and Inspire shall have the right, but not the obligation, to undertake the prosecution or maintenance of such Licensed Patents.

 

3.3)                           Notice of Alleged Infringement or Misappropriation. Inspire shall promptly report in writing to Medtronic during the term of this Agreement any known or suspected infringement of any of the Licensed Patents or Assigned Patents, or any misappropriation of the Technical Information by a third party. Medtronic shall promptly report in writing to Inspire during the term of this Agreement any known or suspected infringement of any of the Licensed Patents in the Field or Assigned Patents in the Field, or any misappropriation of the Technical Information in the Field by a third party.

 

8



 

3.4)                           Intellectual Property Enforcement.

 

(a)                                 As between the parties hereto, Inspire reserves the right, and shall have the exclusive first right, to commence, defend, compromise, settle and control (by way of license or otherwise) (collectively, “Actions”) any and all claims, actions or proceedings for infringement, unauthorized use, misappropriation or violation of any of the Licensed Patents or Assigned Patents involving third parties (collectively, “Claims”) in the Field, but shall not have the obligation to do so. Inspire shall promptly notify Medtronic of any Action Inspire intends to take with respect to such Claim during the term of this Agreement, and Medtronic shall provide Inspire with all reasonable cooperation and assistance at Inspire’s expense. Medtronic consents to being joined as a party-plaintiff in any Action hereunder if, and to the extent, such joiner is required by law for standing. If Inspire undertakes any such Action, Inspire shall be entitled to receive any recovery from the Action for damages and other awards to the extent such recovery relates to a Claim in the Field, and Medtronic shall be entitled to receive any recovery from the Action for damages and other awards to the extent such recovery relates to a Claim outside of the Field. Notwithstanding the above, Inspire shall not settle any Action if such settlement would materially adversely impact Medtronic’s rights under this Agreement.

 

(b)                                 If Inspire does not undertake any Action within (90) days after notice of a Claim in the Field has been sent pursuant to Section 3.3 above, then Medtronic shall have the right to commence, defend, compromise, settle and control (by way of license or otherwise) any and all Actions with respect to such Claim, but shall not have the obligation to do so. Medtronic shall promptly notify Inspire of any Action Medtronic intends to take with respect to a Claim during the term of this Agreement and Inspire shall provide Medtronic with all reasonable cooperation and assistance at Inspire’s expense. Inspire consents to being joined as a party-plaintiff in any Action hereunder if, and to the extent, such joiner is required by law for standing. If Medtronic undertakes any such Action, Medtronic shall be entitled to receive any recovery from the Action for damages and other awards to the extent such recovery relates to a Claim outside of the Field, and Inspire shall be entitled to receive any recovery from the Action for damages and other awards to the extent such recovery relates to a Claim in the Field. Notwithstanding the above, Medtronic shall not settle any Action if such settlement would materially adversely impact Inspire’s rights under this Agreement.

 

3.5)                           Trademark. Nothing in this Agreement shall confer in Inspire any rights, whether by way of ownership , license or right to use, in the trademark “Medtronic,” the Medtronic corporate logo, or any other trademark, service mark, trade name, trade dress, logotype or similar right owned by Medtronic or its Affiliates.

 

9



 

ARTICLE 4
REPRESENTATIONS & WARRANTIES

 

4.1)                           Representations of Inspire. Inspire represents, warrants and covenants to Medtronic that:

 

(a)                                 Inspire has the skills and resources to conduct due diligence on Medtronic’s published patent portfolio and is entering this Agreement based on its independent evaluation thereof. Inspire acknowledges that it has studied the questions of validity and enforceability of the Assigned Patents and Licensed Patents and believes such rights to be valid and enforceable.

 

(b)                                 Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated herein will violate any provision of the articles and bylaws of Inspire or any law, rule, regulation, writ, judgment, injunction, decree, determination, award or other order of any court or governmental agency or instrumentality, domestic or foreign.

 

4.2)                           Representations of Medtronic. Medtronic represents, warrants and covenants to Inspire that it has the right to grant the assignment and licenses granted under this Agreement. To Medtronic’s knowledge, as of immediately prior to the Initial Closing, Medtronic owns title to the Assigned Patents free and clear of all security interests. For purposes of clarification only, and without limiting in any way the disclaimers set forth in this Article 4, Medtronic make no representations with respect to the validity of the Assigned Patents or Licensed Patents and makes no representations with respect to non-infringement of third party proprietary rights by the Assigned Patents or Licensed Patents. OTHER THAN THE WARRANTIES EXPRESSLY GIVEN IN THIS SECTION 4.2, MEDTRONIC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ASSIGNED PATENTS, LICENSED PATENTS OR ANY PRODUCTS MANUFACTURED, USED OR SOLD (OTHER THAN AS MAY BE MADE UNDER THE SUPPLY AGREEMENT BETWEEN THE PARTIES) UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PATENTABILITY, PATENT VALIDITY, NON-INFRINGEMENT , OR WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

 

4.3)                           Disclaimers of Representations. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4.2, EACH PARTY HERETO (AS “DISCLAIMING PARTY”) DISCLAIMS, AND THE OTHER PARTY HEREBY WAIVES, ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE WITH REGARD TO THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE DISCLAIMING PARTY DISCLAIMS (A) ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SCOPE, COVERAGE, VALIDITY OR ENFORCEABILITY OF ANY OF THE ASSIGNED PATENTS, LICENSED PATENTS, BASE IP AND ANY OTHER INTELLECTUAL PROPERTY RIGHTS ASSIGNED OR LICENSED HEREUNDER (COLLECTIVELY, “CONTRACT IP”); AND (B) ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO ANY PRODUCT DEVELOPED OR

 

10


 

DISTRIBUTED THAT IS BASED UPON OR INCLUDES ANY CONTRACT IP (INCLUDING, BUT NOT LIMITED TO, ANY INFRINGEMENT, MISAPPROPRIATION OR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY AND ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE).

 

4.4)                           Limitations of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR LOST BUSINESS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

ARTICLE 5
INDEMNIFICATION

 

5.1)                           Indemnification of Medtronic. Inspire shall indemnify, defend and hold harmless Medtronic and its officers, directors, stockholders and Affiliates (such indemnitees referred to in this Article 5 as “Medtronic”) from and against and in respect of any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, interest and penalties, costs and expenses (including, without limitation, reasonable legal fees and disbursements incurred in connection therewith and in seeking indemnification therefor, and any amounts or expenses required to be paid or incurred in connection with any action, suit, proceeding, claim, appeal, demand, assessment or judgment) (“Indemnifiable Losses”), resulting from, arising out of, or imposed upon or incurred by any person to be indemnified hereunder by reason of any of the following:

 

(a)                                 Any breach of any representation, warranty, covenant or agreement of Inspire contained in this Agreement; and

 

(b)                                 Any act or omission of Inspire or any of its agents, employees or suppliers arising out of or in connection with the development, commercialization, sale or other use of the Licensed Patents, Assigned Patents or any products licensed by, or developed by or for, Inspire, including but not limited to Product Liability Claim except with respect to Losses arising out of matters for which Medtronic has an obligation to indemnify Inspire pursuant to this Agreement.

 

5.2)                           Indemnification of Inspire. Medtronic shall indemnify, defend and hold harmless Inspire and each of its subsidiaries, officers, directors and stockholders (such indemnitees referred to in this Article 5 as “Inspire”) from and against and in respect of any and all Indemnifiable Losses, resulting from, arising out of, or imposed upon or incurred by any person to be indemnified hereunder by reason of any breach of any representation, warranty, covenant or agreement of Medtronic contained in this Agreement.

 

5.3)                           Third-Party Claims. If a claim by a third party is made against an indemnified party and if the indemnified party intends to seek indemnity with respect thereto under this Article 8, such indemnified party shall promptly notify the indemnifying party of such claim; provided,

 

11



 

however, that failure to give timely notice shall not affect the rights of the indemnified party so long as the failure to give timely notice does not adversely affect the indemnifying party’s ability to defend such claim against a third party. The indemnified party shall not settle such claim without the consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed. If the indemnifying party acknowledges in writing its indemnity obligations for Indemnifiable Losses resulting therefrom, the indemnifying party may participate at its own cost and expense in the settlement or defense of any claim for which indemnification is sought.

 

5.4)                           Cooperation as to Indemnified Liability. Each party hereto shall cooperate fully with the other parties with respect to access to books, records, or other documentation within such party’s control, if deemed reasonably necessary or appropriate by any party in the defense of any claim which may give rise to indemnification hereunder.

 

ARTICLE 6
CONFIDENTIAL INFORMATION — INSOLVENCY

 

In the event that Inspire becomes Insolvent, all Confidential Information, other than the Technical Information, shall immediately be returned to Medtronic.

 

ARTICLE 7
OTHER PROVISIONS

 

7.1)                           Non-Disclosure. Each party agrees not to disclose or use (except as permitted or required for performance by the party receiving such Confidential Information of its rights or duties hereunder) any Confidential Information of the other party obtained during the term of this Agreement and for as long as such information is maintained as confidential by the disclosing party, but in any event, not less than a period of three (3) years after the receiving party’s receipt of such Confidential Information. Each party further agrees to take appropriate measures to prevent any such prohibited disclosure by its present and future employees, officers, agents, subsidiaries, or consultants during such period.

 

7.2)                           Complete Agreement. The Investment Agreement, the Supply Agreement, the Development Agreement, the Transaction Documents, and Exhibits to this Agreement shall be construed as an integral part of this Agreement to the same extent as if they had been set forth verbatim herein. This Agreement and the exhibits hereto constitutes the entire agreement between Inspire and Medtronic with respect to the subject matter of this Agreement and supersedes any prior agreements or understandings. This Agreement does not supersede any terms in the Development Agreement and Supply Agreement and terms in such agreements shall co-exist with this Agreement.

 

7.3)                           Survival of Representations, Warranties and Agreements. The representations, warranties, covenant and agreements contained herein shall survive the Closing and remain in full force and effect; provided however, the representations and warranties shall expire on the third anniversary of the date of the last Closing hereunder. No independent investigation of Inspire by Medtronic, its counsel, or any of its agents or employees shall in any way limit or restrict the scope of the representations and warranties made by Inspire in this Agreement.

 

12



 

7.4)                           Waiver, Discharge, Amendment, Etc. The exercise by either party of any remedy or recourse available to it hereunder shall not deprive such party of any other remedy or recourse available to it under applicable law. Any waiver by either party of a breach of any term of this Agreement shall not be considered as a waiver of any subsequent breach of the same or other terms or condition hereof. This Agreement may be amended by Inspire and Medtronic by mutual action approved by their respective Boards of Directors or their respective officers authorized by such Board of Directors. Any amendment to this Agreement shall be in writing and signed by Inspire and Medtronic.

 

7.5)                           Notices. All notices or other communications to a party required or permitted hereunder or under the Certificate of Incorporation, as amended, shall be in writing and shall be delivered personally or by facsimile (receipt confirmed electronically) to such party (or, in the case of an entity, to an executive officer of such party) or shall be sent by a reputable express delivery service or by certified mail, postage prepaid with return receipt requested, addressed as follows:

 

if to Medtronic to:

 

Medtronic, Inc.

World Headquarters

710 Medtronic Parkway, N.E.

Minneapolis, MN 55432-5604

Attention: General Counsel

FAX (###) ###-####

 

with a copy to:

 

Medtronic, Inc.

World Headquarters

710 Medtronic Parkway, N.E.

Minneapolis, MN 55432-5604

Attention: Vice President and Chief Development Officer

FAX (###) ###-####

 

if to Inspire to:

 

Inspire Medical Systems, Inc.

7100 Northland Circle North, Suite 304

Brooklyn Park, MN 55428

ATTN: President and CEO

FAX: (###)-###-####

 

13



 

with a copy to:

 

Wiese Law Offices

33 South 6th Street, Suite 4100

Minneapolis, MN 55402

Attn: ####### #####

FAX: (###)-###-####

 

Any party may change the above-specified recipient and/or mailing address by notice to all other parties given in the manner herein prescribed. All notices shall be deemed given on the day when actually delivered as provided above (if delivered personally or by facsimile) or on the day shown on the return receipt (if delivered by mail or delivery service).

 

7.6)                           Public Announcement. Public Announcements shall be governed as set forth in the Investment Agreement.

 

7.7)                           Expenses. Except as expressly provided herein, Inspire and Medtronic shall each pay their own expenses incident to this Agreement and the preparation for, and consummation of, the transactions provided for herein.

 

7.8)                           Notice of Dispute. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives of each party who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement. Either party may give the other party written notice of any dispute not resolved in the normal course of business (“Notice of Dispute”), which Notice of Dispute shall include (i) a statement of that party’s position and a summary of arguments supporting that position, (ii) the dollar amount of the dispute, if known, and the section(s) of the Agreement to which the dispute relates and (iii) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within 10 days after delivery of the Notice of Dispute, the receiving party shall submit to the other a written response (the “Response to Dispute”). The Response to Dispute shall include (iv) a statement of that party’s position and a summary of arguments including references to any section(s) of the Agreement, if applicable, supporting that position and (v) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within ten (10) days after delivery of the Response to Dispute, the designated executives of both parties shall meet at a mutually acceptable time and place or by conference telephone, and thereafter as often as they reasonably deem necessary, to attempt to resolve the dispute. All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence.

 

7.9)                           Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without reference to the choice of law principles thereof.

 

7.10)                    Titles and Headings; Construction. The titles and headings to articles and sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. Inspire acknowledges that Medtronic and Inspire have jointly participated in the negotiation and drafting of this Agreement, and the parties

 

14



 

agree that this Agreement shall be construed without regard to any presumption or other rule requiring construction hereof against the party causing this Agreement to be drafted.

 

7.11)                    Benefit. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

 

7.12)                    Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become a binding agreement when one or more counterparts have been signed by each party and delivered to the other party. Copies of this Agreement with signatures transmitted by facsimile shall be deemed to be original signed versions of this Agreement.

 

7.13)                    Parties in Interest. All representations, covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not.

 

7.14)                    Severability. If any provision of this Agreement is held invalid by a court of competent jurisdiction, the remaining provisions shall nonetheless be enforceable according to their terms. Further, if any provision is held to be overbroad as written, such provision shall be deemed amended to narrow its application to the extent necessary to make the provision enforceable according to applicable law and shall be enforced as amended.

 

7.15)                    No Joint Venture. Nothing contained in this Agreement shall be deemed to create a joint venture, partnership, agency or similar endeavor between the parties hereto. Each party shall act solely as an independent contractor and neither party shall have any power or authority to direct or indirectly bind or act on behalf of the other.

 

[Remainder of page intentionally left blank]

 

15



 

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed in the manner appropriate to each, effective as of the date first above written.

 

 

 

INSPIRE MEDICAL SYSTEMS, INC.

 

 

 

 

 

/s/ Timothy P. Herbert

 

By: Timothy P. Herbert

 

Its:  President & CEO

 

 

 

 

 

MEDTRONIC, INC.

 

 

 

 

 

/s/ Robert S. White

 

By:

Robert S. White

 

Its:

 

 


 

Exhibit A: Assigned Patents

 

US Patent/Application

 

Title

5,158,080

 

Muscle tone

International Patents

 

None

5,540,731

 

Method and apparatus for pressure detecting and treating obstructive airway disorders

International Patents

 

DE69532740D1 20040429

 

 

DE69532740T2 20050428

 

 

EP0702979B1 20040324

 

 

EP0702979A3 19970319

 

 

EP0702979A2 19960327

5,540,732

 

Method and apparatus for impedance detecting and treating obstructive airway disorders

International Patents

 

DE69529951D1 20030424

 

 

DE69529951T2 20040205

 

 

EP0702977B1 20030319

 

 

EP0702977A3 19970319

 

 

EP0702977A2 19960327

 

 

JP3733555B2 20060111

 

 

JP3733555B2 20060111

 

 

JP8224318A 19960903

5,540,733

 

Method and apparatus for detecting and treating obstructive sleep apnea

International Patents

 

None

5,549,655

 

Method and apparatus for synchronized treatment of obstructive sleep apnea

International Patents

 

DE69526767D1 20020627

 

 

DE69526767T2 20030102

 

 

DE69532514D1 20040304

 

 

DE69532514T2 20041014

 

 

EP1175919B1 20040128

 

 

EP1 175919A1 20020130

 

 

EP1277491A1 20030122

 

 

EP0706808B1 20020522

 

 

EP0706808A1 19960417

 

 

JP3733556B2 20060111

 

 

JP3733556B2 20060111

 

 

JP9187521A 19970722

5,591,216

 

Method for treatment of sleep apnea by electrical stimulation

International Patents

 

DE69629238D1 20030904

 

 

DE69629238T2 20040527

 

 

DE69636883D1 20070322

 

 

EP1306104B120070131

 

 

EP1306104A3 20040811

 

 

EP1306104A2 20030502

 

 

EP0743076B1 20030730

 

 

EP0743076A1 19961120

6,251,126

 

Method and apparatus for synchronized treatment of obstructive sleep apnea

International Patents

 

None

6,269,269

 

Method and apparatus for synchronized treatment of obstructive sleep apnea

International Patents

 

None

 

17



 

Exhibit B: Licensed Patents

 

US Patent/ 
Application

 

Title

4,967,755

 

Electromedical lead with pressure sensor

International Patents

 

None

5,133,354

 

Method and apparatus for improving muscle tone

International Patents

 

AU659200B2 19950511

 

 

AU2322092A 19931021

 

 

CA2109429A1 19930925

 

 

DE69224388D1 19980312

 

 

DE69224388T2 19981001

 

 

EP0597891B1 19980204

 

 

EP0597891A1 19940525

 

 

JP6508288T 19940922

 

 

WO9318820A1 19930930

5,344,438

 

Cuff electrode

International Patents

 

DE4413065B4 20061130

 

 

DE4413065A1 19941027

5,353,800

 

Implantable pressure sensor lead

International Patents

 

AU5449794A 19940704

 

 

WO9413200A1 19940623

5,546,952

 

Method and apparatus for detection of a respiratory waveform

International Patents

 

None

5,895,360

 

Gain control for a periodic signal and method regarding same

International Patents

 

AT276792T 20041015

 

 

AU717044B2 20000316

 

 

AU3410697A 19980114

 

 

CA2258757C 20020514

 

 

CA2258757A1 19971231

 

 

DE69730836D1 20041028

 

 

DE69730836T2 20051006

 

 

EP0914179B1 20040922

 

 

EP0914179A1 19990512

 

 

ES2229368T3 20050416

 

 

JP11514553T 19991214

 

 

JP3568126B2 20040922

 

 

WO9749451A1 19971231

5,919,221

 

Method and apparatus for calibrating pacemaker pressure sensor lead prior to chronic implant

International Patents

 

None

5,944,680

 

Respiratory effort detection method and apparatus

International Patents

 

AT233004T 20030315

 

 

AU716513B2 20000224

 

 

AU3580197A 19980114

 

 

CA2258759C 20021203

 

 

CA2258759A1 19971231

 

 

DE69719185D1 20030327

 

 

DE69719185T2 20031127

 

 

EP0907926B1 20030219

 

 

EP0907926A1 19990414

 

 

JP11514556T 19991214

 

 

JP3194968B2 20010806

 

18



 

 

 

WO9750049A1 19971231

6,021,352

 

Diagnostic testing methods and apparatus for implantable therapy devices

International Patents

 

AT301490T 20050815

 

 

AU727327B2 20001207

 

 

AU3649797A 19980114

 

 

CA2259155C 20020409

 

 

CA2259155A1 19971231

 

 

DE69733954D1 20050915

 

 

DE69733954T2 20060518

 

 

DK0917486T3 20051212

 

 

EP0917486B1 20050810

 

 

EP0917486A1 19990526

 

 

ES2246516T3 20060216

 

 

JP2004167211A 20040617

 

 

JP11514557T 19991214

 

 

WO9749455A1 19971231

6,099,479

 

Method and apparatus for operating therapy system

International Patents

 

AT216906T 20020515

 

 

AU768822B2 20040108

 

 

AU1836001A 20010412

 

 

AU3503197A 19980114

 

 

CA2258812C 20020409

 

 

CA2258812A1 19971231

 

 

DE69712369D1 20020606

 

 

DE69712369T2 20021128

 

 

EP0957983B1 20020502

 

 

EP0957983A1 19991124

 

 

JP2003190303A 20030708

 

 

JP11514554T 19991214

 

 

WO9749452A1 19971231

6,641,542

 

Method and apparatus to detect and treat sleep respiratory events

International Patents

 

CA2445709A1 20021107

 

 

EP1385425A1 20040204

 

 

JP2004529707T 20040930

 

 

WO2002087433A9 20030327

 

 

WO2002087433A1 20021107

6,731,984

 

Method for providing a therapy to a patient involving modifying the therapy after detecting an onset of sleep in the patient, and implantable medical device embodying same

International Patents

 

None

6,752,765

 

Method and apparatus for monitoring heart rate and abnormal respiration

International Patents

 

CA2429237A1 20020523

 

 

DE60035719D1 20070906

 

 

EP1337296B1 20070725

 

 

EP1337296A1 20030827

 

 

JP2004513713T 20040513

 

 

WO2002040096A1 20020523

6,964,641

 

Implantable medical device with sleep disordered breathing monitoring

International Patents

 

CN1897872A 20070117

 

 

EP1706023A1 20061004

 

 

WO2005065536A1 20050721

20030120161

 

Automatic pressure range and sensitivity adjustment

International Patents

 

None

 

19



 

20040059240

 

Method and apparatus to detect and treat sleep respiratory events (Impedance Sensing for OSA)

International Patents

 

None

5,215,082

 

Implantable apnea generator with ramp on generator

International Patents

 

DE69212520D1 19960905

 

 

DE69212520T2 19970306

 

 

EP0507580B1 19960731

 

 

EP0507580A3 19930324

 

 

EP0507580A2 19921007

5,233,983

 

Method and apparatus for apnea patient screening

International Patents

 

None

5,238,006

 

Apnea stimulation lead

International Patents

 

None

5,281,219

 

Multiple stimulation electrodes

International Patents

 

None

5,483,969

 

Method and apparatus for providing a respiratory effort waveform for the treatment of obstructive sleep apnea

International Patents

 

None

5,522,862

 

Method and apparatus for treating obstructive sleep apnea

International Patents

 

DE69527903D1 20021002

 

 

DE69527903T2 20030528

 

 

EP0702978B1 20020828

 

 

EP0702978A3 19980506

 

 

EP0702978A2 19960327

 

 

JP3684514B2 20050817

 

 

JP8224317A 19960903

6,132,384

 

Sensor, method of sensor implant and system for treatment of respiratory disorders

International Patents

 

None

6,572,543

 

Sensor, method of sensor implant and system for treatment of respiratory disorders

International Patents

 

AT276793T 20041015

 

 

AU3580097A 19980114

 

 

CA2258289A1 19971231

 

 

DE69730842D1 20041028

 

 

DE69730842T2 20050929

 

 

EP0917485B1 20040922

 

 

EP0917485A1 19990526

 

 

ES2229374T3 20050416

 

 

JP11514555T 19991214

 

 

JP3249826B2 20020121

 

 

US6132384A 20001017

 

 

WO9749454A1 19971231

20040176809

 

Method and apparatus for modifying delivery of a therapy in response to onset of sleep

International Patents

 

CA2549489A1 20050707

 

 

DE60203902D1 20050602

 

 

DE60203902T2 20060524

 

 

EP1395336B1 20050427

 

 

EP1395336A2 20040310

 

 

EP1706174A2 20061004

 

 

WO2002100482A3 20030320

 

 

WO2002100482A2 20021219

 

 

WO2005061046A3 20070524

 

 

WO2005061046A2 20050707

 

20



 

Exhibit B-1: IDEA Disclosures

 

IDEA Disclosure P0028998.00

 

Submitted by Mark Christopherson

IDEA Disclosure P0029000.00

 

Submitted by Mark Christopherson

IDEA Disclosure P0029002.00

 

Submitted by Mark Christopherson

IDEA Disclosure P0029003.00

 

Submitted by Mark Christopherson

IDEA Disclosure P0029004.00

 

Submitted by Mark Christopherson

IDEA Disclosure P0030197.00

 

3063 Stimulation Lead — Inventor is Eric Bonde, MDT employee

 

21


 

Exhibit C

 

Technical Information

 

3063 Lead

 

BOM
Part
Number

 

Item Type

 

Description

 

License
for use
while
Mfg
with
MDT

 

Transfer
with
Inspire,
beyond
MDT
mfg

 

 

 

 

Tunneling Tool: believe this is 210459, 800283, 168025, 404214, 210171.

 

 

 

 

198244001

 

Manual

 

MANUAL-TECH,LEAD,PERIPHERAL NERVE,3063(EUROPEAN CLINICAL)

 

X

 

X

210459001

 

Catheter

 

GUIDE-TUNNELING,SST.3990/3990A,PASSIVATED

 

X

 

X

800283001

 

Catheter

 

GUIDE-TUNNELING,WEDGE TIP

 

X

 

X

168025001

 

Miscellaneous Component

 

RUBBER-SILICONE,MOLDING,BIOCOMP,HARDNESS 45-55 SHORE A

 

X

 

X

404214001

 

Ferrule

 

COLLET ASSY-4322 (Sensitive information will be redacted)

 

X

 

X

210171001

 

Miscellaneous Component

 

ROD-CLAMPING,MOLDED,.185ODX2.36LG,4750 (Sensitive information will be redacted)

 

X

 

X

152753001

 

Cable

 

CABLE-OR.2 COND,ALIGATOR,3861

 

X

 

X

141889001

 

SAM

 

SAM-STERILE PACKAGE,UNIVERSAL,LONG

 

X

 

X

119943002

 

Cover

 

COVER-TRAY,INNER,STERILE PACKAGE,UNIVERSAL

 

X

 

X

101045001

 

Sheet

 

SHEET-VINYL,CLEAR WIDTH,LENGTH, AND TFIK PER PO

 

X

 

X

119951001

 

Closure

 

LID-OUTER TRAY,STANDARD LEAD

 

X

 

X

119942001

 

Tray

 

TRAY-OUTER,STERILE PACKAGE,LONG UNIVERSAL

 

X

 

X

101045001

 

Sheet

 

SHEET-VINYL,CLEAR WIDTH,LENGTH, AND THK PER PO

 

X

 

X

119941002

 

Tray

 

TRAY-INNER,STERILE PACKAGE,LONG UNIVERSAL

 

X

 

X

101045001

 

Sheet

 

SHEET-VINYL,CLEAR WIDTH,LENGTH, AND THK PER PO

 

X

 

X

194117004

 

Label

 

LABEL-BAR CODE,BLANK,THERMAL TRANSFER, 2.00 IN. X 0.50 IN.

 

X

 

X

082059002

 

SAM

 

SAM-FNL PKG,UNVRSL,LNG,APS,STD

 

X

 

X

193364002

 

Label

 

LABEL-SEAL,TEAR TAB,MEDTRONIC

 

X

 

X

119957001

 

Box

 

CARTON-FOLDING,SHIPPING(WHITE)

 

X

 

X

187947002

 

Sheet

 

SHEET-INSTRUCTION,OPENING,LEADTRAY

 

X

 

X

220290001

 

Label

 

TEMPLATE-LABEL SET,STIM GENERIC,(DIE B)

 

X

 

X

‘82012003

 

Form

 

FORM-REGISTRATION,DEVICE TRACKING(LEAD/CATHETER) (Sensitive information will be redacted)

 

X

 

X

82731001

 

Sheet

 

SHEET-ADDENDUM,DIATHERMY,PHYSICIAN MANUAL

 

X

 

X

502668001

 

Lead

 

LEAD ASSY-NERVE,PERIPHERAL,SELF SIZING, 3063(45CM,3MM CUFF) (Sensitive information will be redacted)

 

X

 

X

206360001

 

Electrode

 

ELECTRODE-TAB,HALF (Sensitive information will be redacted)

 

X

 

X

141588001

 

Label

 

LABEL-SERIAL NO

 

X

 

X

105872001

 

Sleeve

 

ANCHORING SLEEVE-DOUBLE SUTURE (Sensitive information will be redacted)

 

X

 

X

 

22



 

3063 Lead

 

Model No.

 

Document
No.

 

Description

 

License
for use
while
Mfg
with
MDT

 

Transfer
with
Inspire,
beyond
MDT
mfg

3063

 

600000

 

Project Charter

 

X

 

X

3063

 

600001

 

Project Initiation Form

 

X

 

X

3063

 

600002

 

Concept Phase Design Review Minutes System Design Plan or re-titled as 3063

 

X

 

X

3063

 

600003

 

Program Plan

 

X

 

X

3063

 

600004

 

Marketing Plan (Sensitive information will be redacted)

 

X

 

X

3063

 

600005

 

Risk Analysis

 

X

 

X

3063

 

600006

 

Standards Assessment

 

X

 

X

3063

 

600007

 

Planning and Specification Phase Design Review Minutes

 

X

 

X

3063

 

600008

 

Design Verification Plan (Sensitive information will be redacted)

 

X

 

X

3063

 

600009

 

Design Verif. Report (Sensitive information will be redacted)

 

X

 

X

3063

 

600010

 

Clinical Manag. Plan

 

X

 

X

3063

 

600011

 

Clinical Protocol (Sensitive information will be redacted)

 

X

 

X

3063

 

600012

 

Clinical Readiness Review

 

X

 

X

3063

 

600015

 

Labeling Validation Report (manuals/labels) Material/Supplier Qualification Plan/Report

 

X

 

X

3063

 

600016

 

(NA)

 

X

 

X

3063

 

600017

 

Supplier / Materials Assessment

 

X

 

X

3063

 

600018

 

Classification of Characteristics Report

 

X

 

X

3063

 

600019

 

Design FMEA

 

X

 

X

3063

 

600020

 

User FMEA

 

X

 

X

3063

 

600023

 

Mfg Process Characterization

 

X

 

X

3063

 

600024

 

Mfg Equip Installation Plan/Report

 

X

 

X

3063

 

600025

 

Reliability Assessment

 

X

 

X

3063

 

600026

 

Safety Assessment

 

X

 

X

3063

 

600027

 

Technical File/Design Dossier (for CE mark)

 

X

 

X

3063

 

600028

 

Regulatory Submissions

 

X

 

X

3063

 

600029

 

Regulatory Approvals for Clinical

 

X

 

X

3063

 

600030

 

Standards Compliance Report& Certificates

 

X

 

X

3063

 

600031

 

Development Phase Design Review Minutes (Sensitive information will be redacted)

 

X

 

X

 

23



 

3024 IPG

 

BOM
Part
Number

 

Item Type

 

Description

 

License
for use
while
Mfg with
MDT

 

Transfer
with
Inspire,
beyond
MDT mfg

120110001

 

Label Software

 

JETFORM FILE NEURO IPG

 

X

 

 

502040002

 

IPG

 

IPG ASSY-INSPIRE II,3024,K

 

X

 

 

404827004

 

EMA

 

EMA ASSY-INSPIRE II,3024,T/K(DESICCANT)

 

X

 

 

404754001

 

Shield Assy

 

LH SHIELD ASSY-(IN-LINE)ITREL 3,7425(EMA),T

 

X

 

 

211088001

 

Shield

 

SHIELD HALF-LEFT,ITREL 3

 

X

 

 

101291001

 

Alloy

 

TITANIUM-SHEET,BEAD BLASTED,.012+-,0005THK, GRD 1

 

X

 

 

210329001

 

Bead

 

BEADS-STAINLESS STEEL

 

X

 

 

103725001

 

Insulator

 

INSULATOR-BATTERY,ITREL 3,(PET,POLYESTER W/ADHES.), 1.3X1.48

 

X

 

 

101060009

 

Film

 

STRIP-POLYESTER,.005THK TS=25000PSI,W AND LG PER PO

 

X

 

 

404752001

 

Battery

 

BATTERY ASSEMBLY-IPG,7425(EMA),T

 

X

 

 

161177001

 

Battery

 

CELL-LITHIUM/THIONYL CHLORIDE,3.7V,2.7AH@2MA,1.34WX.324TX1.5

 

X

 

 

199004001

 

Power Source

 

QA REQT-POWER CELLS AND BATTERIES

 

X

 

 

211212002

 

Contact

 

CONTACT-B PLUS,T-BLOCK,KOVAR,PLATED

 

X

 

 

211212001

 

Contact

 

CONTACT-B PLUS,T-BLOCK,KOVAR

 

X

 

 

210862002

 

Contact

 

CONTACT-BLOCK,7960,PLATED

 

X

 

 

153212010

 

Tubing

 

TUBING-PTFE,TRANSPARENT .042 ODX.020X.004 LIGHT WALL

 

X

 

 

181637005

 

Hybrid

 

HYBRID-MULTIPROGRAMMABLE,INSPIRE II,3024

 

X

 

X

404787002

 

Shield Assy

 

RH SHIELD ASSY-ITREL 3,7425(EMA),T

 

X

 

 

404786001

 

Shield Assy

 

SHIELD SUBASSEMBLY-RH,7425(EMA)T

 

X

 

 

206588001

 

Shield

 

SHIELD HALF/MATRIX ID,7425

 

X

 

 

211087004

 

Shield

 

SHIELD HALF-RIGHT HAND,ITREL 3 (WITH HOLES AND RECESS)TALL U

 

X

 

 

103772001

 

Insulator

 

INSULATOR CUP-ITREL 3,POLYPROPYLENE (INCLUDED FEATURE)

 

X

 

 

171093001

 

Adhesive

 

MOLDING-POLYPROPYLENE RESIN HARDNESS 8696 ROCKWELL R

 

X

 

 

210862002

 

Contact

 

CONTACT-BLOCK,7960,PLATED

 

X

 

 

140089002

 

Feedthru

 

FEEDTHRU ASSY-TOPHAT,8081

 

X

 

 

140081002

 

Feedthru

 

TERMINAL-FEEDTHRU.FLAT TOP.IPGTITANIUM

 

X

 

 

151071001

 

Contact

 

CONTACT-DISK,GOLD-PLATED KOVAR,.073-.075 DIAX .025-.027

 

X

 

 

168188001

 

Preform

 

PREFORM-SOLDER,GOLD/TIN,.070 DIA X .002 THK (0108564A006)

 

X

 

 

211048004

 

Desiccant

 

DESICCANT-ITREL 3,CLEANED

 

X

 

 

211048002

 

Desiccant

 

DESICCANT-ITREL 3

 

X

 

 

163021002

 

Powder

 

POWDER-DESICCANT,7960

 

X

 

 

163022001

 

Polymer

 

RUBBER-SILICONE,LSR,2 PART

 

X

 

 

101293001

 

Wire

 

WIRE-UNINSULATED,8081,WIREBOND

 

X

 

 

101292003

 

Adhesive

 

ADHESIVE-ELECT MOD COMP,RESIN,1 GALLON

 

X

 

 

101292004

 

Adhesive

 

ADHESIVE-ELECT MOD COMP,CATALYST,1 GALLON

 

X

 

 

210635002

 

Fastener

 

FASTENER-BARBED,MULTIPLE,G2,3 BARBS

 

X

 

 

 

24



 

3024 IPG

 

BOM
Part
Number

 

Item Type

 

Description

 

License
for use
while
Mfg with
MDT

 

Transfer
with
Inspire,
beyond
MDT mfg

101038008

 

Alloy

 

TITANIUM-SHT,ARGON ANNEAL,.010THK,+-.001,GRD1

 

X

 

 

210624020

 

Radiopaque

 

SYMBOL-IDENT,RADIOPAQUE,INSPIRE II,NCR,3024

 

X

 

 

101231001

 

Sheet

 

SHEET-TUNGSTEN,PER FED STD 151ANSI-B46.1,ASTM-E92

 

X

 

 

410274001

 

Grommet

 

SEAL ASSY-COMPRESSION,7074/75

 

X

 

 

104605001

 

Grommet

 

GROMMET-SPLIT,SI RBR,.090 ODX 0.30IDX.103T,GRV=.1500DX.068W

 

X

 

 

168588001

 

Polymer

 

MOLDING-SILICONE RUBBER 2-PARTMEDICAL GRD,HARDNESS 30-40 DUR

 

X

 

 

104585001

 

Ring

 

RING-COMPRESSION,SILICON .140ODX.100IDX.060THK

 

X

 

 

153191014

 

Tubing

 

TUBING-SILICONE RUBBER,TRANS .140 ODX.100X.015 WALL,DUR 50A

 

X

 

 

110941002

 

Screw

 

SCREW-MACH,SET,HEX SKT,CUP PT TITANIUM,2-56X.125,CLASS 2A

 

X

 

 

101227001

 

Alloy

 

TITANIUM ALLOY-ROD,TS=135K PSI.125 TO 4.5 IN OD,(6AL-4V)

 

X

 

 

149460001

 

Connector

 

CONNECTOR MODULE-ITREL 3,OPEN SLOTS

 

X

 

 

168166003

 

Polymer

 

RESIN-POLYETHER URETHANE,YEL,74 SHORE D,5000PSI,200% ELONG

 

X

 

 

149121001

 

Connector

 

CONNECTOR BODY-IMPL,SLIMLINE 8420/21

 

X

 

 

101031004

 

Sheet

 

TI-GRD4,TS=80KSI,AVAIL FORM SHEET/STRIP/PLATE/BAR/BILLETS

 

X

 

 

101031003

 

Sheet

 

TI-GRD3,TS=60KSI, AVAIL FORM SHEET/STRIP/PLATE/BAR/BILLETS

 

X

 

 

101031002

 

Sheet

 

TI-GRD2,TS=50KSI,AVAIL FORM SHEET/STRIP/PLATE/BAR/BILLETS

 

X

 

 

149120001

 

Connector

 

CONNECTOR BODY-IMPL,SLMLN,8420

 

X

 

 

101031004

 

Sheet

 

TI-GRD4,TS=80KSI,AVAIL FORM SHEET/STRIP/PLATE/BAR/BILLETS

 

X

 

 

101031003

 

Sheet

 

TI-GRD3,TS=60KSI, AVAIL FORM SHEET/STRIP/PLATE/BAR/BILLETS

 

X

 

 

101031002

 

Sheet

 

TI-GRD2,TS=50KSI,AVAIL FORM SHEET/STRIP/PLATE/BAR/BILLETS

 

X

 

 

117988001

 

Seal

 

SEAL-INNER,DUAL BIPOLAR

 

X

 

 

168588002

 

Silicon

 

MOLDING-SILICONE RUBBER,2-PARTMEDICAL GRD,HARDNESS 45-55 DUR

 

X

 

 

104597001

 

Seal

 

OUTER SEAL-CONNECTOR

 

X

 

 

168588002

 

Silicon

 

MOLDING-SILICONE RUBBER,2-PARTMEDICAL GRD,HARDNESS 45-55 DUR

 

X

 

 

168171003

 

Adhesive

 

ADHESIVE-RTV,SILICONE RUBBER,1 PART,TRANSLUCENT,6 OZ(170 G)

 

X

 

 

168079001

 

Coating

 

COATING-PARYLENE-C

 

X

 

 

171506991

 

Dadet

 

ENCAPSULANT-EPOXY RESIN KIT,SIZE 1 OZ ENCAP AND HARDENER

 

X

 

 

152284005

 

Wire

 

WIRE-UNINS,NIOBIUM,.015DIA +-.001, TS=18,000

 

X

 

 

168064002

 

Primer

 

PRIMER-GAMA-METHACRYLOXYPROPYLTRIMETHOXYSILANE,CLEAR LIQUID

 

X

 

 

 

25



 

3024 IPG

 

BOM
Part
Number

 

Item Type

 

Description

 

License
for use
while
Mfg with
MDT

 

Transfer
with
Inspire,
beyond
MDT mfg

19679001

 

Tray

 

TRAY-PACKAGING,IPG,OUTER,THERA,7940

 

X

 

 

101271001

 

Film

 

FILM-PETG COPOLYESTER,PKG,UNCOATED

 

X

 

 

50007001

 

Tray

 

TRAY-PACKAGING,INNER

 

X

 

 

119708001

 

Lid

 

LID-PACKAGING,IPG,OUTER,THERA

 

X

 

 

101168002

 

Sheet

 

SHEET-POLYETHYLENE FIBER,.0073THK.CTD,OLIVER 18B

 

X

 

 

119707001

 

Lid

 

LID-PACKAGING,IPG,INNER,THERA

 

X

 

 

101168002

 

Sheet

 

SHEET-POLYETHYLENE FIBER,.0073THK.CTD,OLIVER 18B

 

X

 

 

800242001

 

Wrench

 

WRENCH-HEX #2

 

X

 

 

101029006

 

Alloy

 

SST-420 TYPE1,AVAILABLE FORM BAR/WIRE

 

X

 

 

119718002

 

Box

 

BOX-SHELF,IPG,6.63 X 5.25 X 2.44

 

X

 

 

119968001

 

Cushion

 

FOAM-INSERT,7223

 

X

 

 

119724003

 

Bag

 

POUCH-IPG,LITERATURE,FOLDING

 

X

 

 

100477001

 

Film

 

FILM-POLYETHYLENE,LOW DENSITY DIMENSIONS PER PO

 

X

 

 

197615001

 

Manual

 

MANUAL-TECH,MODEL 3024,PHYSICIAN’S MANUAL,EN

 

X

 

X

197552001

 

Manual

 

MAUNAL-TECH,3024,INSPIRE,PATIENT,US

 

X

 

X

186193004

 

Form

 

FORM-REGISTRATION,IPG SYSTEM

 

X

 

X

103334001

 

Bag

 

POUCH-PLASTIC,ID CARD,ITREL IIITREL 3,TRANSFORM REGIST FORM

 

X

 

X

187380025

 

Transformer

 

TRANSFORM-PATIENT ID CARD,CARDIOMYOSTM,4710,E/EF/EG/ES/EI/EN

 

X

 

X

187222025

 

Card

 

CARD-PATIENT ID,ITREL,7424/25 E/EF/EG/ES/EI/EN

 

X

 

X

194642001

 

Label

 

LABEL SET-UNIVERSAL,SMALL,TACHY

 

X

 

X

193364002

 

Label

 

LABEL-SEAL,TEAR TAB,MEDTRONIC

 

X

 

X

86198002

 

Envelope

 

ENVELOPE-ITREL

 

X

 

X

L169

 

Inspire L169

 

Inspire L169 IC Specification (Design files, IC Verilog/Verifault VHDL simulations)

 

X

 

X

L169

 

Inspire L169 IC

 

Layout Files

 

X

 

X

L169

 

Inspire L169 IC

 

Verification and Validation Plans / Reports

 

X

 

X

L169

 

Inspire L169 IC

 

Inspire L169 IC Test Specification

 

X

 

X

181637

 

Inspire Hybrid

 

Electrical Specification

 

X

 

X

601601

 

Inspire Hybrid

 

Electrical Schematic, Inspire Hybrid

 

X

 

X

2125229

 

Inspire Hybrid

 

Inspire Hybrid Test Specification

 

X

 

X

 

26


 

3024 IPG

 

Model No.

 

Document
Number

 

Description

 

License
for use
while
Mfg
with
MDT

 

Transfer
with
Inspire,
beyond
MDT
mfg

3024

 

2841-3079

 

2841 Hybrid FMEA

 

X

 

 

3024

 

2841-3104

 

Upper Airway Stimulation (UAS) System Hazard Analysis

 

X

 

 

3024

 

3024-3000

 

Reliability Development Plan for UAS Inspire (II)IPG, Model 3024.

 

X

 

 

3024

 

3024-3004

 

Chargeback for UAS Project

 

X

 

 

3024

 

3024-3006

 

Initial Hazard Analysis

 

X

 

 

3024

 

3024-3006

 

Upper Airway Stimulation System Hazard Analysis

 

X

 

 

3024

 

3024-3008

 

UAS Commitment Phase Review Summary

 

X

 

 

3024

 

3024-3009

 

Upper Airway Stimulation (UAS) Development Plan

 

X

 

 

3024

 

3024-3010 and 3024-3051

 

Memo Hans Neisz from Donald Erickson Aug 2, 1998 and 3024- “Upper Airway IPG”

 

X

 

 

3024

 

3024-3011

 

Product Specification Ventor IPG Model 3024

 

X

 

 

3024

 

3024-3012

 

Patent Review for IPG UAS

 

X

 

 

3024

 

3024-3013

 

Business Plan “Obstructive Sleep Apnea Upper Airway Stimulation”

 

X

 

 

3024

 

3024-3018

 

Cstim Slew Rate Measurements

 

X

 

 

3024

 

3024-3020

 

STIM Waveform (Recharge Investigation)

 

X

 

 

3024

 

3024-3024

 

Medical Advisory Board Meeting, July 16, 1997, Summary

 

X

 

 

3024

 

3024-3035

 

ECO Release Model 3024 Inspire II Product Specification

 

X

 

 

3024

 

3024-3035

 

Inspire II Product Specification (083553)

 

X

 

 

3024

 

3024-3038

 

Memo to John Hammargren from Mark Christopherson Oct 25, 1994 Preliminary 60hz Testing of the 4322 Sensor and the Phase I System

 

X

 

 

3024

 

3024-3153

 

Memo to John Hammargren, Hans Neisz from Mark Christopherson, October 25, 1995 “L169 Verilog Verification Stimulations” with Test Plan

 

X

 

 

3024

 

3024-3155

 

Memo to John Hammargren from Mark Christopherson
Nov 21, 1995 “Summary of Inspire II Test Strategy”

 

X

 

 

3024

 

3024-3157

 

083553 Model 3024 Inspire II IPG Product Specification Rev A

 

X

 

 

3024

 

3024-3161

 

Qual Plan: Qualification of Inspire II IPG (Model 3024) (L169-004)

 

X

 

 

3024

 

3024-3162

 

Verification Plan: Inspire II (Model 3024) Hybrid Test Plan, Detection Algorithm Specific L169 Verification Plan (L169-004)

 

X

 

 

3024

 

3024-3162-1

 

Test Report: Memo to Inspire II Team from Mark Christopherson “Functionality of First Hybrids”

 

X

 

 

3024

 

3024-3178

 

Design Verification of the Rev 2 Hybrid (Inspire II IPG) Status

 

X

 

 

3024

 

3024-3201

 

Inspire II Manufacturing Plan Rev B

 

X

 

 

3024

 

3024-3204

 

Memo to Distribution from Dan Pyne “Inspire II Phase 2 CDR Minutes”

 

X

 

 

3024

 

 

 

1) Memo to File from Mark Christopherson “Summary of Rev 2 Hybrid Evaluation (L169 IC/lnspire II, Model 3024)

 

X

 

 

3024

 

 

 

2) Memo to Inspire II Team from Mark Christopherson “Testing of the Analog Front End and Vref”

 

X

 

 

3024

 

 

 

3) Memo to Inspire II from Mark Christopherson “Status of L169 Following Trip to Micro-Rel

 

X

 

 

 

27



 

3024 IPG

 

Model No.

 

Document
Number

 

Description

 

License
for use
while
Mfg
with
MDT

 

Transfer
with
Inspire,
beyond
MDT
mfg

3024

 

3024-3228

 

4) Memo to Mark Christopherson from Dan Pyne “Inspire II Network/topo Changes Reply”

 

X

 

 

3024

 

 

 

5) Memo to Distribution from Dan Pyne “Inspire II Phase 2 CDR Minutes”

 

X

 

 

3024

 

 

 

6) Memo to John Hammargren/Todd Kallmyer from Mark Christopherson “Design Verification of the Rev 2 Hybrid (Inspire II IPG)

 

X

 

 

3024

 

3024-3229

 

Lab Notebook Inspire II Hybrid Verification Rev 2 March 1996 (Mark Christopherson )

 

X

 

 

3024

 

3024-3235

 

Lab Notebook Documentation and Qualification of the Inspire II Stimulus Tester (Labview)

 

X

 

 

3024

 

3024-3249

 

Memo to Todd Kallmyer from Mark Christopherson “Inspire II Hybrid Evaluations Summary (Rev 3)

 

X

 

 

3024

 

3024-3257

 

Lab Notebook UAS Algorithm Verification April, 1994 (Mark Christopherson)

 

X

 

 

3024

 

3024-3288

 

Inspire II Product Transfer Plan Rice Creek to ESTC Rev A

 

X

 

 

3024

 

3024-3289

 

Inspire II Manufacturing Plan rev C

 

X

 

 

3024

 

3024-3291

 

Memo to Inspire II Team from Mark Christopherson “Longevity Calculations”

 

X

 

 

3024

 

3024-3301

 

Memo to Project File from Mark Christopherson “Rev 4 Telemetry Frequency”

 

X

 

 

3024

 

3024-3316

 

Memo to Distribution from Mark Christopherson “Inspire II Telemetry Frequency”

 

X

 

 

3024

 

3024-3321

 

Qual Plan: QE%-115: H1637-003 and L169-001 for Inspire II (Micro-Rel L169-001 Qual)

 

X

 

 

3024

 

3024-3330

 

Hybrid Operations Development Portfolio: Phase II of the Inspire I Project (Renamed Inspire II) September 14, 1995

 

X

 

 

3024

 

3024-3345

 

Qual Plan: System Testing and Production Qualification of Model 3024 Inspire II IPG Nov 13, 1997 (L169-004)

 

X

 

 

3024

 

3024-3349

 

Report: Inspire II Model 3024 Hybrid Test Report, Detection Algorithm Specific

 

X

 

 

3024

 

3024-3350

 

Memo to Inspire II Team from Mark Christopherson “Net DC Measurements” [Draft] (L169-004)

 

X

 

 

3024

 

3024-3351

 

Memo to Inspire II Team from Mark Christopherson “Inspire II Rev 4 Design Verification Report Summary”

 

X

 

 

3024

 

3024-3353

 

L169 Verification Plan Rev F

 

X

 

 

3024

 

3024-3353

 

Micro-Rel L169 Verification Plan (169-004)

 

X

 

 

3024

 

3024-3354

 

Hybrid Inspire II L169-4 CDR October 28, 1996

 

X

 

 

3024

 

3024-3355

 

ECO Specification 215124 Model 3024 Inspire II IPG Test Specification Rev A

 

X

 

 

3024

 

3024-3357

 

Micro-Rel Validation Plan: Inspire II Electronic Module Manufacturing Processes Validation Document

 

X

 

 

3024

 

3024-3358

 

Micro-Rel Report Memo to Distribution from Dawn Sokol “Inspire II Electronic Module Mechanical Qualification Acceptance”

 

X

 

 

3024

 

3024-3362

 

Inspire II Hybrid FMEA

 

X

 

 

 

28



 

3024 IPG

 

Model No.

 

Document
Number

 

Description

 

License
for use
while
Mfg
with
MDT

 

Transfer
with
Inspire,
beyond
MDT
mfg

3024

 

3024-3363

 

Micro-Rel Report Memo to Distribution from Dawn Sokol “Inspire II Electronic Module Mechanical Qualification”

 

X

 

 

3024

 

3024-3376

 

Micro-Rel Qual Report “Electrical Qualification of the Inspire II Hybrid and L169 IC (L169-001)

 

X

 

 

3024

 

3024-3377

 

Medical Advisory Board Meeting Total System Implant Project July 16, 1997

 

X

 

 

3024

 

3024-3383

 

Inspire II Model 3024 Rev 4 Design Verification Lab Book Dec ‘96-Jan ‘97

 

X

 

 

3024

 

3024-3387

 

Inspire II L169 Rev 4 Qualification Test Data June-Aug ‘97

 

X

 

 

3024

 

3024-3388

 

Report: System Testing and Production Qualification of Model 3024 Inspire II IPG August ‘97 (L169-004)

 

X

 

 

3024

 

3024-3392

 

Design Verification Report Inspire II (Model 3024) Hybrid Test Report, Detection May 97 Algorithm Specific (L169-004)

 

X

 

 

3024

 

3024-3393

 

Memo to Roy Testerman/Todd Kallmyer from Mark Christopherson “Inspire II AGC Change for Rev 5

 

X

 

 

3024

 

3024-3403

 

Report “Electrical Qualification of the Inspire II Hybrid and L169IC with Corrections (L169-003)

 

X

 

 

3024

 

3024-3404

 

Memo to Project File from Mark Christopherson Oct 13, 1997 L169 Rev 5 (Inspire II ) Review Meetings
1) Memo to H1637-003/L169-001 Qualification File (QE-5- 115) from Dawn Sokol “H1637-003 1000 Hour Life Test

 

X

 

 

3024

 

3024-3408

 

Characterization Delta Analysis” Sept 18, 1997 [3404] Memo to Distribution from Dawn Sokol “Correction to Inspire II Delta Analysis Report

 

X

 

 

3024

 

3024-3411

 

Memo to Inspire II Team from Mark Christopherson Sept 29, 1997 “Inspire II Telemetry Status”
1) Memo to Distribution from Dawn Sokol June 24, 1997 “Inspire II Electronic Module Mechanical Qualification”

 

X

 

 

3024

 

3024-3412

 

2) Report Inspire II Electronic Module Process Validation Document
3) Memo to Distribution from Dawn Sokol “Inspire II Electronic Module Mechanical Qualification Acceptance” June 25, 1997

 

X

 

 

3024

 

3024-3416

 

System Testing and Production Qualification of Model 3024 Inspire II IPG, L169-007

 

X

 

 

3024

 

3024-3417

 

Inspire II (Model 3024) Hybrid Test Plan (Design Verification) L169-007

 

X

 

 

3024

 

3024-3422

 

Memo to Inspire II Development Team from Todd Kallmyer “Inspire II Fix-it List

 

X

 

 

3024

 

3024-3439

 

Memo to Project File from Mark Christopherson Inspire II Design Summary: Rev-006/-007 May, 1998 Memo: Design Verification and Design Qualification of the Rev 7 L169 Inspire II IPG

 

X

 

 

3024

 

3024-3446

 

Design Review Meeting Minutes (Inspire System Review), July 30, 1998

 

X

 

 

 

29



 

3024 IPG

 

Model No.

 

Document
Number

 

Description

 

License
for use
while
Mfg
with
MDT

 

Transfer
with
Inspire,
beyond
MDT
mfg

3024

 

3024-3451

 

Model 3024 Inspire II UAS IPG Safety Requirements. (Updated UAS System Hazard Analysis)

 

X

 

 

3024

 

3024-3452

 

Inspire II, Upper Airway System, Safety Assessment

 

X

 

 

3024

 

3024-3453

 

Inspire II Model 3024 FMEA

 

X

 

 

3024

 

3024-3454

 

Model 3024 Inspire II Customer Use FMEA

 

X

 

 

3024

 

3024-3456

 

Report: System Testing and Production Qualification of Model 3024 Inspire II IPG Sept. 1998 (L169-007)

 

X

 

 

3024

 

3024-3457

 

Micro-Rel Product Qualification Plan (H1637-003& L169- 001) and (H1637-004 and L169-007)

 

X

 

 

3024

 

3024-3458

 

Hybrid Test Report (Design Verification) L169-007

 

X

 

 

3024

 

3024-3460

 

AIMD Conformity Assessment Checklist/Essential Requirements (Initial Draft)

 

 

 

 

3024

 

3024-3462

 

Design Verification Test Data,Inspire II (3024) (L169-007)

 

X

 

 

3024

 

3024-3463

 

4322 dp/dt Sensor Capsule: Inspire II System Bias Voltage Drift Test Plan

 

 

 

 

3024

 

3024-3465

 

Comparison of Inspire I vs. Inspire II

 

X

 

 

3024

 

3024-3466

 

Materials Availability for the Inspire II System

 

X

 

 

3024

 

3024-3470

 

Inspire II System Phase I Review

 

X

 

 

3024

 

3024-3473

 

Early Product Description, UAS IPG System

 

X

 

 

3024

 

3024-3475

 

Investigators Meeting, October 16, 1995

 

X

 

 

3024

 

3024-3479

 

Micro-Rel Inspire II Verification Results

 

X

 

 

3024

 

3024-3480

 

Net DC Measurements on Inspire II

 

X

 

 

3024

 

3024-3481

 

Itrel 3 Packaging (and Sterilization) Qualification

 

X

 

 

3024

 

3024-3482

 

ITREL 3 Model 7425 Reliability Assessment (Failure Rate Prediction) 1100-94-161

 

X

 

 

3024

 

3024-3483

 

Itrel 3 Process File List

 

X

 

 

3024

 

3024-3484

 

Final Customer Use FMEA for Itrel 3 System

 

X

 

 

3024

 

3024-3485

 

Itrel 3 IPG FMEA

 

X

 

 

3024

 

3024-3486

 

Itrel 3 EMA FMEA

 

X

 

 

3024

 

3024-3487

 

Itrel 3 IPG EMA Product Qualification Test Plan and Report

 

X

 

 

3024

 

3024-3488

 

Itrel 3 Mechanical Qualification Plan and Report

 

X

 

 

3024

 

3024-3489

 

Risk Assessment for the Upper Airway Stimulation (UAS) System

 

X

 

 

3024

 

3024-3491

 

Inspire Controlled Release Plan, September 15, 1998

 

X

 

 

3024

 

3024-3492

 

Itrel 3 EMC Qualification Plans and Reports

 

X

 

 

3024

 

3024-3493

 

Inspire II System Manuals Audit

 

X

 

 

3024

 

3024-3494

 

Inspire II Clinical Protocol and Overview

 

X

 

 

3024

 

3024-3496

 

Inspire II IDE Submission, September 25, 1998

 

X

 

 

3024

 

3026-3223

 

Inspire I Product Specification (083543)

 

X

 

 

3024

 

3026-3326

 

2841/3026 Hybrid FMEA

 

X

 

 

3024

 

 

 

Latest ECO of Specs and Drawings

 

X

 

 

3024

 

215214

 

Inspire II IPG Final Test Specification

 

X

 

 

 

30



 

4322 Pressure Senior Lead

 

BOM Part
Number

 

Description

 

License
for use
while
Mfg
with
MDT

 

Transfer
with
Inspire,
beyond
MDT
mfg

404180001

 

Inspire dp/dt Sensor (original design)

 

X

 

X

404180

 

Mechanical Specification

 

X

 

X

180808003

 

Hybrid

 

X

 

X

180808

 

Electrical Specification

 

X

 

X

083444/083846

 

Product Specification

 

X

 

X

140058002

 

Feedthru

 

X

 

X

140058

 

Mechanical Specification

 

X

 

X

180779001

 

Hybrid

 

X

 

X

200945

 

Miscellaneous Document

 

X

 

X

200428

 

Test Specification

 

X

 

X

200068

 

Electrical Specification

 

X

 

X

180779

 

Electrical Specification

 

X

 

X

200112

 

Product Specification

 

X

 

X

200068

 

Electrical Specification

 

X

 

X

200070

 

Product Specification

 

X

 

X

200113

 

Miscellaneous Document

 

X

 

X

201173, 201172

 

Test Specifications

 

X

 

X

117600001

 

Connector

 

X

 

X

168626001

 

Miscellaneous Component

 

X

 

X

124132

 

Inspire dp/dt crystal specification

 

X

 

X

108999

 

Inspire dp/dt crystal assembly

 

X

 

X

605488

 

Inspire dp/dt D46 final acceptance

 

X

 

X

0107074, 0104778

 

Inspire dp/dt D46 DHF, specs, and design files (layout, schematic)

 

X

 

X

2507077

 

Inspire dp/dt D46 reticles/mask

 

X

 

X

605658

 

Inspire dp/dt D46 Visual Specification

 

X

 

X

 

 

Inspire dp/dt Sensor (collaboration design)

 

X

 

X

Collab - new

 

Inspire dp/dt Sensor DHF (specifications, verification and validation plans / reports)

 

X

 

X

Collab - new

 

Inspire dp/dt Sensor DMR (BOM, electrical and mechanical drawings)

 

X

 

X

Collab - new

 

Inspire dp/dt Test System Specification

 

X

 

X

Collab - new

 

Inspire dp/dt Test System Mechanical and Electrical Drawings

 

X

 

X

Collab - new

 

Inspire dp/dt Test System verification and validation plans and reports

 

X

 

X

Collab - new

 

Inspire dp/dt Test System Software specification

 

X

 

X

Collab - new

 

Inspire dp/dt Test System Software source code

 

X

 

X

Collab - new

 

Inspire dp/dt Test System Software Verification and Validation Plans/Reports

 

X

 

X

Collab - new

 

Inspire dp/dt Test System User Manual

 

X

 

X

4322T00

 

Package Specification

 

X

 

 

193176017

 

Label

 

X

 

X

186341001

 

Form

 

X

 

X

197755001

 

Manual

 

X

 

X

192339001

 

Label

 

X

 

X

119562001

 

Box

 

X

 

X

 

31


 

4322 Pressure Senior Lead

 

BOM Part
Number

 

Description

 

License
for use
while
Mfg
with
MDT

 

Transfer
with
Inspire,
beyond
MDT
mfg

119562

 

Package Specification

 

X

 

X

502608002

 

Lead (Sensitive information will be redacted)

 

X

 

X

119551001

 

Closure

 

X

 

 

101168002

 

Sheet

 

X

 

 

119858001

 

Tray

 

X

 

 

119858

 

Package Specification

 

X

 

 

119431005

 

Disk

 

X

 

 

119550001

 

Closure

 

X

 

 

141566001

 

Label

 

X

 

 

 

4322 Pressure Sensor Lead

 

Model No.

 

Document
Number

 

Description

 

License
for use
while
Mfg
with
MDT

 

Transfer
with
Inspire,
beyond
MDT
mfg

4322

 

4322-A002

 

4322 Product Description and Development Plan

 

X

 

X

4322

 

4322-B004

 

4322 Sensor and Test Requirements: Frequency Response and Pressure Levels (Sensitive information will be redacted)

 

X

 

X

4322

 

4322-B005

 

ESD and Cautery Testing on the 4322 Sensor/Lead

 

X

 

X

4322

 

4322-C004

 

Design Review 4322 Comments

 

X

 

X

4322

 

4322-C007

 

Electrical Test Requirements for the 4322 Respiratory Pressure Sensor

 

X

 

X

4322

 

4322-C011

 

4322 Test Specifications (Supersedes Memo: Electrical Test Requirements for 4322 Respiratory Pressure Sensor, Dec. 20, 1994

 

X

 

X

4322

 

4322-C018

 

Test Setup Files and Associated Files for Capsule and Lead Testing Inspire I Devices (Model 4322) Qualification Plan (Sensitive information will be redacted)

 

X

 

X

4322

 

4322-C024

 

Chronic Monitor: Week #12 - 4322 Data Results (First Two Canines)

 

X

 

X

4322

 

4322-C025

 

Model 4322 Sleep Apnea Lead Qualification Test Plan (Sensitive information will be redacted)

 

X

 

X

4322

 

4322-C025A

 

Model 4322 Sleep Apnea Lead Qualification Test Plan Rev A (Sensitive information will be redacted)

 

X

 

X

4322

 

4322-C027

 

Sterilization of Model 4322 Lead (Sensitive information will be redacted)

 

X

 

X

 

32



 

4322

 

4322-C033

 

Observations from the 4322 Human Cadaver Study (2/09/96)

 

X

 

X

4322

 

4322-C034

 

My Notes from the Cadaver Lab

 

X

 

X

4322

 

4322-C040

 

4322T Human Acute Study Qualification Report

 

X

 

X

 

2032 Inspire Patient Programmer

 

BOM Part
Number

 

Item Type

 

Description

 

License
for use
while
Mfg
with
MDT

 

Transfer
with
Inspire,
beyond
MDT
mfg

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8840 Physician Programmer

 

BOM Part
Number

 

Item Type

 

Description

 

 

 

 

411326003

 

Miscellaneous Component

 

TELEMETRY MODULE SUBASSEMBLY- PROGRAMMER

 

X

 

X

177848002

 

Closure

 

HOUSING-BOTTOM,TELEMETRY,8840 WITH EMI SPRAYCOAT

 

X

 

X

177949002

 

Antenna

 

ANTENNA-TELEMETRY MODULE,8840 VARNISHED

 

X

 

X

411214005

 

Miscellaneous Component

 

ASSEMBLY - PWB, 8840 TELEMETRY MODULE

 

X

 

X

170681001

 

Shield

 

SHIELD-TM, H FIELD

 

X

 

X

183764001

 

Tape

 

FOAM TAPE -DIECUT SET, TM

 

X

 

X

411327002

 

Miscellaneous Component

 

REEL ASSEMBLY-PROGRAMMER, 8840

 

X

 

X

170394002

 

Cable

 

CABLE-TELEMETRY MODULE,POLYPROPYLENE PRIMARIES INSULATION

 

X

 

X

177910001

 

Strain Relief

 

STRAIN RELIEF-CABLE

 

X

 

X

77850001

 

Cable

 

REEL-CABLE, TOP,8840

 

X

 

X

177851001

 

Cable

 

REEL-CABLE, BOTTOM,8840

 

X

 

X

149785001

 

Connector

 

HOUSING-CONNECTOR, 1.25MM

 

X

 

X

149786001

 

Connector

 

CONTACT-CONNECTOR, 1.25MM

 

X

 

X

170395002

 

Flex

 

CABLE-FLEX,PCB-TM,COPPER STRENGTH MEMBER,.025-.030.

 

X

 

X

177911001

 

Strain Relief

 

STRAIN RELIEF-REEL

 

X

 

X

161367001

 

Battery

 

BATTERY - LITHUIM, POLY-CARBONMONOFLUORIDE, 3 VOLT, BR1225

 

X

 

X

177853001

 

Miscellaneous Component

 

RETAINER-CORD,8840

 

X

 

X

186034001

 

Label

 

COLOR CHIP-SLATE MEDIUM GRAY

 

X

 

X

177849001

 

Closure

 

HOUSING-TOP,TELEMETRY,8840

 

X

 

X

186034001

 

Label

 

COLOR CHIP-SLATE MEDIUM GRAY

 

X

 

X

220344001

 

Label

 

LABEL-TELEMETRY MODULE,8840

 

X

 

X

186034001

 

Label

 

COLOR CHIP-SLATE MEDIUM GRAY

 

X

 

X

110778002

 

Screw

 

SCREW-PCB,8840,#2-28X3/8

 

X

 

X

220371001

 

Label

 

LABEL-BATTERY COMPARTMENT,INSIDE,8840

 

X

 

X

 

33



 

8840 Physician Programmer

 

BOM Part
Number

 

Item Type

 

Description

 

 

 

 

177836001

 

Cover

 

COVER-BATTERY,8840

 

X

 

X

186034001

 

Label

 

COLOR CHIP-SLATE MEDIUM GRAY

 

X

 

X

119000008

 

Bag

 

BAG-POLYETHYLENE,5WX12LGX.003THK

 

X

 

X

100477001

 

Film

 

FILM-POLYETHYLENE,LOW DENSITY DIMENSIONS PER PO

 

X

 

X

165145001

 

Tape

 

TAPE-SEALING,BOX,TRANSPARENT W=36MM

 

X

 

X

168836001

 

Oil

 

GREASE-PTFE

 

X

 

X

350209001

 

Miscellaneous Assembly

 

CARTON-SHELF,CORRUGATED,PHY PROGRAMMER,8840

 

X

 

X

101170101

 

Sheet

 

SHEET-FIBERBOARD CORR, SGL WALLMIN BURSTING TEST=200LBS/SQ IN

 

X

 

X

161076001

 

Battery

 

BATTERY-ALKALINE MN,1.5V,2.7MAH@300MA,SIZE AA FLAT CONTACT

 

X

 

X

198311001

 

Manual

 

MANUAL-PHYSICIAN,PROGRAMMER,PLATFORM,8840

 

X

 

X

182599001

 

Sheet

 

CARD-QUICK REFERENCE,PHYSICIAN PROGRAMMER,8840

 

X

 

X

170192001

 

Box

 

CASE-CARRYING,8840

 

X

 

X

220352001

 

Label

 

LABEL SET-GENERIC, OEM, EXTERNALS, 8840

 

X

 

X

170285001

 

Die Cutter

 

DIE CUT-LABEL SET, OEM-EXTERNALS, 8840

 

X

 

X

633708002

 

Firmware

 

FIRMWARE FORMAT, LABEL, SHIPPING, PROGRAMMER, 8840(DOMESTIC), Rx Only

 

X

 

X

165145001

 

Tape

 

TAPE-SEALING,BOX,TRANSPARENT W=36MM

 

X

 

X

198960001

 

Magnet

 

INSERT - PLACEMENT, PROGRAMMER AND MAGNET, 8840

 

X

 

X

Software

 

Drivers/base s/w

 

8840 Itrel 3 driver level source software and Itrel 3 application/source code.

 

X

 

X

Software DHR

 

Software DHF

 

8840 Itrel 3 driver and application DHR reference

 

X

 

X

Software Tools

 

S/W tools

 

Software tools sufficient to compile and build the Itrel 3 drivers and application

 

X

 

X

 

4328 RTD Research Programmer (Inspire II Research Programmer)

 

BOM Part
Number

 

Item
Type

 

Description

 

License
for use
while
Mfg

with

MDT

 

Transfer

with
Inspire,
beyond
MDT
mfg

4328RTD

 

DMR

 

 

 

X

 

X

 

34



 

7432AE Physician Programmer/ 3052 Memmod (Inspire II Physician Programmer - very outdated)

 

BOM Part
Number

 

Item
Type

 

Description

 

License

for use
while
Mfg
with
MDT

 

Transfer
with

Inspire,

beyond
MDT
mfg

4328RTD

 

DMR

 

 

 

X

 

X

 

3032 Patient Programmer DHF

 

Model No.

 

Document
Number

 

Description

 

License

for use
while

Mfg
with
MDT

 

Transfer

with
Inspire,
beyond
MDT
mfg

3032 DHF

 

 

 

Right of Reference to 3031 lnterstim Patient Programmer

 

X

 

X

 

8840 Physician Programmer DHF

 

Model No.

 

Document
Number

 

Description

 

License
for use
while
Mfg
with
MDT

 

Transfer
with
Inspire,
beyond
MDT
mfg

8840 DHF

 

 

 

Right of Reference to 8840 Physician Programmer

 

X

 

X

8840 DHF

 

 

 

Right of Reference to 8848 Physician Programmer Software

 

X

 

X

 

4328 RTD Research Programmer DHF

 

Model No.

 

Document
Number

 

Description

 

License
for use
while
Mfg
with
MDT

 

Transfer
with
Inspire,
beyond
MDT
mfg

4328 RTD Research Programmer DHF

 

 

 

 

 

35



 

7432AE Physician Programmer DHF

 

Model
No.

 

Document
Number

 

Description

 

License

for use
while
Mfg
with
MDT

 

Transfer
with
Inspire,
beyond
MDT
mfg

3052

 

3052-3001

 

3052 Product Specification #083482-001, Rev A

 

X

 

X

3052

 

3052-3029

 

3052 Memory Module Software Hazard List, Analysis & Report

 

X

 

X

3052

 

3052-3030

 

3052 Memmod Planning Phase Review Report

 

X

 

X

3052

 

3052-3032

 

3052 Memmod Prototype Phase Review Report

 

X

 

X

3052

 

3052-3054

 

3052 Memmod Concept Phase Review Report

 

X

 

X

3052

 

3052-3169

 

UAS Model 3052 Memory Module & Model 2841 & 3024 IPG Software Development, Configuration Mgmt, & Verification & Validation Plans

 

X

 

X

3052

 

3052-3206

 

Release of Memmod Model 3052 Revision NDR03

 

X

 

X

3052

 

3052-3209

 

Inspire I System for the Treatment of Obstructive Sleep Apnea

 

X

 

X

3052

 

3052-3225

 

3052 Version Description Document Software Specification #217364-001, Rev B

 

X

 

X

3052

 

3052-3314

 

Changes in the 3052 Memmod for Inspire II

 

X

 

X

3052

 

3052-3315

 

3052 Memory Module Software Test Plan, Rev B

 

X

 

X

3052

 

3052-3317

 

3052 Memmod Traceability Map, Rev B

 

X

 

X

3052

 

3052-3361

 

Completion of Functional Testing Phase for 3052 Memmod

 

X

 

X

3052

 

3052-3410

 

3052 Memmod Version Description Document Software Specification #217364

 

X

 

X

3052

 

3052-3450

 

Model 3052 Version NDR05 Test Report

 

X

 

X

 

36


 

Exhibit D

 

Trademarks

 

- NONE -

 

37



 

PATENT ASSIGNMENT

 

WHEREAS, Medtronic, Inc. (“Assignor”), is the owner of the United States and foreign patents and patent applications identified on the attached Exhibit A; and

 

WHEREAS, Inspire Medical Systems, Inc. (“Assignee”), desires to acquire the entire right, title and interest in and to the United States and foreign patents and patent applications identified on the attached Exhibit A and in and to the inventions described and claimed therein (hereinafter “Patents”);

 

In exchange for good and valuable consideration, the receipt of which is hereby acknowledged, Assignor hereby assigns to Assignee all of Assignor’s right, title and interest in and to the Patents, and all rights to seek and collect damages and other relief for infringement of the Patents, and all proceeds thereof.

 

This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement. The signatures from each counterpart may be combined with a copy of the Agreement to constitute the entire Agreement.

 

 

MEDTRONIC, INC.

 

 

 

 

 

By:

/s/

 

Name:

 

 

Title:

 

 

 

 

 

STATE OF

)

 

) ss.

COUNTY OF

)

 

On this day of                  , 2007, before me, a notary public in and for said county, appeared                 of Medtronic, Inc., the person who signed this instrument, who acknowledged that he or she signed it as a :free act on behalf of said company with authority to do so.

 

38



EX-10.2 10 a2235179zex-10_2.htm EX-10.2

Exhibit 10.2

 

FIRST AMENDMENT

TO

ASSIGNMENT  AND  LICENSE AGREEMENT

 

This First Amendment to Assignment and License Agreement (this “Amendment”) is made and entered into as of February 4, 2010, by and between Inspire Medical Systems, Inc. (“Inspire”), a Delaware corporation, and Medtronic, Inc., a Minnesota corporation (“Medtronic”). All capitalized terms used, but not defined in this Amendment shall have the meanings given to them in the License Agreement (as defined below).

 

WITNESSETH:

 

WHEREAS, on or about November 28, 2007, Inspire and Medtronic entered into that certain Assignment and License Agreement (“License Agreement”) pursuant to which Medtronic agreed to assign to Inspire the Assigned Patents and Trademarks and to license to Inspire the Technical Information and Licensed Patents in the Field.

 

WHEREAS, Inspire has requested that certain amendments be made to the License Agreement, all as more fully described herein. Medtronic has agreed to make such amendments pursuant to the provisions of this Amendment.

 

WHEREAS, the parties desire to set forth their agreement with respect to such amendments to the License Agreement in accordance with the terms and conditions of this Amendment and the License Agreement.

 

NOW THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein, and for other valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties mutually agree as follows:

 

AMENDMENT:

 

1.            Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the License Agreement.

 

2.            Amendments to License Agreement: The License  Agreement  is hereby amended as follows:

 

(a)                               Adding a new section 2.4(a), as follows:

 

“2.4a) Non-exclusive Patent License Grant. Subject to the terms and conditions of this Agreement, Medtronic agrees to grant, and hereby grants, to Inspire a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, non-sublicensable and non-transferable (except as part of a Sales Transaction) license to (i) the patents and patent applications listed on Exhibit C; (ii) any patents which issue from patent applications listed on Exhibit C; (iii) all continuation, divisional, re-issue or re-examination applications which may be filed based on the patents and patent applications  listed on Exhibit  C, together  with any patents that  may issued  based  thereon,  to

 



 

 

 make, have made, use, import, offer to sell and sell products in the Field, and to practice methods in the Field.

 

(b)                               Amending  section 2.5 by inserting “and  2.4a” after  each appearance   of “2.3” therein.

 

(c)                                Attaching Exhibit  C, which is attached  hereto.

 

(d)                               Amending section 3.4(a) by adding the following at the end thereof:

 

“Nothing in this Agreement shall be construed as giving Inspire any right to enforce any of the Non-Exclusively Licensed Patents in Exhibit C.”

 

3.                                    Miscellaneous.

 

(a)          Effect; Ratification. The amendments set forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written, and shall  not be deemed to (i) be a consent to, or an acknowledgment of, any amendment, waiver or modification of any other term or condition of the License Agreement or (ii) prejudice any right or remedy which the parties may now have or may have in the future under or in connection with the License Agreement, as amended hereby, or any other instrument or agreement referred  to therein. Each reference in the License Agreement to “this Agreement,” “herein,” “hereof ‘ and words of alike import and each reference in the any other instruments, documents or agreements executed in connection therewith to the “License Agreement” shall  mean  the  License Agreement, as amended hereby.

 

(b)          Headings. Headings and captions used in this Amendment (including any Exhibits hereto) are included for convenience of reference only and shall not be given any substantive effect.

 

(c)           Counterparts; Integration. This Amendment may be executed and delivered via facsimile or pdf with the same force and effect as if an original were executed and may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures hereto were upon the same instrument. This Amendment  constitutes the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede any and all prior agreements and understandings, oral or written, relating to the subject matter hereof

 

(d)           Severability. Any provision contained in this Amendment which is held to be inoperative, unenforceable or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable or invalid without affecting the remaining provisions of this Amendment in that jurisdiction or the operation, enforceability or validity of such provision in any other jurisdiction.

 

[Signature page follows]

 



 

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in the manner appropriate to each, effective as of the date first above written.

 

 

INSPIRE MEDICAL SYSTEMS, INC.

 

 

 

/s/ Timothy P. Herbert

 

By:

Timothy P. Herbert

 

Its:

 President & CEO

 

 

 

 

 

 

 

MEDTRONIC, INC.

 

 

 

 

/s/ Chad Cornell

 

By:

Chad Cornell

 

Its: Vice President, Corporate Development

 



 

Exhibit C: Non-Exclusive Licensed Patents

 

US Patent/Application

 

Title

 

 

 

 

 

5,938,596

 

Medical Electrical Lead

 

 

 

 

 

 

 

 

 

 

4



EX-10.3 11 a2235179zex-10_3.htm EX-10.3

Exhibit 10.3

 

LOAN AND SECURITY AGREEMENT

 

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of August 7, 2015 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and INSPIRE MEDICAL SYSTEMS, INC., a Delaware corporation, with offices located at 9700 63rd Avenue North, Suite 200, Maple Grove, MN 55369 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:

 

1.                                      ACCOUNTING AND OTHER TERMS

 

1.1                                       Accounting terms not defined in this Agreement shall be construed in accordance with GAAP. Calculations and determinations must be made in accordance with GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. All references to “Dollars” or “$” are United States Dollars, unless otherwise noted.

 

2.                                      LOANS AND TERMS OF PAYMENT

 

2.1                                       Promise to Pay. Borrower hereby unconditionally promises to pay each Lender, the outstanding principal amount of all Term Loans advanced to Borrower by such Lender and accrued and unpaid interest thereon and any other amounts due hereunder as and when due in accordance with this Agreement.

 

2.2                               Term Loans.

 

(a)                                         Availability.

 

(i)                                             Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, to make term loans to Borrower on the Effective Date in an aggregate amount of Fifteen Million Five Hundred Thousand Dollars ($15,500,000.00) in a single advance according to each Lender’s Term A Loan Commitment as set forth on Schedule 1.1 hereto (such term loans are hereinafter referred to singly as a “Term A Loan”, and collectively as the “Term A Loans”). After repayment, no Term A Loan may be re-borrowed.

 

(ii)                                          Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, during the Second Draw Period, to make term loans in a single draw to Borrower, if requested by Borrower, in an aggregate amount determined by Borrower of at least Three Million Five Hundred Thousand Dollars ($3,500,000) and up to Ten Million Dollars ($10,000,000.00) according to each Lender’s Term B Loan Commitment as set forth on Schedule 1.1 hereto (such term loans are hereinafter referred to singly as a “Term B Loan”, and collectively as the “Term B Loans”; each Term A Loan or Term B Loan is hereinafter referred to singly as a “Term Loan” and the Term A Loans and the Term B Loans are hereinafter referred to collectively as the “Term Loans”). Notwithstanding anything to the contrary contained herein, no Term B Loans shall be advanced if, at the time of the advance, Borrower’s consolidated product revenues, measured on a trailing six (6) month basis, are less than Seven Million Five Hundred Thousand Dollars ($7,500,000.00), as determined in accordance with GAAP by the Lenders based upon written evidence satisfactory to the Lenders. After repayment, no Term B Loan may be re-borrowed.

 

(b)                                         Repayment. Borrower shall make monthly payments of interest only commencing on the first (1st) Payment Date following the Funding Date of each Term Loan, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date immediately preceding the Amortization Date. Borrower agrees to pay, on the Funding Date of each Term Loan, any initial partial monthly interest payment otherwise due for the period between the Funding Date of such Term Loan and the first Payment Date thereof.

 



 

Commencing on the Amortization Date, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal and interest, in arrears, to each Lender, as calculated by Collateral Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the amount of such Lender’s Term Loan, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to (i) if the Amortization Date is March 1, 2017, forty two (42) months, (ii) if the Amortization Date is September 1, 2017, thirty six (36) months, (iii) if the Amortization Date is March 1, 2018, thirty (30) months, and (iv) if the Amortization Date is September 1, 2018, twenty four (24) months. All unpaid principal and accrued and unpaid interest with respect to each Term Loan is due and payable in full on the Maturity Date. Each Term Loan may only be prepaid in accordance with Sections 2.2(c) and 2.2(d).

 

(c)                                          Mandatory Prepayments. If the Term Loans are accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (ii) the Final Payment, (iii) the Prepayment Fee, plus (iv) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. Notwithstanding (but without duplication with) the foregoing, on the Maturity Date, if the Final Payment had not previously been paid in full in connection with the prepayment of the Term Loans in full, Borrower shall pay to Collateral Agent, for payment to each Lender in accordance with its respective Pro Rata Share, the Final Payment in respect of the Term Loan(s).

 

(d)                                         Permitted Prepayment of Term Loans. Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) days prior to such prepayment, and (ii) pays to the Lenders on the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts.

 

2.3                               Payment of Interest on the Credit Extensions.

 

(a)                                         Interest Rate. Subject to Section 2.3(b), the principal amount outstanding under the Term Loans shall accrue interest at a fixed per annum rate (which rate shall be fixed for the duration of the applicable Term Loan) equal to the Basic Rate, determined by Collateral Agent on the Funding Date of the applicable Term Loan, which interest shall be payable monthly in arrears in accordance with Sections 2.2(b) and 2.3(e). Interest shall accrue on each Term Loan commencing on, and including, the Funding Date of such Term Loan, and shall accrue on the principal amount outstanding under such Term Loan through and including the day on which such Term Loan is paid in full.

 

(b)                                         Default Rate. Immediately upon the occurrence and during the continuance of an Event of Default, Obligations shall accrue interest at a fixed per annum rate equal to the rate that is otherwise applicable thereto plus five percentage points (5.00%) (the “Default Rate”). Payment or acceptance of the increased interest rate provided in this Section 2.3(b) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Collateral Agent.

 

(c)                                          360-Day Year. Interest shall be computed on the basis of a three hundred sixty (360) day year consisting of twelve (12) months of thirty (30) days.

 

(d)                                         Debit of Accounts. Collateral Agent and each Lender may debit (or ACH) any deposit accounts, maintained by Borrower or any of its Subsidiaries, including the Designated Deposit Account, for principal and interest payments or any other amounts Borrower owes the Lenders under the Loan Documents when due. Any such debits (or ACH activity) shall not constitute a set-off.

 

(e)                                          Payments. Except as otherwise expressly provided herein, all payments by Borrower under the Loan Documents shall be made to the respective Lender to which such payments are owed, at such Lender’s office in immediately available funds on the date specified herein. Unless otherwise provided, interest is

 



 

payable monthly on the Payment Date of each month. Payments of principal and/or interest received after 12:00 noon Eastern time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower hereunder or under any other Loan Document, including payments of principal and interest, and all fees, expenses, indemnities and reimbursements, shall be made without set-off, recoupment or counterclaim, in lawful money of the United States and in immediately available funds.

 

2.4                                       Secured Promissory Notes. Each Term Loan shall be evidenced by a Secured Promissory Note or Notes in the form attached as Exhibit D hereto (each a “Secured Promissory Note”), and shall be repayable as set forth in this Agreement. Borrower irrevocably authorizes each Lender to make or cause to be made, on or about the Funding Date of any Term Loan or at the time of receipt of any payment of principal on such Lender’s Secured Promissory Note, an appropriate notation on such Lender’s Secured Promissory Note Record reflecting the making of such Term Loan or (as the case may be) the receipt of such payment. The outstanding amount of each Term Loan set forth on such Lender’s Secured Promissory Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Lender, but the failure to record, or any error in so recording, any such amount on such Lender’s Secured Promissory Note Record shall not limit or otherwise affect the obligations of Borrower under any Secured Promissory Note or any other Loan Document to make payments of principal of or interest on any Secured Promissory Note when due. Upon receipt of an affidavit of an officer of a Lender as to the loss, theft, destruction, or mutilation of its Secured Promissory Note, Borrower shall issue, in lieu thereof, a replacement Secured Promissory Note in the same principal amount thereof and of like tenor.

 

2.5                                       Fees. Borrower shall pay to Collateral Agent:

 

(a)                                         Facility Fee. On the Effective Date, a fully earned, non-refundable facility fee of Twenty Three Thousand Two Hundred Fifty Dollars ($23,250.00) to be shared between the Lenders pursuant to their respective Commitment Percentages;

 

(b)                                         Term B Facility Fee. Upon the advance of the Term B Loans hereunder, a fully earned, non-refundable facility fee equal to three-quarters of one percent (0.75%) of the principal amount of the Term B Loans, to be shared between the Lenders pursuant to their respective Commitment Percentages;

 

(c)                                          Final Payment. The Final Payment, when due hereunder, to be shared between the Lenders in accordance with their respective Pro Rata Shares;

 

(d)                                         Prepayment Fee. The Prepayment Fee, when due hereunder, to be shared between the Lenders in accordance with their respective Pro Rata Shares; and

 

(e)                                          Lenders’ Expenses. All Lenders’ Expenses (including reasonable attorneys’ fees and expenses for documentation and negotiation of this Agreement) incurred through and after the Effective Date, when due.

 

2.6                                       Withholding. Payments received by the Lenders from Borrower hereunder will be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto). Specifically, however, if at any time any Governmental Authority, applicable law, regulation or international agreement requires Borrower to make any withholding or deduction from any such payment or other sum payable hereunder to the Lenders, Borrower hereby covenants and agrees that the amount due from Borrower with respect to such payment or other sum payable hereunder will be increased to the extent necessary to ensure that, after the making of such required withholding or deduction, each Lender receives a net sum equal to the sum which it would have received had no withholding or deduction been required and Borrower shall pay the full amount withheld or deducted to the relevant Governmental Authority. Borrower will, upon request, furnish the Lenders with proof reasonably satisfactory to the Lenders indicating that Borrower has made such withholding payment; provided, however, that Borrower need not make any withholding payment if the amount or validity of such withholding payment is contested in good faith by appropriate and timely proceedings

 



 

and as to which payment in full is bonded or reserved against by Borrower. The agreements and obligations of Borrower contained in this Section 2.6 shall survive the termination of this Agreement.

 

3.                                      CONDITIONS OF LOANS

 

3.1                                       Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation:

 

(a)                                         duly executed original signatures to this Agreement;

 

(b)                                         duly executed original signatures to the Warrants;

 

(c)                                          duly executed original Control Agreements with respect to any Collateral Accounts maintained by Borrower or any of its Subsidiaries;

 

(d)                                         duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage;

 

(e)                                          the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the Effective Date;

 

(f)                                           a completed Perfection Certificate for Borrower and each of its Subsidiaries;

 

(g)                                          the Annual Projections, for the current calendar year;

 

(h)                                         duly executed original officer’s certificate for Borrower and each Subsidiary that is a party to the Loan Documents, in a form acceptable to Collateral Agent and the Lenders;

 

(i)                                             certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released;

 

(j)                                            a landlord’s consent executed in favor of Collateral Agent in respect of all of Borrower’s and each Subsidiaries’ leased locations;

 

(k)                                         a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary maintains Collateral having a book value in excess of One Hundred Thousand Dollars ($100,000.00);

 

(l)                                             a duly executed legal opinion of counsel to Borrower dated as of the Effective Date;

 

(m)                                     evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders;

 

(n)                                         a copy of any applicable Registration Rights Agreement or Investors’ Rights Agreement and any amendments thereto;

 



 

(o)                                 a payoff letter from Oxford and Silicon Valley Bank in respect of the Existing Indebtedness;

 

(p)                                         evidence that (i) the Liens securing the Existing Indebtedness will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; and

 

(q)                                         payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

 

3.2                                       Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the initial Credit Extension, is subject to the following conditions precedent:

 

(a)                                         receipt by Collateral Agent of an executed Disbursement Letter in the form of Exhibit B attached hereto;

 

(b)                                         the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 hereof are true, accurate and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date;

 

(c)                                          in such Lender’s sole discretion, there has not been any Material Adverse Change or any material adverse deviation by Borrower from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each Lender;

 

(d)                                         to the extent not delivered at the Effective Date, duly executed original Secured Promissory Notes and Warrants, in number, form and content acceptable to each Lender, and in favor of each Lender according to its Commitment Percentage, with respect to each Credit Extension made by such Lender after the Effective Date; and

 

(e)                                          payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

 

3.3                                       Covenant to Deliver. Borrower agrees to deliver to Collateral Agent and the Lenders each item required to be delivered to Collateral Agent under this Agreement as a condition precedent to any Credit Extension. Borrower expressly agrees that a Credit Extension made prior to the receipt by Collateral Agent or any Lender of any such item shall not constitute a waiver by Collateral Agent or any Lender of Borrower’s obligation to deliver such item, and any such Credit Extension in the absence of a required item shall be made in each Lender’s sole discretion.

 

3.4                                       Procedures for Borrowing. Subject to the prior satisfaction of all other applicable conditions to the making of a Term Loan set forth in this Agreement, to obtain a Term Loan, Borrower shall notify the Lenders (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 noon Eastern time three (3) Business Days prior to the date the Term Loan is to be made. Together with any such electronic, facsimile or telephonic notification, Borrower shall deliver to the Lenders by electronic mail or facsimile a completed Disbursement Letter executed by a Responsible Officer or his or her designee. The Lenders may rely on any telephone notice given by a person whom a Lender reasonably believes is a Responsible Officer or designee. On the Funding Date, each Lender shall credit and/or transfer (as applicable) to the Designated Deposit Account, an amount equal to its Term Loan Commitment.

 



 

4.                                      CREATION OF SECURITY INTEREST

 

4.1                                       Grant of Security Interest. Borrower hereby grants Collateral Agent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Collateral Agent, for the ratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral, subject only to Permitted Liens that are permitted by the terms of this Agreement to have priority to Collateral Agent’s Lien. If Borrower shall acquire a commercial tort claim (as defined in the Code), Borrower, shall promptly notify Collateral Agent in a writing signed by Borrower, as the case may be, of the general details thereof (and further details as may be required by Collateral Agent) and grant to Collateral Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Collateral Agent.

 

If this Agreement is terminated, Collateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as the Lenders’ obligation to make Credit Extensions has terminated, Collateral Agent shall, at the sole cost and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower.

 

4.2                                       Authorization to File Financing Statements. Borrower hereby authorizes Collateral Agent to file financing statements or take any other action required to perfect Collateral Agent’s security interests in the Collateral, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Collateral Agent’s interest or rights under the Loan Documents, including a notice that any disposition of the Collateral, except to the extent permitted by the terms of this Agreement, by Borrower, or any other Person, shall be deemed to violate the rights of Collateral Agent under the Code.

 

5.                                      REPRESENTATIONS AND WARRANTIES

 

Borrower represents and warrants to Collateral Agent and the Lenders as follows at all times:

 

5.1                                       Due Organization, Authorization: Power and Authority. Borrower and each of its Subsidiaries is duly existing and in good standing as a Registered Organization in its jurisdictions of organization or formation and Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with this Agreement, Borrower and each of its Subsidiaries has delivered to Collateral Agent a completed perfection certificate signed by an officer of Borrower or such Subsidiary (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). Borrower represents and warrants that (a) Borrower and each of its Subsidiaries’ exact legal name is that which is indicated on its respective Perfection Certificate and on the signature page of each Loan Document to which it is a party; (b) Borrower and each of its Subsidiaries is an organization of the type and is organized in the jurisdiction set forth on its respective Perfection Certificate; (c) each Perfection Certificate accurately sets forth each of Borrower’s and its Subsidiaries’ organizational identification number or accurately states that Borrower or such Subsidiary has none; (d) each Perfection Certificate accurately sets forth Borrower’s and each of its Subsidiaries’ place of business, or, if more than one, its chief executive office as well as Borrower’s and each of its Subsidiaries’ mailing address (if different than its chief executive office); (e) except as set forth in the Perfection Certificate, Borrower and each of its Subsidiaries (and each of its respective predecessors) have not, in the past five (5) years, changed its jurisdiction of organization, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificates pertaining to Borrower and each of its Subsidiaries, is accurate and complete (it being understood and agreed that Borrower and each of its Subsidiaries may from time to time update certain information in the Perfection Certificates (including the information set forth in clause (d) above) after the Effective Date to the extent permitted by one or more specific provisions in this Agreement); such updated Perfection Certificates subject to the review and approval of Collateral Agent. If Borrower or any of its Subsidiaries is not now a Registered Organization but later becomes one, Borrower shall notify Collateral Agent of such occurrence and provide Collateral Agent with

 



 

such Person’s organizational identification number within five (5) Business Days of receiving such organizational identification number.

 

The execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s or such Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or such Subsidiary, or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect or are being obtained pursuant to Section 6.1(b)), or (v) constitute an event of default under any material agreement by which Borrower or any of such Subsidiaries, or their respective properties, is bound. Neither Borrower nor any of its Subsidiaries is in default under any agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse Change.

 

5.2                               Collateral.

 

(a)                                        Borrower and each of its Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to grant a Lien under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors.

 

(b)                                        On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral in excess of One Hundred Thousand Dollars ($100,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date or as permitted pursuant to Section 6.11.

 

(c)                                  All Inventory is in all material respects of good and marketable quality, free from material defects.

 

(d)                                 Borrower and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could interfere with Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound by any material license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the public). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for (i) all material licenses or agreements with respect to which Borrower or any Subsidiary is the licensee to be deemed “Collateral” and for Collateral Agent and each Lender to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

 



 

5.3                                       Litigation. Except as disclosed (i) on the Perfection Certificates, or (ii) in accordance with Section 6.9 hereof, there are no actions, suits, investigations, or proceedings pending or, to the knowledge of the Responsible Officers, threatened in writing by or against Borrower or any of its Subsidiaries involving more than One Hundred Thousand Dollars ($100,000.00).

 

5.4                                       No Material Deterioration in Financial Condition; Financial Statements. All consolidated financial statements for Borrower and its Subsidiaries, delivered to Collateral Agent fairly present, in conformity with GAAP, in all material respects the consolidated financial condition of Borrower and its Subsidiaries, and the consolidated results of operations of Borrower and its Subsidiaries. There has not been any material deterioration in the consolidated financial condition of Borrower and its Subsidiaries since the date of the most recent financial statements submitted to any Lender.

 

5.5                               Solvency. Each of Borrower and its Subsidiaries is Solvent.

 

5.6                                       Regulatory Compliance. Neither Borrower nor any of its Subsidiaries is an “investment company” or a company “controlled” by an “investment company” under the Investment Company Act of 1940, as amended. Neither Borrower nor any of its Subsidiaries is engaged as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve Board of Governors). Borrower and each of its Subsidiaries has complied in all material respects with the Federal Fair Labor Standards Act. Neither Borrower nor any of its Subsidiaries is a “holding company” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company” as each term is defined and used in the Public Utility Holding Company Act of 2005. Neither Borrower nor any of its Subsidiaries has violated any laws, ordinances or rules, the violation of which could reasonably be expected to have a Material Adverse Change. Neither Borrower’s nor any of its Subsidiaries’ properties or assets has been used by Borrower or such Subsidiary or, to Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than in material compliance with applicable laws. Borrower and each of its Subsidiaries has obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all Governmental Authorities that are necessary to continue their respective businesses as currently conducted.

 

None of Borrower, any of its Subsidiaries, or any of Borrower’s or its Subsidiaries’ Affiliates or any of their respective agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is (i) in violation of any Anti-Terrorism Law, (ii) engaging in or conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law, or (iii) is a Blocked Person. None of Borrower, any of its Subsidiaries, or to the knowledge of Borrower and any of their Affiliates or agents, acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement, (x) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (y) deals in, or otherwise engages in any transaction relating to, any property or interest in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law.

 

5.7                                       Investments. Neither Borrower nor any of its Subsidiaries owns any stock, shares, partnership interests or other equity securities except for Permitted Investments.

 

5.8                                       Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and

 



 

deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

 

5.9                                       Use of Proceeds. Borrower shall use the proceeds of the Credit Extensions solely as working capital and to fund its general business requirements in accordance with the provisions of this Agreement, and not for personal, family, household or agricultural purposes. A portion of the proceeds of the Term A Loans shall be used by Borrower to repay the Existing Indebtedness in full on the Effective Date.

 

5.10                                Full Disclosure. No written representation, warranty or other statement of Borrower or any of its Subsidiaries in any certificate or written statement given to Collateral Agent or any Lender, as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and written statements given to Collateral Agent or any Lender, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the certificates or statements not misleading (it being recognized that the projections and forecasts provided by Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results).

 

5.11                                Definition of Knowledge.” For purposes of the Loan Documents, whenever a representation or warranty is made to Borrower’s knowledge or awareness, to the “best of” Borrower’s knowledge, or with a similar qualification, knowledge or awareness means the actual knowledge, after reasonable investigation, of the Responsible Officers.

 

6.                                      AFFIRMATIVE COVENANTS

 

Borrower shall, and shall cause each of its Subsidiaries to, do all of the following:

 

6.1                                       Government Compliance.

 

(a)                                         Maintain its and all its Subsidiaries’ legal existence and good standing in their respective jurisdictions of organization and maintain qualification in each jurisdiction in which the failure to so qualify could reasonably be expected to have a Material Adverse Change. Comply with all laws, ordinances and regulations to which Borrower or any of its Subsidiaries is subject, the noncompliance with which could reasonably be expected to have a Material Adverse Change.

 

(b)                                         Obtain and keep in full force and effect, all of the Governmental Approvals necessary for the performance by Borrower and its Subsidiaries of their respective businesses and obligations under the Loan Documents and the grant of a security interest to Collateral Agent for the ratable benefit of the Lenders, in all of the Collateral. Borrower shall promptly provide copies to Collateral Agent of any material Governmental Approvals obtained by Borrower or any of its Subsidiaries.

 

6.2                               Financial Statements, Reports, Certificates.

 

(a)                                         Deliver to each Lender:

 

(i)                                             as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, income statement (including unit sales data) and cash flow statement covering the consolidated operations of Borrower and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agent;

 

(ii)                                          as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year or within five (5) days of filing with the SEC, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial

 



 

statements from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion;

 

(iii)                                       as soon as available but no later than prior to the last day of each of Borrower’s fiscal years, management-prepared draft annual projections for the upcoming fiscal year substantially in the form to be presented to Borrower’s Board of Directors, and as soon as available but not later than February 28 of each of Borrower’s fiscal years, Borrower’s annual financial projections for such fiscal year as approved by Borrower’s Board of Directors, which such annual financial projections shall be set forth in a month-by-month format (such annual financial projections as originally delivered to Collateral Agent and the Lenders are referred to herein as the “Annual Projections”); provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval and, unless Collateral Agent notifies Borrower to the contrary in writing within thirty (30) days after receipt thereof, the term “Annual Projections” shall include such revisions;

 

(iv)                                      within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or holders of Subordinated Debt;

 

(v)                                         in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission;

 

(vi)                                      prompt notice of any amendments of or other changes to the capitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries, together with any copies reflecting such amendments or changes with respect thereto;

 

(vii)                                   prompt notice of any event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property;

 

(viii)                                as soon as available, but no later than thirty (30) days after the last day of each month, copies of the month-end account statements for each Collateral Account maintained by Borrower or its Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s);

 

(ix)                                      other financial information as reasonably requested by Collateral Agent or any Lender.

 

Notwithstanding the foregoing, documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address.

 

(b)                                         Concurrently with the delivery of the financial statements specified in Section 6.2(a)(i) above but no later than thirty (30) days after the last day of each month, deliver to each Lender, a duly completed Compliance Certificate signed by a Responsible Officer.

 

(c)                                          Keep proper books of record and account in accordance with GAAP in all material respects, in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Borrower shall, and shall cause each of its Subsidiaries to, allow, at the sole cost of Borrower, Collateral Agent or any Lender, during regular business hours upon reasonable prior notice (provided that no notice shall be required when an Event of Default has occurred and is continuing), to visit and inspect any of its properties, to examine and make abstracts or copies from any of its books and records, and to conduct a collateral audit and analysis of its operations and the Collateral. Such audits shall be conducted no more often than twice every year unless (and more frequently if) an Event of Default has occurred and is continuing.

 



 

6.3                                       Inventory; Returns. Keep all Inventory in good and marketable condition, free from material defects. Returns and allowances between Borrower, or any of its Subsidiaries, and their respective Account Debtors shall follow Borrower’s, or such Subsidiary’s, customary practices as they exist at the Effective Date. Borrower must promptly notify Collateral Agent and the Lenders of all returns, recoveries, disputes and claims that involve more than Two Hundred Thousand Dollars ($200,000.00) individually or in the aggregate in any calendar year.

 

6.4                                       Taxes; Pensions. Timely file and require each of its Subsidiaries to timely file, all required tax returns and reports and timely pay, and require each of its Subsidiaries to timely pay, all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower or its Subsidiaries, except for deferred payment of any taxes contested pursuant to the terms of Section 5.8 hereof, and shall deliver to Lenders, on demand, appropriate certificates attesting to such payments, and pay all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with the terms of such plans.

 

6.5                                       Insurance. Keep Borrower’s and its Subsidiaries’ business and the Collateral insured for risks and in amounts standard for companies in Borrower’s and its Subsidiaries’ industry and location and as Collateral Agent may reasonably request. Insurance policies shall be in a form, with companies, and in amounts that are reasonably satisfactory to Collateral Agent and Lenders. All property policies shall have a lender’s loss payable endorsement showing Collateral Agent as lender loss payee and waive subrogation against Collateral Agent, and all liability policies shall show, or have endorsements showing, Collateral Agent, as additional insured. The Collateral Agent shall be named as lender loss payee and/or additional insured with respect to any such insurance providing coverage in respect of any Collateral, and each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Collateral Agent, that it will give the Collateral Agent thirty (30) days prior written notice before any such policy or policies shall be materially altered or canceled. At Collateral Agent’s request, Borrower shall deliver certified copies of policies and evidence of all premium payments. Proceeds payable under any policy shall, at Collateral Agent’s option, be payable to Collateral Agent, for the ratable benefit of the Lenders, on account of the Obligations. Notwithstanding the foregoing, (a) so long as no Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to One Hundred Fifty Thousand Dollars ($150,000.00) with respect to any loss, but not exceeding One Hundred Fifty Thousand Dollars ($150,000.00), in the aggregate for all losses under all casualty policies in any one year, toward the replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (i) shall be of equal or like value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Collateral Agent has been granted a first priority security interest, and (b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of Collateral Agent, be payable to Collateral Agent, for the ratable benefit of the Lenders, on account of the Obligations. If Borrower or any of its Subsidiaries fails to obtain insurance as required under this Section 6.5 or to pay any amount or furnish any required proof of payment to third persons, Collateral Agent and/or any Lender may make, at Borrower’s expense, all or part of such payment or obtain such insurance policies required in this Section 6.5, and take any action under the policies Collateral Agent or such Lender deems prudent.

 

6.6                               Operating Accounts.

 

(a)                                         Maintain all of Borrower’s and its Subsidiaries’ Collateral Accounts in accounts which are subject to a Control Agreement in favor of Collateral Agent, subject to Section 6.6(b). Borrower may maintain the SVB London Account or another foreign Deposit Account disclosed to Collateral Agent and Lenders in writing so long as the aggregate value in all such accounts do not exceed four Hundred Thousand Dollars ($400,000.00) in the aggregate at any time (the “Permitted Foreign Accounts”).

 

(b)                                         Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account. In addition, for each Collateral Account that Borrower or any of its Subsidiaries, at any time maintains, Borrower or such Subsidiary shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any of its Subsidiaries’,

 



 

employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) the Permitted Foreign Accounts.

 

(c)                                          Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b).

 

6.7                                       Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to Borrower’s business; (b) promptly advise Collateral Agent in writing of material infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Collateral Agent’s prior written consent.

 

6.8                                       Litigation Cooperation. Commencing on the Effective Date and continuing through the termination of this Agreement, make available to Collateral Agent and the Lenders, without expense to Collateral Agent or the Lenders, Borrower and each of Borrower’s officers, employees and agents and Borrower’s Books, to the extent that Collateral Agent or any Lender may reasonably deem them necessary to prosecute or defend any third-party suit or proceeding instituted by or against Collateral Agent or any Lender with respect to any Collateral or relating to Borrower.

 

6.9                                       Notices of Litigation and Default. Borrower will give prompt written notice to Collateral Agent and the Lenders of any litigation or governmental proceedings pending or threatened (in writing) against Borrower or any of its Subsidiaries, which could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of Two Hundred Thousand Dollars ($200,000.00) or more or which could reasonably be expected to have a Material Adverse Change. Without limiting or contradicting any other more specific provision of this Agreement, promptly (and in any event within three (3) Business Days) upon Borrower becoming aware of the existence of any Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, Borrower shall give written notice to Collateral Agent and the Lenders of such occurrence, which such notice shall include a reasonably detailed description of such Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default.

 

6.10                        Intentionally Omitted.

 

6.11                                Landlord Waivers; Bailee Waivers. In the event that Borrower or any of its Subsidiaries, after the Effective Date, intends to add any new offices or business locations, including warehouses, or otherwise store any portion of the Collateral with, or deliver any portion of the Collateral to, a bailee, in each case pursuant to Section 7.2, then Borrower or such Subsidiary will provide advance written notice thereof to Collateral Agent and, in the event that the Collateral at any new location, or existing location not subject to a bailee or landlord waiver in favor of Collateral Agent, includes Borrower’s Books or is valued in excess of Two Hundred Thousand Dollars ($200,000.00) in the aggregate at such location or Five Hundred Thousand Dollars ($500,000.00) in the aggregate for all new and existing locations not subject to a bailee or landlord waiver in favor of Collateral Agent, Borrower or such Subsidiary will first receive the written consent of Collateral Agent and such bailee or landlord, as applicable, must execute and deliver a bailee waiver or landlord waiver, as applicable, in form and substance reasonably satisfactory to Collateral Agent prior to the addition of any new offices or business locations, or any such storage with or delivery to any such bailee, as the case may be.

 

6.12                                Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the stock, units or other evidence of ownership of each such newly created Subsidiary.

 

6.13                                Further Assurances.

 


 

(a)                                 Execute any further instruments and take further action as Collateral Agent or any Lender reasonably requests to perfect or continue Collateral Agent’s Lien in the Collateral or to effect the purposes of this Agreement.

 

(b)                                 Deliver to Collateral Agent and Lenders, within five (5) days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority that could reasonably be expected to have a material adverse effect on any of the Governmental Approvals material to Borrower’s business or otherwise could reasonably be expected to have a Material Adverse Change.

 

7.                                      NEGATIVE COVENANTS

 

Borrower shall not, and shall not permit any of its Subsidiaries to, do any of the following without the prior written consent of the Required Lenders:

 

7.1                               Dispositions. Convey, sell, lease, transfer, assign, dispose of or otherwise make cash payments consisting of (collectively, “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) consisting of cash payments to trade creditors in the ordinary course of business; (b) of Inventory in the ordinary course of business; (c) of worn-out or obsolete Equipment; (d) in connection with Permitted Liens, Permitted Investments and Permitted Licenses; and (e) Transfers in addition to those specifically enumerated above, to the extent the same are specifically reflected in the Annual Projections, provided, however, such assets must not include cash, Cash Equivalents or Intellectual Property (including exclusive licenses thereof).

 

7.2                               Changes in Business, Management, Ownership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses engaged in by Borrower as of the Effective Date or reasonably related thereto; (b) liquidate or dissolve; or (c) (i) any Key Person shall cease to be actively engaged in the management of Borrower unless a replacement (which may be a new or existing employee) for such Key Person is approved by Borrower’s Board of Directors and engaged by Borrower within ninety (90) days of such change, or (ii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (a “Change in Control”) (other than (x) by the sale of Borrower’s equity securities in a public offering, a private placement of public equity or to venture capital investors so long as Borrower identifies to Collateral Agent the venture capital investors prior to the closing of the transaction or (y) a Change in Control, provided that all Obligations are indefeasibly paid in full in cash contemporaneously with such Change in Control). Without limiting the foregoing, neither Borrower nor any Subsidiary of Borrower shall, without Collateral Agent’s prior written consent, enter into any binding contractual arrangement with any Person to attempt to facilitate a Change in Control unless (I) such agreement does not give such Person the right to claim any break-up or similar fees, payments or damages from Borrower or any of its Subsidiaries as a result of any failure to proceed with or close such transaction, and (II) Borrower notifies Collateral Agent in advance of entering into, or its Subsidiary entering into, such an agreement. Borrower shall not, without at least thirty (30) days’ prior written notice to Collateral Agent: (A) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Thousand Dollars ($200,000.00) in assets or property of Borrower or any of its Subsidiaries, and all new and existing locations not subject to bailee or landlord waivers in favor of Collateral Agent contain less than Five Hundred Thousand Dollars ($500,000.00) in assets or property of Borrower or any of its Subsidiaries); (B) change its jurisdiction of organization, (C) change its organizational structure or type, (D) change its legal name, or (E) change any organizational number (if any) assigned by its jurisdiction of organization.

 

7.3                               Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock, shares or property of another Person, unless all Obligations are indefeasibly paid in full in cash contemporaneously with such merger or consolidation. A Subsidiary may merge or consolidate into another Subsidiary (provided such surviving Subsidiary is a “co-Borrower” hereunder or has provided a secured Guaranty of Borrower’s Obligations hereunder) or with (or into) Borrower provided Borrower is the surviving legal entity, and as long as no Event of Default is occurring prior thereto or arises as a result therefrom. Without limiting the

 



 

foregoing, neither Borrower nor any Subsidiary of Borrower shall, without Collateral Agent’s prior written consent, enter into any binding contractual arrangement with any Person to attempt to facilitate a merger or acquisition of Borrower or any of its Subsidiaries, unless (i) such agreement does not give such Person the right to claim any break-up or similar fees, payments or damages from Borrower or any of its Subsidiaries as a result of any failure to proceed with or close such transaction, and (ii) Borrower notifies Collateral Agent in advance of entering into, or its Subsidiary entering into, such an agreement.

 

7.4                               Indebtedness. Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness.

 

7.5                               Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted herein (except for Permitted Liens that are permitted by the terms of this Agreement to have priority over Collateral Agent’s Lien), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower, or any of its Subsidiaries, from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or such Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein.

 

7.6                               Maintenance of Collateral Accounts. Maintain any Collateral Account except pursuant to the terms of Section 6.6 hereof.

 

7.7                               Distributions; Investments. (a) Pay any dividends (other than dividends payable solely in capital stock) or make any distribution or payment in respect of or redeem, retire or purchase any capital stock (other than repurchases pursuant to the terms of employee stock purchase plans, employee restricted stock agreements, stockholder rights plans, director or consultant stock option plans, or similar plans, provided such repurchases do not exceed Fifty Thousand Dollars ($50,000.00) in the aggregate per fiscal year) or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so.

 

7.8                               Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower or any of its Subsidiaries, except for (a) transactions that are in the ordinary course of Borrower’s or such Subsidiary’s business, upon fair and reasonable terms that are no less favorable to Borrower or such Subsidiary than would be obtained in an arm’s length transaction with a non-affiliated Person, and (b) Subordinated Debt or equity investments by Borrower’s investors in Borrower or its Subsidiaries.

 

7.9                               Subordinated Debt. (a) Make or permit any payment on any Subordinated Debt, except under the terms of the applicable subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the Subordinated Debt which would increase the amount thereof or adversely affect the subordination thereof to Obligations owed to the Lenders.

 

7.10                        Compliance. Become an “investment company” or a company controlled by an “investment company”, under the Investment Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds of any Credit Extension for that purpose; fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction, as defined in ERISA, to occur; fail to comply with the Federal Fair Labor Standards Act or violate any other law or regulation, if the violation could reasonably be expected to have a Material Adverse Change, or permit any of its Subsidiaries to do so; withdraw or permit any Subsidiary to withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and deferred compensation plan which could reasonably be expected to result in any liability of Borrower or any of its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

 

7.11                        Compliance with Anti-Terrorism Laws. Collateral Agent hereby notifies Borrower and each of its Subsidiaries that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agent’s policies and

 



 

practices, Collateral Agent is required to obtain, verify and record certain information and documentation that identifies Borrower and each of its Subsidiaries and their principals, which information includes the name and address of Borrower and each of its Subsidiaries and their principals and such other information that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. Neither Borrower nor any of its Subsidiaries shall, nor shall Borrower or any of its Subsidiaries permit any Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, agreements or contracts with any Person listed on the OFAC Lists. Borrower and each of its Subsidiaries shall immediately notify Collateral Agent if Borrower or such Subsidiary has knowledge that Borrower, or any Subsidiary or Affiliate of Borrower, is listed on the OFAC Lists or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Neither Borrower nor any of its Subsidiaries shall, nor shall Borrower or any of its Subsidiaries, permit any Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224 or any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

 

8.                                      EVENTS OF DEFAULT

 

Any one of the following shall constitute an event of default (an “Event of Default”) under this Agreement:

 

8.1                               Payment Default. Borrower fails to (a) make any payment of principal or interest on any Credit Extension on its due date, or (b) pay any other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day grace period shall not apply to payments due on the Maturity Date or the date of acceleration pursuant to Section 9.1 (a) hereof). During the cure period, the failure to cure the payment default is not an Event of Default (but no Credit Extension will be made during the cure period);

 

8.2                               Covenant Default.

 

(a)                                 Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notices of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13(b) (Further Assurances) or Borrower violates any covenant in Section 7; or

 

(b)                                 Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;

 

8.3                               Material Adverse Change. A Material Adverse Change occurs;

 

8.4                               Attachment; Levy; Restraint on Business.

 

(a)                                 (i) The service of process seeking to attach, by trustee or similar process, any funds of Borrower or any of its Subsidiaries or of any entity under control of Borrower or its Subsidiaries on deposit with any

 



 

Lender or any Lender’s Affiliate or any bank or other institution at which Borrower or any of its Subsidiaries maintains a Collateral Account, or (ii) a notice of lien, levy, or assessment is filed against Borrower or any of its Subsidiaries or their respective assets by any government agency, and the same under subclauses (i) and (ii) hereof are not, within ten (10) days after the occurrence thereof, discharged or stayed (whether through the posting of a bond or otherwise); provided, however, no Credit Extensions shall be made during any ten (10) day cure period; and

 

(b)                                 (i) any material portion of Borrower’s or any of its Subsidiaries’ assets is attached, seized, levied on, or comes into possession of a trustee or receiver, or (ii) any court order enjoins, restrains, or prevents Borrower or any of its Subsidiaries from conducting any part of its business;

 

8.5                               Insolvency. (a) Borrower or any of its Subsidiaries is or becomes Insolvent; (b) Borrower or any of its Subsidiaries begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against Borrower or any of its Subsidiaries and not dismissed or stayed within forty-five (45) days (but no Credit Extensions shall be made while Borrower or any Subsidiary is Insolvent and/or until any Insolvency Proceeding is dismissed);

 

8.6                               Other Agreements. There is a default in any agreement to which Borrower or any of its Subsidiaries is a party with a third party or parties resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount in excess of Two Hundred Thousand Dollars ($200,000.00) or that could reasonably be expected to have a Material Adverse Change;

 

8.7                               Judgments. One or more judgments, orders, or decrees for the payment of money in an amount, individually or in the aggregate, of at least Two Hundred Thousand Dollars ($200,000.00) (not covered by independent third-party insurance as to which liability has been accepted by such insurance carrier) shall be rendered against Borrower or any of its Subsidiaries and shall remain unsatisfied, unvacated, or unstayed for a period of ten (10) days after the entry thereof (provided that no Credit Extensions will be made prior to the satisfaction, vacation, or stay of such judgment, order or decree);

 

8.8                               Misrepresentations. Borrower or any of its Subsidiaries or any Person acting for Borrower or any of its Subsidiaries makes any representation, warranty, or other statement now or later in this Agreement, any Loan Document or in any writing delivered to Collateral Agent and/or Lenders or to induce Collateral Agent and/or the Lenders to enter this Agreement or any Loan Document, and such representation, warranty, or other statement is incorrect in any material respect when made;

 

8.9                               Subordinated Debt. A default or breach occurs under any agreement between Borrower or any of its Subsidiaries and any creditor of Borrower or any of its Subsidiaries that signed a subordination, intercreditor, or other similar agreement with Collateral Agent or the Lenders, or any creditor that has signed such an agreement with Collateral Agent or the Lenders breaches any terms of such agreement;

 

8.10                 Guaranty. (a) Any Guaranty terminates or ceases for any reason to be in full force and effect; (b) any Guarantor does not perform any obligation or covenant under any Guaranty; (c) any circumstance described in Sections 8.3, 8.4, 8.5, 8.7, or 8.8 occurs with respect to any Guarantor, or (d) the liquidation, winding up, or termination of existence of any Guarantor;

 

8.11                        Governmental Approvals. Any Governmental Approval shall have been revoked, rescinded, suspended, modified in an adverse manner, or not renewed in the ordinary course for a full term and such revocation, rescission, suspension, modification or non-renewal has resulted in or could reasonably be expected to result in a Material Adverse Change; or

 

8.12                        Lien Priority. Any Lien created hereunder or by any other Loan Document shall at any time fail to constitute a valid and perfected Lien on any of the Collateral purported to be secured thereby, subject to no prior or equal Lien, other than Permitted Liens which are permitted to have priority in accordance with the terms of this Agreement.

 



 

9.                                      RIGHTS AND REMEDIES

 

9.1                               Rights and Remedies.

 

(a)                                 Upon the occurrence and during the continuance of an Event of Default, Collateral Agent may, and at the written direction of Required Lenders shall, without notice or demand, do any or all of the following: (i) deliver notice of the Event of Default to Borrower, (ii) by notice to Borrower declare all Obligations immediately due and payable (but if an Event of Default described in Section 8.5 occurs all Obligations shall be immediately due and payable without any action by Collateral Agent or the Lenders) or (iii) by notice to Borrower suspend or terminate the obligations, if any, of the Lenders to advance money or extend credit for Borrower’s benefit under this Agreement or under any other agreement between Borrower and Collateral Agent and/or the Lenders (but if an Event of Default described in Section 8.5 occurs all obligations, if any, of the Lenders to advance money or extend credit for Borrower’s benefit under this Agreement or under any other agreement between Borrower and Collateral Agent and/or the Lenders shall be immediately terminated without any action by Collateral Agent or the Lenders).

 

(b)                                 Without limiting the rights of Collateral Agent and the Lenders set forth in Section 9.1(a) above, upon the occurrence and during the continuance of an Event of Default, Collateral Agent shall have the right, without notice or demand, to do any or all of the following:

 

(i)                                     foreclose upon and/or sell or otherwise liquidate, the Collateral;

 

(ii)                                  apply to the Obligations any (a) balances and deposits of Borrower that Collateral Agent or any Lender holds or controls, or (b) any amount held or controlled by Collateral Agent or any Lender owing to or for the credit or the account of Borrower; and/or

 

(iii)                               commence and prosecute an Insolvency Proceeding or consent to Borrower commencing any Insolvency Proceeding.

 

(c)                                  Without limiting the rights of Collateral Agent and the Lenders set forth in Sections 9.1(a) and (b) above, upon the occurrence and during the continuance of an Event of Default, Collateral Agent shall have the right, without notice or demand, to do any or all of the following:

 

(i)                                     settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Collateral Agent considers advisable, notify any Person owing Borrower money of Collateral Agent’s security interest in such funds, and verify the amount of such account;

 

(ii)                                  make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its security interest in the Collateral. Borrower shall assemble the Collateral if Collateral Agent requests and make it available in a location as Collateral Agent reasonably designates. Collateral Agent may enter premises where the Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred. Borrower grants Collateral Agent a license to enter and occupy any of its premises, without charge, to exercise any of Collateral Agent’s rights or remedies;

 

(iii)                               ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, and/or advertise for sale, the Collateral. Collateral Agent is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, Borrower’s and each of its Subsidiaries’ labels, patents, copyrights, mask works, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Collateral Agent’s exercise of its rights under this Section 9.1, Borrower’s and each of its Subsidiaries’ rights under all licenses and all franchise agreements inure to Collateral Agent, for the benefit of the Lenders;

 



 

(iv)                              place a “hold” on any account maintained with Collateral Agent or the Lenders and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral;

 

(v)                                 demand and receive possession of Borrower’s Books;

 

(vi)                              appoint a receiver to seize, manage and realize any of the Collateral, and such receiver shall have any right and authority as any competent court will grant or authorize in accordance with any applicable law, including any power or authority to manage the business of Borrower or any of its Subsidiaries; and

 

(vii)                           subject to clauses 9.1(a) and (b), exercise all rights and remedies available to Collateral Agent and each Lender under the Loan Documents or at law or equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof).

 

Notwithstanding any provision of this Section 9.1 to the contrary, upon the occurrence and during the continuance of any Event of Default, Collateral Agent shall have the right to exercise any and all remedies referenced in this Section 9.1 without the written consent of Required Lenders following the occurrence of an Exigent Circumstance. As used in the immediately preceding sentence, “Exigent Circumstance” means any event or circumstance that, in the reasonable judgment of Collateral Agent, imminently threatens the ability of Collateral Agent to realize upon all or any material portion of the Collateral, such as, without limitation, fraudulent removal, concealment, or abscondment thereof, destruction or material waste thereof, or failure of Borrower or any of its Subsidiaries after reasonable demand to maintain or reinstate adequate casualty insurance coverage, or which, in the judgment of Collateral Agent, could reasonably be expected to result in a material diminution in value of the Collateral.

 

9.2                               Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

 

9.3                               Protective Payments. If Borrower or any of its Subsidiaries fail to obtain the insurance called for by Section 6.5 or fails to pay any premium thereon or fails to pay any other amount which Borrower or any of its Subsidiaries is obligated to pay under this Agreement or any other Loan Document, Collateral Agent may obtain such insurance or make such payment, and all amounts so paid by Collateral Agent are Lenders’ Expenses and immediately due and payable, bearing interest at the Default Rate, and secured by the Collateral. Collateral Agent will make reasonable efforts to provide Borrower with notice of Collateral Agent obtaining such insurance or making such payment at the time it is obtained or paid or within a reasonable time thereafter. No such payments by Collateral Agent are deemed an agreement to make similar payments in the future or Collateral Agent’s waiver of any Event of Default.

 

9.4                               Application of Payments and Proceeds. Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by

 



 

Collateral Agent from or on behalf of Borrower or any of its Subsidiaries of all or any part of the Obligations, and, as between Borrower on the one hand and Collateral Agent and Lenders on the other, Collateral Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Collateral Agent may deem advisable notwithstanding any previous application by Collateral Agent, and (b) the proceeds of any sale of, or other realization upon all or any part of the Collateral shall be applied: first, to the Lenders’ Expenses; second, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the United States Bankruptcy Code, would have accrued on such amounts); third, to the principal amount of the Obligations outstanding; and fourth, to any other indebtedness or obligations of Borrower owing to Collateral Agent or any Lender under the Loan Documents. Any balance remaining shall be delivered to Borrower or to whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (x) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (y) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its pro rata share of amounts available to be applied pursuant thereto for such category. Any reference in this Agreement to an allocation between or sharing by the Lenders of any right, interest or obligation “ratably,” “proportionally” or in similar terms shall refer to Pro Rata Share unless expressly provided otherwise. Collateral Agent, or if applicable, each Lender, shall promptly remit to the other Lenders such sums as may be necessary to ensure the ratable repayment of each Lender’s portion of any Term Loan and the ratable distribution of interest, fees and reimbursements paid or made by Borrower. Notwithstanding the foregoing, a Lender receiving a scheduled payment shall not be responsible for determining whether the other Lenders also received their scheduled payment on such date; provided, however, if it is later determined that a Lender received more than its ratable share of scheduled payments made on any date or dates, then such Lender shall remit to Collateral Agent or other Lenders such sums as may be necessary to ensure the ratable payment of such scheduled payments, as instructed by Collateral Agent. If any payment or distribution of any kind or character, whether in cash, properties or securities, shall be received by a Lender in excess of its ratable share, then the portion of such payment or distribution in excess of such Lender’s ratable share shall be received by such Lender in trust for and shall be promptly paid over to the other Lender for application to the payments of amounts due on the other Lenders’ claims. To the extent any payment for the account of Borrower is required to be returned as a voidable transfer or otherwise, the Lenders shall contribute to one another as is necessary to ensure that such return of payment is on a pro rata basis. If any Lender shall obtain possession of any Collateral, it shall hold such Collateral for itself and as agent and bailee for Collateral Agent and other Lenders for purposes of perfecting Collateral Agent’s security interest therein.

 

9.5                               Liability for Collateral. So long as Collateral Agent and the Lenders comply with reasonable banking practices regarding the safekeeping of the Collateral in the possession or under the control of Collateral Agent and the Lenders, Collateral Agent and the Lenders shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage to the Collateral; (c) any diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person. Borrower bears all risk of loss, damage or destruction of the Collateral.

 

9.6                               No Waiver; Remedies Cumulative. Failure by Collateral Agent or any Lender, at any time or times, to require strict performance by Borrower of any provision of this Agreement or any other Loan Document shall not waive, affect, or diminish any right of Collateral Agent or any Lender thereafter to demand strict performance and compliance herewith or therewith. No waiver hereunder shall be effective unless signed by Collateral Agent and the Required Lenders and then is only effective for the specific instance and purpose for which it is given. The rights and remedies of Collateral Agent and the Lenders under this Agreement and the other Loan Documents are cumulative. Collateral Agent and the Lenders have all rights and remedies provided under the Code, any applicable law, by law, or in equity. The exercise by Collateral Agent or any Lender of one right or remedy is not an election, and Collateral Agent’s or any Lender’s waiver of any Event of Default is not a continuing waiver. Collateral Agent’s or any Lender’s delay in exercising any remedy is not a waiver, election, or acquiescence.

 

9.7                               Demand Waiver. Borrower waives, to the fullest extent permitted by law, demand, notice of default or dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees held by Collateral Agent or any Lender on which Borrower or any Subsidiary is liable.

 



 

10.                               NOTICES

 

All notices, consents, requests, approvals, demands, or other communication (collectively, “Communication”) by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by facsimile transmission or email; (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or email address indicated below. Any of Collateral Agent, Lender or Borrower may change its mailing address or facsimile number by giving the other party written notice thereof in accordance with the terms of this Section 10.

 

If to Borrower:

 

INSPIRE MEDICAL SYSTEMS, INC.

 

 

9700 63rd Avenue North, Suite 200
Maple Grove, MN 55369

 

 

Attn: Tim Herbert
Fax: (###) ###-####

 

 

Email: ##########@############.###

 

 

 

with a copy (which

 

STINSON LEONARD STREET

shall not constitute

 

150 S. Fifth Street, Suite 2300

notice) to:

 

Minneapolis, MN 55402
Attn: Thomas P. Sanders
Fax: (###) ###-####

 

 

Email: ##########@##############.###

 

 

 

If to Collateral Agent:

 

OXFORD FINANCE LLC

 

 

133 North Fairfax Street
Alexandria, Virginia 22314
Attn: Legal Department
Fax: (###) ###-####

 

 

Email: ###############@#############.###

 

 

 

with a copy (which

 

Cooley LLP

shall not constitute

 

4401 Eastgate Mall

notice) to:

 

San Diego, CA 92121-1909

 

 

Attn: George Samuel
Fax: (###) ###-####

 

 

Email: #######@######.###

 

11.                               CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER, AND JUDICIAL REFERENCE

 

California law governs the Loan Documents without regard to principles of conflicts of law. Borrower, Collateral Agent and each Lender each submit to the exclusive jurisdiction of the State and Federal courts in Santa Clara County, California; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Collateral Agent or any Lender from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Collateral Agent or any Lender. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so

 



 

made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid.

 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER, COLLATERAL AGENT AND EACH LENDER EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

 

WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies of any nature between them arising at any time shall be decided by a reference to a private judge, mutually selected by the parties (or, if they cannot agree, by the Presiding Judge of the Santa Clara County, California Superior Court) appointed in accordance with California Code of Civil Procedure Section 638 (or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts), sitting without a jury, in Santa Clara County, California; and the parties hereby submit to the jurisdiction of such court. The reference proceedings shall be conducted pursuant to and in accordance with the provisions of California Code of Civil Procedure §§ 638 through 645.1, inclusive. The private judge shall have the power, among others, to grant provisional relief, including without limitation, entering temporary restraining orders, issuing preliminary and permanent injunctions and appointing receivers. All such proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed. If during the course of any dispute, a party desires to seek provisional relief, but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such party may apply to the Santa Clara County, California Superior Court for such relief. The proceeding before the private judge shall be conducted in the same manner as it would be before a court under the rules of evidence applicable to judicial proceedings. The parties shall be entitled to discovery which shall be conducted in the same manner as it would be before a court under the rules of discovery applicable to judicial proceedings. The private judge shall oversee discovery and may enforce all discovery rules and orders applicable to judicial proceedings in the same manner as a trial court judge. The parties agree that the selected or appointed private judge shall have the power to decide all issues in the action or proceeding, whether of fact or of law, and shall report a statement of decision thereon pursuant to California Code of Civil Procedure § 644(a). Nothing in this paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose against collateral, or obtain provisional remedies. The private judge shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph.

 

12.                               GENERAL PROVISIONS

 

12.1                        Successors and Assigns. This Agreement binds and is for the benefit of the successors and permitted assigns of each party. Borrower may not transfer, pledge or assign this Agreement or any rights or obligations under it without Collateral Agent’s and each Lender’s prior written consent (which may be granted or withheld in Collateral Agent’s and each Lender’s discretion, subject to Section 12.6). The Lenders have the right, without the consent of or notice to Borrower, to sell, transfer, assign, pledge, negotiate, or grant participation in (any such sale, transfer, assignment, negotiation, or grant of a participation, a “Lender Transfer”) all or any part of, or any interest in, the Lenders’ obligations, rights, and benefits under this Agreement and the other Loan Documents; provided, however, that any such Lender Transfer (other than a transfer, pledge, sale or assignment to an Eligible Assignee) of its obligations, rights, and benefits under this Agreement and the other Loan Documents shall require the prior written consent of the Required Lenders (such approved assignee, an “Approved Lender”). Borrower and Collateral Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned until Collateral Agent shall have received and accepted an effective assignment agreement in form satisfactory to Collateral Agent executed, delivered and fully completed by the applicable parties thereto, and shall have received such other information regarding such Eligible Assignee or Approved Lender as Collateral Agent reasonably shall require. Notwithstanding anything to the contrary contained herein, so long as no Event of Default has occurred and is continuing, no Lender Transfer (other than a Lender Transfer (i) in respect of the Warrants or (ii) in connection with (x) assignments by a Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to a

 



 

Lender’s own financing or securitization transactions) shall be permitted, without Borrower’s consent, to any Person which is an Affiliate or Subsidiary of Borrower, a direct competitor of Borrower or a vulture hedge fund, each as determined by Collateral Agent.

 

12.2                        Indemnification. Borrower agrees to indemnify, defend and hold Collateral Agent and the Lenders and their respective directors, officers, employees, agents, attorneys, or any other Person affiliated with or representing Collateral Agent or the Lenders (each, an “Indemnified Person”) harmless against: (a) all obligations, demands, claims, and liabilities (collectively, “Claims”) asserted by any other party in connection with; related to; following; or arising from, out of or under, the transactions contemplated by the Loan Documents; and (b) all losses or Lenders’ Expenses incurred, or paid by Indemnified Person in connection with; related to; following; or arising from, out of or under, the transactions contemplated by the Loan Documents between Collateral Agent, and/or the Lenders and Borrower (including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful misconduct. Borrower hereby further indemnifies, defends and holds each Indemnified Person harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the fees and disbursements of counsel for such Indemnified Person) in connection with any investigative, response, remedial, administrative or judicial matter or proceeding, whether or not such Indemnified Person shall be designated a party thereto and including any such proceeding initiated by or on behalf of Borrower, and the reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and any commission, fee or compensation claimed by any broker (other than any broker retained by Collateral Agent or Lenders) asserting any right to payment for the transactions contemplated hereby which may be imposed on, incurred by or asserted against such Indemnified Person as a result of or in connection with the transactions contemplated hereby and the use or intended use of the proceeds of the loan proceeds except for liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements directly caused by such Indemnified Person’s gross negligence or willful misconduct.

 

12.3                        Time of Essence. Time is of the essence for the performance of all Obligations in this Agreement.

 

12.4                        Severability of Provisions. Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision.

 

12.5                        Correction of Loan Documents. Collateral Agent and the Lenders may correct patent errors and fill in any blanks in this Agreement and the other Loan Documents consistent with the agreement of the parties.

 

12.6                        Amendments in Writing; Integration. (a) No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, or any consent to any departure by Borrower or any of its Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and the Required Lenders provided that:

 

(i)                                     no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent;

 

(ii)                                  no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature;

 

(iii)                               no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to any Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any Term Loan (B) postpone the date fixed for, or waive, any payment of principal of any Term Loan or of interest on any Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the

 


 

Obligations or its guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section 12.6 or the definitions of the terms used in this Section 12.6 insofar as the definitions affect the substance of this Section 12.6; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; or (I) amend any of the provisions of Section 12.10. It is hereby understood and agreed that all Lenders shall be deemed directly affected by an amendment, waiver or other modification of the type described in the preceding clauses (C), (D), (E), (F), (G) and (H) of the preceding sentence;

 

(iv)                              the provisions of the foregoing clauses (i), (ii) and (iii) are subject to the provisions of any interlender or agency agreement among the Lenders and Collateral Agent pursuant to which any Lender may agree to give its consent in connection with any amendment, waiver or modification of the Loan Documents only in the event of the unanimous agreement of all Lenders.

 

(b)                                 Other than as expressly provided for in Section 12.6(a)(i)-(iii), Collateral Agent may, if requested by the Required Lenders, from time to time designate covenants in this Agreement less restrictive by notification to a representative of Borrower.

 

(c)                                  This Agreement and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents.

 

12.7                        Counterparts. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one Agreement.

 

12.8                        Survival. All covenants, representations and warranties made in this Agreement continue in full force and effect until this Agreement has terminated pursuant to its terms and all Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been satisfied. The obligation of Borrower in Section 12.2 to indemnify each Lender and Collateral Agent, as well as the confidentiality provisions in Section 12.9 below, shall survive until the statute of limitations with respect to such claim or cause of action shall have run.

 

12.9                        Confidentiality. In handling any confidential information of Borrower, the Lenders and Collateral Agent shall exercise the same degree of care that it exercises for their own proprietary information, but disclosure of information may be made: (a) subject to the terms and conditions of this Agreement, to the Lenders’ and Collateral Agent’s Subsidiaries or Affiliates, or in connection with a Lender’s own financing or securitization transactions and upon the occurrence of a default, event of default or similar occurrence with respect to such financing or securitization transaction; (b) to prospective transferees (other than those identified in (a) above) or purchasers of any interest in the Credit Extensions (provided, however, the Lenders and Collateral Agent shall, except upon the occurrence and during the continuance of an Event of Default, obtain such prospective transferee’s or purchaser’s agreement to the terms of this provision or to similar confidentiality terms); (c) as required by law, regulation, subpoena, or other order; (d) to Lenders’ or Collateral Agent’s regulators or as otherwise required in connection with an examination or audit; (e) as Collateral Agent reasonably considers appropriate in exercising remedies under the Loan Documents; and (f) to third party service providers of the Lenders and/or Collateral Agent so long as such service providers have executed a confidentiality agreement with the Lenders and Collateral Agent with terms no less restrictive than those contained herein. Confidential information does not include information that either: (i) is in the public domain or in the Lenders’ and/or Collateral Agent’s possession when disclosed to the Lenders and/or Collateral Agent, or becomes part of the public domain after disclosure to the Lenders and/or Collateral Agent through no direct fault of Lenders or Collateral Agent; or (ii) is disclosed to the Lenders and/or

 



 

Collateral Agent by a third party, if the Lenders and/or Collateral Agent does not know that the third party is prohibited from disclosing the information. Collateral Agent and the Lenders may use confidential information for any purpose, including, without limitation, for the development of client databases, reporting purposes, and market analysis. The provisions of the immediately preceding sentence shall survive the termination of this Agreement. The agreements provided under this Section 12.9 supersede all prior agreements, understanding, representations, warranties, and negotiations between the parties about the subject matter of this Section 12.9.

 

12.10                 Right of Set Off. Borrower hereby grants to Collateral Agent and to each Lender, a lien, security interest and right of set off as security for all Obligations to Collateral Agent and each Lender hereunder, whether now existing or hereafter arising upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Collateral Agent or the Lenders or any entity under the control of Collateral Agent or the Lenders (including a Collateral Agent affiliate) or in transit to any of them. At any time after the occurrence and during the continuance of an Event of Default, without demand or notice, Collateral Agent or the Lenders may set off the same or any part thereof and apply the same to any liability or obligation of Borrower even though unmatured and regardless of the adequacy of any other collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE COLLATERAL AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

 

12.11                 Cooperation of Borrower. If necessary, Borrower agrees to (i) execute any documents (including new Secured Promissory Notes) reasonably required to effectuate and acknowledge each assignment of a Term Loan Commitment or Loan to an assignee in accordance with Section 12.1 and the terms of this Agreement, (ii) make Borrower’s management available to meet with Collateral Agent and prospective participants and assignees of Term Loan Commitments or Credit Extensions (which meetings shall be conducted no more often than twice every twelve months unless an Event of Default has occurred and is continuing), and (iii) assist Collateral Agent or the Lenders in the preparation of information relating to the financial affairs of Borrower as any prospective participant or assignee of a Term Loan Commitment or Term Loan reasonably may request. Subject to the provisions of Section 12.9 and the terms of this Agreement, Borrower authorizes each Lender to disclose to any prospective participant or assignee of a Term Loan Commitment, any and all information in such Lender’s possession concerning Borrower and its financial affairs which has been delivered to such Lender by or on behalf of Borrower pursuant to this Agreement, or which has been delivered to such Lender by or on behalf of Borrower in connection with such Lender’s credit evaluation of Borrower prior to entering into this Agreement.

 

13.                               DEFINITIONS

 

13.1                        Definitions. As used in this Agreement, the following terms have the following meanings:

 

Account” is any “account” as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower.

 

Account Debtor” is any “account debtor” as defined in the Code with such additions to such term as may hereafter be made.

 

Affiliate” of any Person is a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Person’s senior executive officers, directors, partners and, for any Person that is a limited liability company, that Person’s managers and members.

 

Agreement” is defined in the preamble hereof.

 

Amortization Date” is March 1, 2017, provided, however, (i) if Interest Only Extension Event I occurs but Interest Only Extension Event II has not occurred, such date shall be September 1, 2017, (ii) if Interest Only Extension Event II occurs but Interest Only Extension Event I has not occurred, such date shall be March 1, 2018,

 



 

and (iii) if both Interest Only Extension Event I and Interest Only Extension Event II have occurred, such date shall be September 1, 2018.

 

Annual Projections” is defined in Section 6.2(a).

 

Anti-Terrorism Laws” are any laws relating to terrorism or money laundering, including Executive Order No. 13224 (effective September 24, 2001), the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by OFAC.

 

Approved Fund” is any (i) investment company, fund, trust, securitization vehicle or conduit that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business or (ii) any Person (other than a natural person) which temporarily warehouses loans for any Lender or any entity described in the preceding clause (i) and that, with respect to each of the preceding clauses (i) and (ii), is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) a Person (other than a natural person) or an Affiliate of a Person (other than a natural person) that administers or manages a Lender.

 

Approved Lender” is defined in Section 12.1.

 

Bank Services” are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to Borrower or any of its Subsidiaries by a bank, including, without limitation, any letters of credit, cash management services (including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest rate swap arrangements, and foreign exchange services as any such products or services may be identified in such bank’s various agreements related thereto.

 

Basic Rate” is, with respect to a Term Loan, the per annum rate of interest (based on a year of three hundred sixty (360) days) equal to the greater of (i) seven and ninety five hundredths percent (7.95%) and (ii) the sum of (a) the thirty (30) day U.S. LIBOR rate reported in The Wall Street Journal five (5) Business Days prior to the Funding Date of such Term Loan (which shall not, in any case, be less than nineteen hundredths percent (0.19%)), plus (b) seven and seventy six hundredths percent (7.76%).

 

Blocked Person” is any Person: (a) listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (c) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d)                                    a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224, or (e) a Person that is named a “specially designated national” or “blocked person” on the most current list published by OFAC or other similar list.

 

Borrower” is defined in the preamble hereof.

 

Borrower’s Books” are Borrower’s or any of its Subsidiaries’ books and records including ledgers, federal, and state tax returns, records regarding Borrower’s or its Subsidiaries’ assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information.

 

Business Day” is any day that is not a Saturday, Sunday or a day on which Collateral Agent is closed.

 

Cash Equivalents” are (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc., and (c) certificates of deposit maturing no more than one (1) year after issue provided that the account in which any such certificate of deposit is maintained is subject to a Control Agreement in favor of Collateral Agent. For the avoidance of doubt, the direct purchase by Borrower or any of its Subsidiaries of any Auction Rate Securities, or purchasing participations in, or

 



 

entering into any type of swap or other derivative transaction, or otherwise holding or engaging in any ownership interest in any type of Auction Rate Security by Borrower or any of its Subsidiaries shall be conclusively determined by the Lenders as an ineligible Cash Equivalent, and any such transaction shall expressly violate each other provision of this Agreement governing Permitted Investments. Notwithstanding the foregoing, Cash Equivalents does not include and Borrower, and each of its Subsidiaries, are prohibited from purchasing, purchasing participations in, entering into any type of swap or other equivalent derivative transaction, or otherwise holding or engaging in any ownership interest in any type of debt instrument, including, without limitation, any corporate or municipal bonds with a long-term nominal maturity for which the interest rate is reset through a dutch auction and more commonly referred to as an auction rate security (each, an “Auction Rate Security”).

 

Change in Control” is defined in Section 7.2.

 

Claims” are defined in Section 12.2.

 

Code” is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of California; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Collateral Agent’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of California, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions.

 

Collateral” is any and all properties, rights and assets of Borrower described on Exhibit A.

 

Collateral Account” is any Deposit Account, Securities Account, or Commodity Account, or any other bank account maintained by Borrower or any Subsidiary at any time.

 

Collateral Agent” is, Oxford, not in its individual capacity, but solely in its capacity as agent on behalf of and for the benefit of the Lenders.

 

Commitment Percentage” is set forth in Schedule 1.1, as amended from time to time.

 

Commodity Account” is any “commodity account” as defined in the Code with such additions to such term as may hereafter be made.

 

Communication” is defined in Section 10.

 

Compliance Certificate” is that certain certificate in the form attached hereto as Exhibit C.

 

Contingent Obligation” is, for any Person, any direct or indirect liability, contingent or not, of that Person for (a) any indebtedness, lease, dividend, letter of credit or other obligation of another such as an obligation directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse by that Person, or for which that Person is directly or indirectly liable; (b) any obligations for undrawn letters of credit for the account of that Person; and (c) all obligations from any interest rate, currency or commodity swap agreement, interest rate cap or collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; but “Contingent Obligation” does not include endorsements in the ordinary course of business. The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated liability for it determined by the Person in good faith; but the amount may not exceed the maximum of the obligations under any guarantee or other support arrangement.

 

Control Agreement” is any control agreement entered into among the depository institution at which Borrower or any of its Subsidiaries maintains a Deposit Account or the securities intermediary or commodity

 



 

intermediary at which Borrower or any of its Subsidiaries maintains a Securities Account or a Commodity Account, Borrower and such Subsidiary, and Collateral Agent pursuant to which Collateral Agent obtains control (within the meaning of the Code) for the benefit of the Lenders over such Deposit Account, Securities Account, or Commodity Account.

 

Copyrights” are any and all copyright rights, copyright applications, copyright registrations and like protections in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret.

 

Credit Extension” is any Term Loan or any other extension of credit by Collateral Agent or Lenders for Borrower’s benefit under this Agreement.

 

Default Rate” is defined in Section 2.3(b).

 

Deposit Account” is any “deposit account” as defined in the Code with such additions to such term as may hereafter be made.

 

Designated Deposit Account” is Borrower’s deposit account, account number XXXXXX3532, maintained with Silicon Valley Bank, or such other Deposit Account which is subject to a Control Agreement in form and substance reasonably satisfactory to Collateral Agent as Borrower may designate to Collateral Agent in writing from time to time.

 

Disbursement Letter” is that certain form attached hereto as Exhibit B.

 

Dollars,” “dollars” and “$” each mean lawful money of the United States.

 

Effective Date” is defined in the preamble of this Agreement.

 

Eligible Assignee” is (i) a Lender, (ii) an Affiliate of a Lender, (iii) an Approved Fund and (iv) any commercial bank, savings and loan association or savings bank or any other entity which is an “accredited investor” (as defined in Regulation D under the Securities Act of 1933, as amended) and which extends credit or buys loans as one of its businesses, including insurance companies, mutual funds, lease financing companies and commercial finance companies, in each case, which either (A) has a rating of BBB or higher from Standard & Poor’s Rating Group and a rating of Baa2 or higher from Moody’s Investors Service, Inc. at the date that it becomes a Lender or (B) has total assets in excess of Five Billion Dollars ($5,000,000,000.00), and in each case of clauses (i) through (iv), which, through its applicable lending office, is capable of lending to Borrower without the imposition of any withholding or similar taxes; provided that notwithstanding the foregoing, “Eligible Assignee” shall not include, unless an Event of Default has occurred and is continuing, (i) Borrower or any of Borrower’s Affiliates or Subsidiaries or (ii) a direct competitor of Borrower or a vulture hedge fund, each as determined by Collateral Agent. Notwithstanding the foregoing, (x) in connection with assignments by a Lender due to a forced divestiture at the request of any regulatory agency, the restrictions set forth herein shall not apply and Eligible Assignee shall mean any Person or party and (y) in connection with a Lender’s own financing or securitization transactions, the restrictions set forth herein shall not apply and Eligible Assignee shall mean any Person or party providing such financing or formed to undertake such securitization transaction and any transferee of such Person or party upon the occurrence of a default, event of default or similar occurrence with respect to such financing or securitization transaction; provided that no such sale, transfer, pledge or assignment under this clause (y) shall release such Lender from any of its obligations hereunder or substitute any such Person or party for such Lender as a party hereto until Collateral Agent shall have received and accepted an effective assignment agreement from such Person or party in form satisfactory to Collateral Agent executed, delivered and fully completed by the applicable parties thereto, and shall have received such other information regarding such Eligible Assignee as Collateral Agent reasonably shall require.

 

Equipment” is all “equipment” as defined in the Code with such additions to such term as may hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing.

 



 

ERISA” is the Employee Retirement Income Security Act of 1974, as amended, and its regulations.

 

Existing Indebtedness” is the indebtedness of Borrower to Oxford and Silicon Valley Bank in the aggregate principal outstanding amount as of the Effective Date of approximately Twelve Million Dollars ($12,000,000.00) pursuant to that certain Amended and Restated Loan and Security Agreement, dated June 27, 2014, entered into by and among Oxford, Silicon Valley Bank and Borrower.

 

Event of Default” is defined in Section 8.

 

Final Payment” is a payment (in addition to and not a substitution for the regular monthly payments of principal and accrued interest) due on the earliest to occur of (a) the Maturity Date, or (b) the acceleration of any Term Loan, or (c) the prepayment of a Term Loan pursuant to Section 2.2(c) or (d), equal to the original principal amount of such Term Loan multiplied by the Final Payment Percentage, payable to Lenders in accordance with their respective Pro Rata Shares.

 

Final Payment Percentage” is (i) three and one half percent (3.50%) with respect to the Term A Loans and (ii) four percent (4.00%) with respect to the Term B Loans.

 

Funding Date” is any date on which a Credit Extension is made to or on account of Borrower which shall be a Business Day.

 

GAAP” is generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other Person as may be approved by a significant segment of the accounting profession in the United States, which are applicable to the circumstances as of the date of determination.

 

General Intangibles” are all “general intangibles” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation, all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, any patents, trademarks, service marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not, any trade secret rights, including any rights to unpatented inventions, payment intangibles, royalties, contract rights, goodwill, franchise agreements, purchase orders, customer lists, route lists, telephone numbers, domain names, claims, income and other tax refunds, security and other deposits, options to purchase or sell real or personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation key man, property damage, and business interruption insurance), payments of insurance and rights to payment of any kind.

 

Governmental Approval” is any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.

 

Governmental Authority” is any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization.

 

Guarantor” is any Person providing a Guaranty in favor of Collateral Agent.

 

Guaranty” is any guarantee of all or any part of the Obligations, as the same may from time to time be amended, restated, modified or otherwise supplemented.

 

Indebtedness” is (a) indebtedness for borrowed money or the deferred price of property or services, such as reimbursement and other obligations for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease obligations, and (d) Contingent Obligations.

 



 

Indemnified Person” is defined in Section 12.2.

 

Insolvency Proceeding” is any proceeding by or against any Person under the United States Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.

 

Insolvent” means not Solvent.

 

Intellectual Property” means all of Borrower’s or any Subsidiary’s right, title and interest in and to the following:

 

(a)                                 its Copyrights, Trademarks and Patents;

 

(b)                                 any and all trade secrets and trade secret rights, including, without limitation, any rights to unpatented inventions, know-how, operating manuals;

 

(c)                                  any and all source code;

 

(d)                                 any and all design rights which may be available to Borrower;

 

(e)                                  any and all claims for damages by way of past, present and future infringement of any of the foregoing, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the Intellectual Property rights identified above; and

 

(f)                                   all amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents.

 

Interest Only Extension Event I” means the advance of any Term B Loans.

 

Interest Only Extension Event II” means Borrower’s initial, underwritten public offering and sale of its common stock on the NASDAQ Capital Market or the New York Stock Exchange, prior to the Amortization Date, pursuant to an effective registration statement under the Securities Act of 1933, as amended.

 

Inventory” is all “inventory” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out of any Person’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above.

 

Investment” is any beneficial ownership interest in any Person (including stock, partnership interest or other securities), and any loan, advance, payment or capital contribution to any Person.

 

Key Person” is each of Borrower’s (i) Chief Executive Officer, who is Tim Herbert as of the Effective Date, (ii) Senior Vice President, External Operations, who is Randy A. Ban as of the Effective Date, and (iii) Chief Financial Officer, who is Rick Buchholz as of the Effective Date.

 

Lender” is any one of the Lenders.

 

Lenders” are the Persons identified on Schedule 1.1 hereto and each assignee that becomes a party to this Agreement pursuant to Section 12.1.

 

Lenders’ Expenses” are all audit fees and expenses, costs, and expenses (including reasonable attorneys’ fees and expenses, as well as appraisal fees, fees incurred on account of lien searches, inspection fees, and filing fees) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including,

 



 

without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred by Collateral Agent and/or the Lenders in connection with the Loan Documents.

 

Lien” is a claim, mortgage, deed of trust, levy, charge, pledge, security interest, or other encumbrance of any kind, whether voluntarily incurred or arising by operation of law or otherwise against any property.

 

Loan Documents” are, collectively, this Agreement, the Warrants, the Perfection Certificates, each Compliance Certificate, each Disbursement Letter, the Post Closing Letter, any subordination agreements, any note, or notes or guaranties executed by Borrower or any other Person, and any other present or future agreement entered into by Borrower, any Guarantor or any other Person for the benefit of the Lenders and Collateral Agent in connection with this Agreement; all as amended, restated, or otherwise modified.

 

Material Adverse Change” is (a) a material impairment in the perfection or priority of Collateral Agent’s Lien in the Collateral or in the value of such Collateral; (b) a material adverse change in the business, operations or condition (financial or otherwise) of Borrower or any Subsidiary; or (c) a material impairment of the prospect of repayment of any portion of the Obligations.

 

Maturity Date” is August 1, 2020.

 

Obligations” are all of Borrower’s obligations to pay when due any debts, principal, interest, Lenders’ Expenses, the Prepayment Fee, the Final Payment, and other amounts Borrower owes the Lenders now or later, in connection with, related to, following, or arising from, out of or under, this Agreement or, the other Loan Documents (other than the Warrants), or otherwise, and including interest accruing after Insolvency Proceedings begin (whether or not allowed) and debts, liabilities, or obligations of Borrower assigned to the Lenders and/or Collateral Agent, and the performance of Borrower’s duties under the Loan Documents (other than the Warrants).

 

OFAC” is the U.S. Department of Treasury Office of Foreign Assets Control.

 

OFAC Lists” are, collectively, the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) and/or any other list of terrorists or other restricted Persons maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Executive Orders.

 

Operating Documents” are, for any Person, such Person’s formation documents, as certified by the Secretary of State (or equivalent agency) of such Person’s jurisdiction of organization on a date that is no earlier than thirty (30) days prior to the Effective Date, and, (a) if such Person is a corporation, its bylaws in current form, (b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all current amendments or modifications thereto.

 

Patents” means all patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same.

 

Payment Date” is the first (1st) calendar day of each calendar month.

 

Perfection Certificate” and “Perfection Certificates” is defined in Section 5.1.

 

Permitted Indebtedness” is:

 

(a)                                 Borrower’s Indebtedness to the Lenders and Collateral Agent under this Agreement and the other Loan Documents;

 

(b)                                 Indebtedness existing on the Effective Date and disclosed on the Perfection Certificate(s);

 

(c)                                  Subordinated Debt;

 



 

(d)                                 unsecured Indebtedness to trade creditors incurred in the ordinary course of business;

 

(e)                                  Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by Borrower or any of its Subsidiaries to finance the acquisition, repair, improvement or construction of fixed or capital assets of such person, provided that (i) the aggregate outstanding principal amount of all such Indebtedness does not exceed Two Hundred Thousand Dollars ($200,000.00) at any time and (ii) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made);

 

(f)                                   Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of Borrower’s business;

 

(g)                                  Indebtedness to a bank in respect of Bank Services in an amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate at any time; and

 

(h)                                 extensions, refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness (a) through (e) above, provided that the principal amount thereof is not increased or the terms thereof are not modified to impose materially more burdensome terms upon Borrower, or its Subsidiary, as the case may be.

 

Permitted Investments” are:

 

(a)                                 Investments disclosed on the Perfection Certificate(s) and existing on the Effective Date;

 

(b)                                 (i) Investments consisting of cash and Cash Equivalents, and (ii) any Investments permitted by Borrower’s investment policy, as amended from time to time, provided that such investment policy (and any such amendment thereto) has been approved in writing by Collateral Agent;

 

(c)                                  Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of Borrower;

 

(d)                                 Investments consisting of Deposit Accounts in which Collateral Agent has a perfected security interest;

 

(e)                                  Investments in connection with Transfers permitted by Section 7.1;

 

(f)                                   Investments consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business, and (ii) loans to employees, officers or directors relating to the purchase of equity securities of Borrower or its Subsidiaries pursuant to employee stock purchase plans or agreements approved by Borrower’s Board of Directors; not to exceed Fifty Thousand Dollars ($50,000.00) in the aggregate for (i) and (ii) in any fiscal year;

 

(g)                                  Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business; and

 

(h)                                 Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business; provided that this paragraph shall not apply to Investments of Borrower in any Subsidiary.

 

Permitted Licenses” are (A) licenses of over-the-counter software that is commercially available to the public, and (B) non-exclusive and exclusive licenses for the use of the Intellectual Property of Borrower or any of its Subsidiaries entered into in the ordinary course of business, provided, that, with respect to each such license described in clause (B), (i) no Event of Default has occurred or is continuing at the time of such license; (ii) the

 



 

license constitutes an arms-length transaction, the terms of which, on their face, do not provide for a sale or assignment of any Intellectual Property and do not restrict the ability of Borrower or any of its Subsidiaries, as applicable, to pledge, grant a security interest in or lien on, or assign or otherwise Transfer any Intellectual Property; (iii) in the case of any exclusive license, (x) Borrower delivers twenty (20) days’ prior written notice and a brief summary of the terms of the proposed license to Collateral Agent and the Lenders and delivers to Collateral Agent and the Lenders copies of the final executed licensing documents in connection with the exclusive license promptly upon consummation thereof, (y) any such license is made in connection with a bona fide corporate collaboration or partnership, and is approved by Borrower’s (or the applicable Subsidiary’s) board of directors, and (z) any such license could not result in a legal transfer of title of the licensed property but may be exclusive in respects other than territory and may be exclusive as to territory only as to discrete geographical areas outside of the United States; and (iv) all upfront payments, royalties, milestone payments or other proceeds arising from the licensing agreement that are payable to Borrower or any of its Subsidiaries are paid to a Deposit Account that is governed by a Control Agreement.

 

Permitted Liens” are:

 

(a)                                 Liens existing on the Effective Date and disclosed on the Perfection Certificates or arising under this Agreement and the other Loan Documents;

 

(b)                                 Liens for taxes, fees, assessments or other government charges or levies, either (i) not due and payable or (ii) being contested in good faith and for which Borrower maintains adequate reserves on its Books, provided that no notice of any such Lien has been filed or recorded under the Internal Revenue Code of 1986, as amended, and the Treasury Regulations adopted thereunder;

 

(c)                                  Liens securing Indebtedness permitted under clause (e) of the definition of “Permitted Indebtedness,” provided that (i) such liens exist prior to the acquisition of, or attach substantially simultaneous with, or within twenty (20) days after the, acquisition, lease, repair, improvement or construction of, such property financed or leased by such Indebtedness and (ii) such liens do not extend to any property of Borrower other than the property (and proceeds thereof) acquired, leased or built, or the improvements or repairs, financed by such Indebtedness;

 

(d)                                 Liens of carriers, warehousemen, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business so long as such Liens attach only to Inventory, securing liabilities in the aggregate amount not to exceed Two Hundred Thousand Dollars ($200,000.00), and which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto;

 

(e)                                  Liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations incurred in the ordinary course of business (other than Liens imposed by ERISA);

 

(f)                                   Liens incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (a), but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness may not increase;

 

(g)                                  leases or subleases of real property granted in the ordinary course of Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the ordinary course of Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses and sublicenses do not prohibit granting Collateral Agent or any Lender a security interest therein;

 

(h)                                 banker’s liens, rights of setoff and Liens in favor of financial institutions incurred in the ordinary course of business arising in connection with Borrower’s deposit accounts or securities accounts held at

 


 

such institutions solely to secure payment of fees and similar costs and expenses and provided such accounts are maintained in compliance with Section 6.6(b) hereof;

 

(i)               Liens arising from judgments, decrees or attachments in circumstances not constituting  an Event of Default under Section 8.4 or 8.7;

 

(j)               Liens on cash collateral securing Borrower’s Indebtedness to a bank under clause (g) of the definition of Permitted Indebtedness, provided that the amount of such cash collateral shall not exceed Fifty Thousand Dollars ($50,000.00) in the aggregate at any time; and

 

(k)              Liens consisting of Permitted Licenses.

 

Person” is any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency.

 

Post Closing Letter” is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

 

Prepayment Fee” is, with respect to any Term Loan subject to prepayment prior to the Maturity Date, whether by mandatory or voluntary prepayment, acceleration or otherwise, an additional fee payable to the Lenders in amount equal to:

 

(i)            for a prepayment made on or after the Funding Date of such Term Loan through and including the first anniversary of the Funding Date of such Term Loan, two percent (2.00%) of the principal amount of such Term Loan prepaid;

 

(ii)           for a prepayment made after the first anniversary of the Funding Date of such Term Loan through and including the second anniversary of the Funding Date of such Term Loan, one percent (1.00%) of the principal amount of the Term Loans prepaid; and

 

(iii)          for a prepayment made after the second anniversary of the Funding Date of such Term Loan and prior to the Maturity Date, no Prepayment Fee shall be applicable.

 

Pro Rata Share” is, as of any date of determination, with respect to each Lender, a percentage (expressed as a decimal, rounded to the ninth decimal place) determined by dividing the outstanding principal amount of Term Loans held by such Lender by the aggregate outstanding principal amount of all Term Loans.

 

Registered Organization” is any “registered organization” as defined in the Code with such additions to such term as may hereafter be made.

 

Required Lenders” means (i) for so long as all of the Persons that are Lenders on the Effective Date  (each an “Original Lender”) have not assigned or transferred any of their interests in their Term Loans, Lenders holding one hundred percent (100%) of the aggregate outstanding principal balance of the Term Loans, or (ii) at any time from and after any Original Lender has assigned or transferred any interest in its Term Loans, Lenders holding at least sixty six percent (66%) of the aggregate outstanding principal balance of the Term Loans and, in respect of this clause (ii), (A) each Original Lender that has not assigned or transferred any portion of its Term Loans, (B) each assignee or transferee of an Original Lender’s interest in the Term Loans, but only to the extent that such assignee or transferee is an Affiliate or Approved Fund of such Original Lender, and (C) any Person providing financing to any Person described in clauses (A) and (B) above; provided, however, that this clause (C) shall only apply upon the occurrence of a default, event of default or similar occurrence with respect to such financing.

 

Requirement of Law” is as to any Person, the organizational or governing documents of such Person, and any law (statutory or common), treaty, rule or regulation or determination of an arbitrator or a court or other

 



 

Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

 

Responsible Officer” is any of the President, Chief Executive Officer, or Chief Financial Officer of Borrower acting alone.

 

Revenue Event” is the first achievement by Borrower after the Effective Date of consolidated product revenues, measured on a trailing six (6) month basis, of at least Seven Million Five Hundred Thousand Dollars ($7,500,000.00), as determined in accordance with GAAP by Collateral Agent based upon written evidence satisfactory to Collateral Agent.

 

Revenue Event Date” the date of Collateral Agent’s receipt of financial statements delivered in accordance with Section 6.2(a)(i) evidencing the occurrence of the Revenue Event.

 

SEC” is the Securities and Exchange Commission, or any successor thereto.

 

Second Draw Period” is the period commencing on the Revenue Event Date and ending on the earlier  of

 

(i)            September 30, 2016, (ii) thirty (30) days after the Revenue Event Date, and (iii) the occurrence of an Event of Default; provided, however, that the Second Draw Period shall not commence if on the Revenue Event Date an Event of Default has occurred and is continuing. For purposes of clarification, no Term B Loans shall be advanced if, at the time of the advance, Borrower’s consolidated product revenues, measured on a trailing six (6) month basis, are less than Seven Million Five Hundred Thousand Dollars ($7,500,000.00), as determined in accordance with GAAP by the Lenders based upon written evidence satisfactory to the Lenders.

 

Secured Promissory Note” is defined in Section 2.4.

 

Secured Promissory Note Record” is a record maintained by each Lender with respect to the outstanding Obligations owed by Borrower to Lender and credits made thereto.

 

Securities Account” is any “securities account” as defined in the Code with such additions to such term  as may hereafter be made.

 

Solvent” is, with respect to any Person: the fair salable value of such Person’s consolidated assets (including goodwill minus disposition costs) exceeds the fair value of such Person’s liabilities; such Person is not  left with unreasonably small capital after the transactions in this Agreement; and such Person is able to pay its debts (including trade debts) as they mature.

 

Subordinated Debt” is indebtedness incurred by Borrower or any of its Subsidiaries subordinated to all Indebtedness of Borrower and/or its Subsidiaries to the Lenders (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Collateral Agent and the Lenders entered into between Collateral Agent, Borrower, and/or any of its Subsidiaries, and the other creditor), on terms acceptable to Collateral Agent and the Lenders.

 

Subsidiary” is, with respect to any Person, any Person of which more than fifty percent (50%) of the voting stock or other equity interests (in the case of Persons other than corporations) is owned or controlled, directly or indirectly, by such Person or through one or more intermediaries.

 

SVB London Account” is Borrower’s account, account number XXXX9062, maintained with Silicon Valley Bank in London.

 

Term Loan” is defined in Section 2.2(a) hereof.

 

Term A Loan” is defined in Section 2.2(a)(i) hereof.

 

Term B Loan” is defined in Section 2.2(a)(ii) hereof.

 



 

Term Loan Commitment” is, for any Lender, the obligation of such Lender to make a Term Loan, up to the principal amount shown on Schedule 1.1. Term Loan Commitments” means the aggregate amount of such commitments of all Lenders.

 

Trademarks” means any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks.

 

Transfer” is defined in Section 7.1.

 

Warrants” are those certain Warrants to Purchase Stock dated as of the Effective Date, or any date thereafter, issued by Borrower in favor of each Lender or such Lender’s Affiliates.

 

[Balance of Page Intentionally Left Blank]

 



 

IN WITNESS WHEREOF, the parties have caused  this Agreement to be executed as of the Effective Date.

 

BORROWER:

 

 

 

INSPIRE MEDICAL SYSTEMS, INC.

 

 

 

 

By:

/s/ Timothy P. Herbert

 

Name:

Timothy P. Herbert

 

Title:

3 Aug 2015     President

 

 

 

 

 

COLLATERAL AGENT AND LENDER:

 

 

 

OXFORD FINANCE LLC

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 



 

IN WITNESS WHEREOF, the parties have caused  this Agreement to be executed as of the Effective Date.

 

BORROWER:

 

 

 

INSPIRE MEDICAL SYSTEMS, INC.

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

COLLATERAL AGENT AND LENDER:

 

 

 

OXFORD FINANCE LLC

 

 

 

 

 

 

By:

/s/ Mark Davis

 

Name:

Mark Davis

 

Title:

Vice President — Finance, Secretary and Treasurer

 

 



 

EXHIBIT A

 

Description of Collateral

 

The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property:

 

All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as noted below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts and other Collateral Accounts, all certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and

 

All Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.

 

Notwithstanding the foregoing, the Collateral does not include any Intellectual Property; provided,  however, the Collateral shall include all Accounts and all proceeds of Intellectual Property; provided that if a  judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Collateral Agent’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property.

 

Pursuant to the terms of a certain negative pledge arrangement with Collateral Agent and the Lenders, Borrower has agreed not to encumber any of its Intellectual Property.

 



 

EXHIBIT B

 

Form of Disbursement Letter

 

[see attached]

 



 

DISBURSEMENT LETTER

 

[DATE]

 

The undersigned, being the duly elected and acting [                                      ]  of  INSPIRE  MEDICAL SYSTEMS, INC., a Delaware corporation with offices located at 9700 63rd Avenue North, Suite 200, Maple Grove, MN 55369 (“Borrower”), does hereby certify to OXFORD FINANCE LLC (“Oxford” and “Lender”), as collateral agent (the “Collateral Agent”) in connection with that certain Amended and Restated Loan and Security Agreement dated as of August  , 2015, by and among Borrower, Collateral Agent and the Lenders from time to time party thereto   (the “Loan Agreement”; with other capitalized terms used below having the meanings ascribed thereto in the Loan Agreement) that:

 

1.               The representations and warranties made by Borrower in Section 5 of the Loan Agreement and in the other Loan Documents are true and correct in all material respects as of the date hereof.

 

2.               No event or condition has occurred that would constitute an Event of Default under the Loan Agreement or any other Loan Document.

 

3.               Borrower is in compliance with the covenants and requirements contained in Sections 4, 6 and 7  of the Loan Agreement.

 

4.               All conditions referred to in Section 3 of the Loan Agreement to the making of the Loan to be made on or about the date hereof have been satisfied or waived by Collateral Agent.

 

5.               [With respect to Term B Loans, Borrower’s consolidated product revenues, measured on a trailing six (6) month basis, are at least Seven Million Five Hundred Thousand Dollars ($7,500,000.00).]

 

6.               No Material Adverse Change has occurred.

 

7.               The undersigned is a Responsible Officer.

 

[Balance of Page Intentionally Left Blank]

 



 

7.               The proceeds of the Term [A][B] Loan shall be disbursed as follows:

 

Disbursement from Oxford:

 

 

Loan Amount

 

$                    

 

 

 

Less:

 

 

—Facility Fee

 

($              )

[—Existing Debt Payoff to be remitted to Oxford per the Payoff Letter dated [DATE]

 

($             )]

[—Existing Debt Payoff to be remitted to Silicon Valley Bank per the Payoff Letter dated [DATE]

 

($             )]

[—Interim Interest

 

($             )]

—Lender’s Legal Fees

 

($            )*

 

 

 

Net Proceeds due from Oxford:

 

$                     

 

 

 

TOTAL TERM [A][B] LOAN NET PROCEEDS FROM

 

 

LENDERS

 

$                     

 

8.               The Term [A][B] Loan shall amortize in accordance with the Amortization Table attached hereto.

 

9.               The aggregate net proceeds of the Term Loans shall be transferred to the Designated Deposit Account as follows:

 

Account Name:

 

INSPIRE MEDICAL SYSTEMS, INC.

 

 

 

Bank Name:

 

[                ]

 

 

 

Bank Address:

 

[                ]

 

 

 

Account Number:

 

[                ]

 

 

 

ABA Number:

 

[                ]

 

[Balance of Page Intentionally Left Blank]

 


* Legal fees and costs are through the Effective Date. Post-closing legal fees and costs, payable after the Effective Date, to be invoiced and paid post-closing.

 



 

Dated as of the date first set forth above.

 

 

 

BORROWER:

 

 

 

INSPIRE MEDICAL SYSTEMS, INC.

 

 

 

 

 

 

 

 

By

 

 

Name:

 

Title:

 

 

 

 

 

 

 

COLLATERAL AGENT AND LENDER:

 

 

 

OXFORD FINANCE LLC

 

 

 

 

 

 

 

 

By

 

 

Name:

 

Title:

 

 

 

 

 


 

EXHIBIT C

 

Compliance Certificate

 

TO:                 OXFORD FINANCE LLC, as Collateral Agent and Lender

 

FROM:          INSPIRE MEDICAL SYSTEMS, INC.

 

The undersigned authorized officer (“Officer”) of INSPIRE MEDICAL SYSTEMS, INC. (“Borrower”), hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement by and among Borrower, Collateral Agent, and the Lenders from time to time party thereto (the “Loan Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings given them in the Loan Agreement),

 

(a)                     Borrower is in complete compliance for the    period ending                        with all required covenants except as noted below;

 

(b)                     There are no Events of Default, except as noted below;

 

(c)                      Except as noted below, all representations and warranties of Borrower stated in the Loan Documents are true and correct in all material respects on this date and for the period described in (a), above; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date.

 

(d)                     Borrower, and each of Borrower’s Subsidiaries, has timely filed all required tax returns and reports, Borrower, and each of Borrower’s Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower, or Subsidiary, except as otherwise permitted pursuant to the terms of Section 5.8 of the Loan Agreement;

 

(e)                      No Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to  Collateral Agent and the Lenders.

 

Attached are the required documents, if any, supporting our certification(s). The Officer, on behalf of Borrower, further certifies that the attached financial statements are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes and except, in the case of unaudited financial statements, for the absence of footnotes and subject to year-end audit adjustments as to the interim financial statements.

 

Please indicate compliance status since the last Compliance Certificate by circling Yes, No, or N/A under “Complies” column.

 

 

 

Reporting Covenant

 

Requirement

 

Actual

 

Complies

 

 

 

 

 

 

 

 

 

 

 

 

 

1)

 

Financial statements (including unit sales report)

 

Monthly within 30 days

 

 

 

Yes

 

No

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

2)

 

Annual (CPA Audited) statements

 

Within 120 days after FYE

 

 

 

Yes

 

No

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

3)

 

Annual Financial Projections/Budget (prepared on a monthly basis)

 

Annually (draft prior to FYE, and Board-approved on or before February 28), and when revised

 

 

 

Yes

 

No

 

N/A

 



 

4)

 

A/R & A/P agings

 

If applicable

 

 

 

Yes

 

No

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

5)

 

8-K, 10-K and 10-Q Filings

 

If applicable, within 5 days of filing

 

 

 

Yes

 

No

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

6)

 

Compliance Certificate

 

Monthly within 30 days

 

 

 

Yes

 

No

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

7)

 

IP Report

 

When required

 

 

 

Yes

 

No

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

8)

 

Month-end account statements for each deposit account and securities account of Borrower and its Subsidiaries

 

Monthly within 30 days

 

 

 

Yes

 

No

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

9)

 

Total amount of Borrower’s cash and cash equivalents at the last day of the measurement period

 

 

 

$          

 

Yes

 

No

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

10)

 

Total amount of Borrower’s Subsidiaries’ cash and cash equivalents at the last day of the measurement period

 

 

 

$          

 

Yes

 

No

 

N/A

 

Deposit and Securities Accounts

(Please list all accounts; attach separate sheet if additional space needed)

 

 

 

Institution Name

 

Account Number

 

New Account?

 

Account Control Agreement in place?

1)

 

 

 

 

 

Yes

 

No

 

Yes

 

No

 

 

 

 

 

 

 

 

 

 

 

 

 

2)

 

 

 

 

 

Yes

 

No

 

Yes

 

No

 

 

 

 

 

 

 

 

 

 

 

 

 

3)

 

 

 

 

 

Yes

 

No

 

Yes

 

No

 

 

 

 

 

 

 

 

 

 

 

 

 

4)

 

 

 

 

 

Yes

 

No

 

Yes

 

No

 

 

 

 

 

 

 

 

 

 

 

 

 

5)

 

 

 

 

 

Yes

 

No

 

Yes

 

No

 

 

 

 

 

 

 

 

 

 

 

 

 

6)

 

 

 

 

 

Yes

 

No

 

Yes

 

No

 

Other Matters

 

Have there been any changes in management since the last Compliance Certificate?

 

Yes

 

No

 

 

 

 

 

Have there been any transfers/sales/disposals/retirement of Collateral or IP prohibited by the Loan Agreement?

 

Yes

 

No

 

 

 

 

 

Have there been any new or pending claims or causes of action against Borrower that involve more than One Hundred Thousand Dollars ($100,000.00)?

 

Yes

 

No

 

 

 

 

 

Have there been any amendments or other changes to the capitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, provide copies of any such amendments or changes with this Compliance Certificate.

 

Yes

 

No

 

 

 

 

 

Are Borrower’s consolidated product revenues, measured on a trailing six (6) month basis, at least Seven Million Five Hundred Thousand Dollars ($7,500,000.00).

 

Yes

 

No

 



 

Exceptions

 

Please explain any exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions.” Attach separate sheet if additional space needed.)

 

 

 

INSPIRE MEDICAL SYSTEMS, INC.

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

 

Date:

 

 

 

 

 

 

LENDER USE ONLY

 

 

 

 

 

 

 

Received by:

 

 

Date:

 

 

 

 

 

 

 

 

Verified by:

 

 

Date:

 

 

 

 

 

Compliance Status:

Yes

No

 



 

EXHIBIT D

 

Form of Secured Promissory Note

 

[see attached]

 



 

SECURED PROMISSORY NOTE

(Term [A][B] Loan)

 

$          

Dated: [DATE]

 

FOR VALUE RECEIVED, the undersigned, INSPIRE MEDICAL SYSTEMS, INC., a Delaware corporation with offices located at 9700 63rd Avenue North, Suite 200, Maple Grove, MN 55369 (“Borrower”) HEREBY  PROMISES  TO  PAY  to  the  order  of  OXFORD  FINANCE  LLC  (“Lender”)  the  principal  amount  of            [            ] DOLLARS ($       )  or  such  lesser  amount  as  shall  equal the outstanding principal balance of the Term [A][B] Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of such Term [A][B] Loan, at the rates and in accordance with the terms of the Loan and  Security Agreement dated August  , 2015 by and among Borrower, Lender, Oxford Finance LLC, as Collateral Agent, and  the other Lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). If not sooner paid, the entire principal amount and all accrued and unpaid interest hereunder shall be due and payable on the Maturity Date as set forth in the Loan Agreement. Any  capitalized term not otherwise defined herein shall have the meaning attributed to such term in the Loan Agreement.

 

Principal, interest and all other amounts due with respect to the Term [A][B] Loan, are payable in lawful money of the United States of America to Lender as set forth in the Loan Agreement and this Secured Promissory Note (this “Note”). The principal amount of this Note and the interest rate applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note.

 

The Loan Agreement, among other things, (a) provides for the making of a secured Term [A][B] Loan by Lender to Borrower, and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events.

 

This Note may not be prepaid except as set forth in Section 2.2(c) and Section 2.2(d) of the Loan Agreement.

 

This Note and the obligation of Borrower to repay the unpaid principal amount of the Term [A][B] Loan, interest on the Term [A][B] Loan and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement.

 

Presentment for payment, demand, notice of protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived.

 

Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by Lender in the enforcement or attempt to enforce any of Borrower’s obligations hereunder not performed when due.

 

This Note shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of California.

 

The ownership of an interest in this Note shall be registered on a record of ownership maintained by Lender or its agent. Notwithstanding anything else in this Note to the contrary, the right to the principal of, and stated interest on, this Note may be transferred only if the transfer is registered on such record of ownership and the transferee is identified as the owner of an interest in the obligation.  Borrower shall be entitled to treat the registered holder of  this Note (as recorded on such record of ownership) as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in this Note on the part of any other person or entity.

 

[Balance of Page Intentionally Left Blank]

 



 

IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed by one of its officers thereunto duly authorized on the date hereof.

 

 

BORROWER:

 

 

 

INSPIRE MEDICAL SYSTEMS, INC.

 

 

 

 

 

 

By

 

 

Name:

 

 

Title:

 

 



 

LOAN INTEREST RATE AND PAYMENTS OF PRINCIPAL

 

Date

 

Principal
Amount

 

Interest Rate

 

Scheduled
Payment Amount

 

Notation By

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

CORPORATE BORROWING CERTIFICATE

 

BORROWER:

INSPIRE MEDICAL SYSTEMS, INC.

DATE: August           , 2015

LENDER:

OXFORD FINANCE LLC, as Collateral Agent and Lender

 

 

I hereby certify as follows, as of the date set forth above:

 

1.               I am the President of Borrower.

 

2.               Borrower’s exact legal name is set forth above. Borrower is a corporation existing under the laws of the State of Delaware.

 

3.               Attached  hereto  as  Exhibit A  and  Exhibit B,  respectively,  are  true,  correct  and  complete  copies     of (i) Borrower’s Articles/Certificate of Incorporation (including amendments), as filed with the Secretary of State of the state in which Borrower is incorporated as set forth in paragraph 2 above; and (ii) Borrower’s Bylaws. Neither such Articles/Certificate of Incorporation nor such Bylaws have been amended, annulled, rescinded, revoked or supplemented, and such Articles/Certificate of Incorporation and such Bylaws remain in full force and effect as of the date hereof.

 

4.               The resolutions attached hereto as Exhibit C (the “Resolutions”) were duly and validly adopted by Borrower’s Board of Directors at a duly held meeting of such directors (or pursuant to a unanimous written consent or other authorized corporate action). Such resolutions are in full force and effect as of the date hereof and have not been in any way modified, repealed, rescinded, amended or revoked, and the Lenders may rely on them until each Lender receives written notice of revocation from Borrower.

 

5.               Timothy P. Herbert, whose name, title and signature are below, may act on behalf of Borrower to the extent permitted under the Resolutions:

 

Name

 

Title

 

Signature

 

 

 

 

 

Timothy P. Herbert

 

President

 

 

 

[Balance of Page Intentionally Left Blank]

 



 

6.               The persons listed above are Borrower’s officers or employees with their titles and signatures shown next  to their names.

 

 

By:

 

 

 

 

Name: Timothy P.

 

 

 

Herbert Title:

 

 

 

President

 

I, the Chief Financial Officer of Borrower, hereby certify as to paragraphs 1 through 6 above, as of the date set forth above.

 

 

By:

 

 

 

 

Name: Rick Buchholz

 

 

 

Title: Chief Financial Officer

 



 

EXHIBIT B

 

Bylaws

 

[see attached]

 



 

EXHIBIT C

 

Resolutions

 

[Borrower to provide]

 



 

DEBTOR:

INSPIRE MEDICAL SYSTEMS,

INC. SECURED PARTY:

OXFORD FINANCE LLC,

 

 

 

as Collateral Agent

 

EXHIBIT A TO UCC FINANCING STATEMENT

 

Description of Collateral

 

The Collateral consists of all of Debtor’s right, title and interest in and to the following personal property:

 

All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as noted below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts and other Collateral Accounts, all certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and

 

All Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.

 

Notwithstanding the foregoing, the Collateral does not include any Intellectual Property; provided,  however, the Collateral shall include all Accounts and all proceeds of Intellectual Property; provided that if a  judicial authority (including a U.S. Bankruptcy Court) would hold that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Collateral Agent’s security interest in such Accounts and such other property of Debtor that are proceeds of the Intellectual Property.

 

Pursuant to the terms of a certain negative pledge arrangement with Collateral Agent and the Lenders, Debtor has agreed not to encumber any of its Intellectual Property.

 

Capitalized terms used but not defined herein have the meanings ascribed in the Uniform Commercial Code in effect in the State of California as in effect from time to time (the “Code”) or, if not defined in the Code, then in the Loan and Security Agreement by and between Debtor, Secured Party and the other Lenders party thereto (as modified, amended and/or restated from time to time).

 



EX-10.4 12 a2235179zex-10_4.htm EX-10.4

Exhibit 10.4

 

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

 

This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of February 24, 2017, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) or otherwise a party thereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and INSPIRE MEDICAL SYSTEMS, INC., a Delaware corporation, with offices located at 9700 63rd Avenue North, Suite 200, Maple Grove, MN 55369 (“Borrower”).

 

RECITALS

 

A.                                    Collateral Agent, Lenders and Borrower have entered into that certain Loan and Security Agreement dated as of August 7, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”).

 

B.                                    Lenders have extended credit to Borrower for the purposes permitted in the Loan Agreement.

 

C.                                    Borrower has requested that Collateral Agent and Lenders make certain revisions to the Loan Agreement as more fully set forth herein.

 

D.                                    Collateral Agent and Lenders have agreed to amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

 

1.                                      Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.

 

2.                                      Amendments to Loan Agreement.

 

2.1                               Section 2.2 (Term Loans). Sections 2.2(a)-(b) of the Loan Agreement are amended and restated as follows:

 

“(a)                           Availability.

 

(i)                                     Subject to the terms and conditions of this Agreement, Oxford loaned to Borrower a term loan in a principal amount of Fifteen Million Five Hundred Thousand Dollars ($15,500,000.00) on the Effective Date (the “Original Oxford Term Loan”). Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, to make term loans to Borrower in a single draw on the First Amendment Effective Date in an aggregate amount of One Million Dollars ($1,000,000.00) (the “New Oxford Term Loan”, and together with the Original Oxford Term Loan, each a “Term A Loan” and collectively, the “Term A Loans”).  After repayment, no Term A Loan may be re-borrowed.

 

(ii)                                  Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, during the Second Draw Period, to make term loans in a single draw to Borrower, if requested by Borrower, in an aggregate amount determined by Borrower  of  at  least  Five  Million  Dollars  ($5,000,000.00)  and  up  to  Nine  Million   Dollars

 



 

($9,000,000.00) according to each Lender’s Term B Loan  Commitment  as  set  forth  on  Schedule 1.1 hereto (such term loans are hereinafter referred to singly as a “Term B Loan”, and collectively as the “Term B Loans”; each Term A Loan and Term B Loan is hereinafter referred to singly as a “Term Loan” and the Term A Loans and the Term B Loans are hereinafter referred to collectively as the “Term Loans”). After repayment, no Term B Loan may be re-borrowed.

 

(b)  Repayment. Borrower shall make monthly payments of interest only commencing on the first (1st) Payment Date following the Funding Date of each Term Loan, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date immediately preceding the Amortization Date. Borrower agrees to pay, on the Funding Date of each Term Loan, any initial partial monthly interest payment otherwise due for the period between the Funding Date of such Term Loan and the first Payment Date thereof. Commencing on the Amortization Date, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal, together with applicable interest, in arrears, to each Lender, as calculated by Collateral Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the amount of such Lender’s Term Loan, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to (i) if the Amortization Date is March 1, 2019, thirty six (36) months, and (ii) if the Amortization Date is March 1, 2020, twenty four (24) months. All unpaid principal and accrued and unpaid interest with respect to each Term Loan is due and payable in full on the Maturity Date. Each Term Loan may only be prepaid in accordance with Sections 2.2(c) and 2.2(d). The Funding Date of each Term A Loan shall be the First Amendment Effective Date.”

 

2.2                               Section 2.3 (Payment of Interest on the Credit Extensions). Sections 2.3(a)-(c) of the Loan Agreement are amended and restated as follows:

 

“(a)  Interest  Rate.  Subject  to  Section 2.3(b),  the  principal  amount outstanding under the Term Loans shall accrue interest at a floating per annum rate equal to the Basic Rate, which interest shall be payable monthly in  arrears  in  accordance  with  Sections 2.2(b) and 2.3(e). Interest shall accrue on each Term Loan commencing on, and including, the Funding Date of such Term Loan, and shall accrue on the principal amount outstanding under  such Term Loan through and including the day on which such Term Loan is paid in full.

 

(b)                                         Default Rate. Immediately upon the occurrence and during the continuance of an Event of Default, Obligations shall accrue interest at a floating per annum rate equal to the rate that is otherwise applicable thereto plus five percentage points (5.00%) (the “Default Rate”). Payment or acceptance  of  the  increased  interest  rate  provided  in  this  Section 2.3(b) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Collateral Agent.

 

(c)                                          360-Day Year. Interest shall be computed on the basis of a three hundred sixty (360) day year, and the actual number of days elapsed.”

 

2.3                               Section 2.5 (Fees).        Section 2.5(b) of the Loan Agreement is amended and restated as

 

follows:

 

(b)                                 Intentionally Omitted.

 

2.4                               Section 6.2 (Financial Statements, Reports, Certificates). Section 6.2(a)(ii) of the  Loan Agreement is amended and restated as follows:

 

“(ii)   as soon as available, but no later than one hundred fifty (150) days after the last  day of Borrower’s fiscal year or within five (5) days of filing with the SEC, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified

 



 

opinion on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion;”

 

2.5                               Section 13.1 (Definitions). The following defined terms and their respective definitions are amended and restated in or added to Section 13.1 of the Loan Agreement as follows:

 

Amortization Date” is March 1, 2019, provided, however,  upon  the occurrence of the Interest Only Extension Event, such date shall be March 1, 2020.

 

Basic Rate” is, with respect to the Term Loans, the per annum rate of interest (based on a year of three hundred sixty (360) days) equal to the greater of (i) seven and ninety five hundredths percent (7.95%) and (ii) the sum of (a) the thirty (30) day U.S. LIBOR rate reported in The Wall Street Journal on the last Business Day of the month that immediately precedes the month  in  which  the  interest   will   accrue,   plus   (b)   six   and   nine   tenths   percent   (6.90%). Notwithstanding the foregoing, the Basic Rate for the Term Loans for the period from  the First Amendment Effective Date through and including February 28, 2017 shall be seven and ninety five hundredths percent (7.95%).

 

Final Payment Percentage” is five percent (5.00%); provided, however, upon the occurrence of the Interest Only Extension Event, such percentage shall be five and a half percent (5.50%).

 

First Amendment Effective Date” means February 24, 2017.

 

Interest Only Extension Event” is Borrower’s achievement of consolidated product revenues, measured on a trailing twelve (12) month basis as of December 31, 2018, of at least Twenty Five Million Dollars ($25,000,000.00), as determined in accordance with GAAP by the Lenders based upon written evidence satisfactory to the Lenders.

 

Maturity Date” is February 1, 2022.

 

New Oxford Term Loan” is defined in Section 2.2(a)(i) hereof.

 

Original Oxford Term Loan” is defined in Section 2.2(a)(i) hereof.

 

Prepayment Fee” is, with respect to any Term Loan subject to prepayment prior to the Maturity Date, whether by mandatory or voluntary prepayment, acceleration or otherwise, an additional fee payable to the Lenders in amount equal to:

 

(i)                                     for a prepayment made on or after the Funding Date of such Term Loan through and including the date immediately prior to the first anniversary of the Funding Date of such Term Loan, two and a half percent (2.50%) of the principal amount of such Term Loan prepaid;

 

(ii)                                  for a prepayment made on or after the first anniversary of the Funding Date of such Term Loan through and including the date immediately prior to the second anniversary of the Funding Date of such Term Loan, one and a half percent (1.50%) of the principal amount of the Term Loans prepaid; and

 

(iii)                               for a prepayment made on or after the second anniversary of the Funding Date of such Term Loan and prior to the Maturity Date, one percent (1.00%) of the principal amount of the Term Loans prepaid.

 

For purposes of this definition, the “Funding Date” of each Term A Loan shall  be the First Amendment Effective Date.

 



 

Revenue Event” is Borrower’s achievement of consolidated product revenues, measured on a trailing twelve (12) month basis as of November 30, 2017, of at least Twenty Million Dollars ($20,000,000.00), as determined in accordance with GAAP by Lenders based  upon written evidence satisfactory to the Lenders.

 

Second Draw Period” is the period commencing on the Revenue Event Date and ending on the earlier of (i) March 31, 2018, and (ii) the occurrence of an Event of Default; provided, however, that the Second Draw Period shall not commence prior to January 1, 2018 or if on the Revenue Event Date an Event of Default has occurred and is continuing. Notwithstanding the foregoing, no Term B Loans shall be advanced if, at the time of the advance, Borrower’s consolidated product revenues, measured on a trailing twelve (12) month basis for the most recently ended month, are less than Twenty Million Dollars ($20,000,000.00), as determined in accordance with GAAP by the Lenders based upon written evidence satisfactory to the Lenders.

 

2.6                               Section 13.1 (Definitions). The following defined terms and their respective definitions are deleted in their entirety from Section 13.1 of the Loan Agreement:

 

Interest Only Extension Event I”; “Interest Only Extension Event II”.

 

2.7                               SchedulesSchedule 1.1 to the Loan Agreement is replaced with Schedule 1.1   attached hereto.

 

2.8                               ExhibitsExhibit C to the Loan Agreement is replaced with Exhibit C attached hereto.

 

2.9                               The original Secured Promissory Notes dated as of August 7, 2015 and issued by Borrower in favor of Oxford hereby are amended and restated to reflect the outstanding principal balances and date as of the First Amendment Effective Date, and such original Secured Promissory Notes that have been amended and restated are hereby cancelled, null and void and of no further force and effect.

 

3.                                      Limitation of Amendment.

 

3.1                               The amendments set forth in Section 2 above are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment,  waiver or modification of any other term or condition of any other Loan Document, or (b) otherwise prejudice any right or remedy which Collateral Agent or any Lender may now have or may have in the future under or in connection with any Loan Document.

 

3.2                               This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

 

4.                                      Representations and Warranties. To induce Collateral Agent and Lenders to enter into this Amendment, Borrower hereby represents and warrants to Collateral Agent and Lenders as follows:

 

4.1                               Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof  (except to the extent such representations and warranties relate to an earlier date, in which case they are true, accurate and correct in all material respects as of such date), and (b) no Event of Default has occurred and is continuing;

 

4.2                               Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;

 

4.3                               The organizational documents of Borrower delivered to Collateral Agent and Lenders on the Effective Date, or subsequent thereto, remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

 



 

4.4                               The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized;

 

4.5                               The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a), any material Requirement of Law applicable to Borrower, (b) any material agreement by which Borrower is bound, (c) any order, judgment or decree of any court or other governmental or public body or  authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower;

 

4.6                               The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect); and

 

4.7                               This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.

 

5.                                      Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

 

6.                                      Effectiveness. This Amendment shall be deemed effective upon the due execution and delivery to Collateral Agent and Lenders, in form and substance satisfactory to Collateral Agent and each Lender, of such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation:

 

a)             this Amendment, executed by Borrower, Collateral Agent and each Lender;

 

b)             a warrant to purchase stock, executed by Borrower;

 

c)              secured promissory notes, executed by Borrower;

 

d)             a Corporate Borrowing Certificate by Borrower dated as of the First Amendment Effective Date;

 

e)              a Perfection Certificate for Borrower dated as of the First Amendment Effective Date;

 

f)               the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (or equivalent agency) of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (30) days prior to the First Amendment Effective Date;

 

g)              certified copies of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been terminated or released;

 

h)             a Disbursement Letter executed by Borrower;

 

i)                 payment of a fee with respect to the Original Oxford Term Loan in an amount equal to Five Hundred Forty Two Thousand Five Hundred Dollars ($542,500), which for the avoidance of doubt, is in addition to and not a substitution for the Final Payment to be paid with respect to the Term Loans (including the Original Oxford Term Loan) in accordance with Section 2.5(c) of the Loan Agreement; and

 



 

j)                Borrower’s payment of all Lenders’ Expenses incurred through the date of this Amendment.

 

[Balance of Page Intentionally Left Blank]

 



 

IN WITNESS WHEREOF, the parties have caused  this Amendment to be executed as of the Effective Date.

 

BORROWER:

 

 

 

INSPIRE MEDICAL SYSTEMS, INC.

 

 

 

 

 

 

 

By:

/s/ Timothy P. Herbert

 

Name:

Timothy P. Herbert

 

Title:

President

 

 

 

 

 

 

 

COLLATERAL AGENT AND LENDER:

 

 

 

OXFORD FINANCE LLC

 

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 



 

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the Effective Date.

 

BORROWER:

 

 

 

INSPIRE MEDICAL SYSTEMS, INC.

 

 

 

 

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

 

 

 

 

COLLATERAL AGENT AND LENDER:

 

 

 

OXFORD FINANCE LLC

 

 

 

 

 

 

 

By:

/s/ Mark Davis

 

Name:

Mark Davis

 

Title:

Vice President — Finance, Secretary & Treasurer

 

 



 

EXHIBIT C

 

Compliance Certificate

 

TO:                                                                 OXFORD FINANCE LLC, as Collateral Agent and Lender

 

FROM:                                             INSPIRE MEDICAL SYSTEMS, INC.

 

The undersigned authorized officer (“Officer”) of INSPIRE MEDICAL SYSTEMS, INC. (“Borrower”), hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement by and among Borrower, Collateral Agent, and the Lenders from time to time party thereto (the “Loan Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings given them in the Loan Agreement),

 

(a)                                 Borrower is in complete compliance for the period ending                    with all required covenants except as noted below;

 

(b)                                 There are no Events of Default, except as noted below;

 

(c)                                  Except as noted below, all representations and warranties of Borrower stated in the Loan Documents are true and correct in all material respects on this date and for the period described in (a), above; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date.

 

(d)                                 Borrower, and each of Borrower’s Subsidiaries, has timely filed all required tax returns and reports, Borrower, and each of Borrower’s Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower, or Subsidiary, except as otherwise permitted pursuant to the terms of Section 5.8 of the Loan Agreement;

 

(e)                                  No Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to  Collateral Agent and the Lenders.

 

Attached are the required documents, if any, supporting our certification(s). The Officer, on behalf of Borrower, further certifies that the attached financial statements are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes and except, in the case of unaudited financial statements, for the absence of footnotes and subject to year-end audit adjustments as to the interim financial statements.

 

Please indicate compliance status since the last Compliance Certificate by circling Yes, No, or N/A under “Complies” column.

 

 

 

Reporting Covenant

 

Requirement

 

Actual

 

Complies

 

 

 

 

 

 

 

 

 

 

 

 

 

1)

 

Financial statements (including unit sales report)

 

Monthly within 30 days

 

 

 

Yes

 

No

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

2)

 

Annual (CPA Audited) statements

 

Within 150 days after FYE

 

 

 

Yes

 

No

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

3)

 

Annual Financial Projections/Budget (prepared on a monthly basis)

 

Annually (draft prior to FYE, and Board-approved on or before February 28), and when revised

 

 

 

Yes

 

No

 

N/A

 



 

4)

 

A/R & A/P agings

 

If applicable

 

 

 

Yes

 

No

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

5)

 

8-K, 10-K and 10-Q Filings

 

If applicable, within 5 days of filing

 

 

 

Yes

 

No

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

6)

 

Compliance Certificate

 

Monthly within 30 days

 

 

 

Yes

 

No

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

7)

 

IP Report

 

When required

 

 

 

Yes

 

No

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

8)

 

Month-end account statements for each deposit account and securities account of Borrower and its Subsidiaries

 

Monthly within 30 days

 

 

 

Yes

 

No

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

9)

 

Total amount of Borrower’s cash and cash equivalents at the last day of the measurement period

 

 

 

$

 

 

Yes

 

No

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

10)

 

Total amount of Borrower’s Subsidiaries’ cash and cash equivalents at the last day of the measurement period

 

 

 

$

 

 

Yes

 

No

 

N/A

 

Deposit and Securities Accounts

(Please list all accounts; attach separate sheet if additional space needed)

 

 

 

Institution Name

 

Account Number

 

New Account?

 

Account Control Agreement in place?

 

 

 

 

 

 

 

 

 

 

 

 

 

1)

 

 

 

 

 

Yes

 

No

 

Yes

 

No

 

 

 

 

 

 

 

 

 

 

 

 

 

2)

 

 

 

 

 

Yes

 

No

 

Yes

 

No

 

 

 

 

 

 

 

 

 

 

 

 

 

3)

 

 

 

 

 

Yes

 

No

 

Yes

 

No

 

 

 

 

 

 

 

 

 

 

 

 

 

4)

 

 

 

 

 

Yes

 

No

 

Yes

 

No

 

 

 

 

 

 

 

 

 

 

 

 

 

5)

 

 

 

 

 

Yes

 

No

 

Yes

 

No

 

 

 

 

 

 

 

 

 

 

 

 

 

6)

 

 

 

 

 

Yes

 

No

 

Yes

 

No

 

Other Matters

 

Has a Key Person ceased to be actively engaged in the management of Borrower since the last Compliance Certificate?

 

Yes

 

No

 

 

 

 

 

Have there been any transfers/sales/disposals/retirement of Collateral or IP prohibited by the Loan Agreement?

 

Yes

 

No

 

 

 

 

 

Have there been any new or pending claims or causes of action against Borrower that involve more than One Hundred Thousand Dollars ($100,000.00)?

 

Yes

 

No

 

 

 

 

 

Have there been any amendments or other changes to the capitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, provide copies of any such amendments or changes with this Compliance Certificate.

 

Yes

 

No

 

 

 

 

 

Are Borrower’s consolidated product revenues, measured on a trailing twelve (12) month basis, at least Twenty Million Dollars ($20,000,000.00).

 

Yes

 

No

 


 

Exceptions

 

Please explain any exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions.” Attach separate sheet if additional space needed.)

 

 

INSPIRE MEDICAL SYSTEMS, INC.

 

 

 

 

 

 

 

By:

 

      Name:

 

     Title:

 

 

 

Date:

 

 

 

 

 

 

  LENDER USE ONLY

 

 

 

 

 

 

 

Received by:

 

 

Date:

 

 

 

 

 

 

 

Verified by:

 

 

Date:

 

 

 

 

 

Compliance Status:        Yes                    No

 

 



EX-10.5 13 a2235179zex-10_5.htm EX-10.5

Exhibit 10.5

 

BRIDGE NOTE PURCHASE AGREEMENT

 

This Bridge Note Purchase Agreement (this “Agreement”) is made and entered into effective as of the 7th day of July, 2016 by and among Inspire Medical Systems, Inc., a Delaware corporation (the “Company”), and the Investors listed on Schedule 1 hereto (the “Investors”).

 

For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

 

1.                                      Sale and Purchase of Notes. Subject to the terms and conditions hereof, the Company agrees to sell to the Investors at the Closing (as defined herein), and each Investor agrees to purchase from the Company at the Closing, Convertible Promissory Notes in the form attached hereto as Exhibit A (the “Notes”) in the maximum principal amount specified opposite each Investor’s name on Schedule 1 attached hereto.

 

2.                                      Closing. The closing of the transactions contemplated by Section 1 of this Agreement (the “Closing”) shall take place at the offices of the Company, or other location designated by the Company. At the Closing, the Company shall deliver to each Investor (a) a Note representing the principal amount specified opposite each Investor’s name on Schedule 1 attached hereto, and (b) an executed copy of this Agreement. Before the Closing, each Investor shall cause to be delivered to the Company, by wire transfer or check payable to the Company, the principal amount specified opposite each Investor’s name on Schedule 1 attached hereto as the initial advance amount.

 

3.                                      Representations and Warranties of the Company. To induce the Investors to enter into this Agreement and to purchase the Notes, the Company hereby represents and warrants to the Investors as follows:

 

3.1                               Organization, Good Standing, Etc. The Company is duly organized and validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and conduct its business as now conducted and proposed to be conducted.  The Company has no subsidiaries.

 

3.2                               Authorization and Enforceability. The Company has full legal power, right and authority to enter into this Agreement and to issue the Notes. This Agreement and the Notes have been duly authorized, executed and delivered on behalf of the Company and are the valid and binding obligations of the Company, enforceable in accordance with their respective terms and subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally, and to the exercise of judicial discretion as to the availability of equitable remedies such as specific performance and injunction.

 

3.3                               Defaults.  The Company is not in breach, default or violation of, and the consummation of the transactions herein contemplated will not result in any breach default or violation of, any of the terms or conditions of, or constitute a default or violation under, (i) the Company’s Fifth Amended and Restated Certificate of Incorporation or other organizational documents of the Company, in each case as amended through the date hereof, or (ii) any law or any order, rule or regulation applicable to the Company of any court or of any federal or state regulatory body or administrative agency having jurisdiction over the Company or its property, except such breaches, defaults or violations which would not have a material adverse effect on the Company.

 

1



 

3.4                               Consents. No approval, authorization, consent or order of any governmental or public board or body or self-regulatory organization, other than in connection with or in compliance with the provisions of the Securities Act of 1933, as amended (the “Act”), and the securities laws of various jurisdictions of the states in which the Notes are offered and sold, is legally required for the sale of the Notes by the Company.

 

3.5                               Equity Securities. The equity securities of the Company issuable upon conversion of the Notes, when issued and delivered in accordance with the terms thereof, will be duly authorized, validly issued, fully paid and non-assessable and shall be free of any pledges, liens, encumbrances and restrictions (other than as set forth in the Investor Rights Agreement (as defined below)), and will be issued in compliance with all applicable federal and state securities laws.

 

4.                                      Representations and Covenants of the Investors. Each Investor represents and covenants for himself, herself or itself that:

 

4.1                               Investment Intent. The Note acquired by the Investor is being purchased for investment for the Investor’s own account and not with the view to, or for resale in connection with, any distribution or public offering thereof. The Investor understands that the Notes have not been registered under the Act or any state securities laws by reason of their contemplated issuance in a transaction exempt from the registration requirements of the Act and applicable state securities laws, and that the reliance of the Company upon these exemptions is predicated in part upon this representation by the Investors. The Investor further understands that the Note, and the equity securities of the Company issuable upon conversion of the Note, may not be transferred or resold without (i) registration under the Act and any applicable state securities laws, (ii) an exemption from the requirements of the Act and applicable state securities laws, and (iii) compliance with transfer restrictions contained in that certain Amended and Restated Investor Rights Agreement dated March 28, 2014 among the Company, Medtronic, Inc. and the Investors party thereto, as amended from time to time (the “Investor Rights Agreement”) with respect to the equity securities of the Company issuable upon conversion of the Notes.

 

4.2                               Residence, Qualification as an Accredited Investors, Etc. The Investor’s residence is in the state set forth in the Investor’s address on Schedule 1. The Investor qualifies as an “accredited investor” for purposes of Regulation D promulgated under the Act. The Investor acknowledges that he, she or it has made an independent due diligence investigation of the Company and that the Company has made available to the Investor at a reasonable time prior to the execution of this Agreement the opportunity to ask questions and receive answers concerning the business and affairs of the Company and the terms and conditions of the sale of securities contemplated by this Agreement and to obtain any additional information (which the Company possesses or can acquire without unreasonable effort or expense) as may be necessary to verify the accuracy of information furnished to the Investor. The Investor (a) is able to bear the loss of his, her or its entire investment in the Note without any material adverse effect on his, her or its business, operations or prospects, (b) has such knowledge and experience in financial and business matters that he, she or it is capable of evaluating the merits and risks of the investment to be made by him, her or it pursuant to this Agreement, (c) realizes that the Company has a significant need for additional financing and without such additional financing may be unable to continue operations, (d) realizes that an investment in the Company is highly speculative and subject to significant risks, and (e) acknowledges and agrees that any financial projections, forecasts, assumptions or estimates delivered or

 

2



 

communicated to the Investor are not statements of fact and that no representations or warranties are made by the Company or any officer, director, stockholder, employee or agent thereof, with respect to the accuracy of such projections, forecasts, assumptions or estimates or with respect to the future operations or the amount of any future income or loss of the Company. The Investor acknowledges that (a) the operating results, predictions, estimates and projections, if any, provided to the Investor are for illustrative purposes only and are based upon certain assumptions and events over which the Company has only partial or no control, (b) variations in such assumptions, including, but not limited to, sales, costs, selling expenses, general and administrative expenses, development expenses, regulatory matters and competitive developments could significantly affect such projections, (c) to the extent that assumed events do not materialize, the outcome projected will vary substantially from that projected; and (d) there are a number of other factors and risks which could cause actual results to be substantially less than projected.

 

4.3                               Acts and Proceedings. As applicable, this Agreement has been duly authorized by all necessary action on the part of each Investor, has been duly executed and delivered by each Investor, and is a valid and binding agreement of the Investor.

 

4.4                               Legal Representation. Each Investor acknowledges and recognizes that it has not been represented by Stinson Leonard Street LLP in connection with an investment in the Note and, furthermore, consents to such firm’s representation of the Company in this and other matters.

 

4.5                               Securities. Each Investor acknowledges that the equity securities to be issued upon conversion of the Note are subject to dilution as additional equity securities of the Company are issued. The Investor acknowledges that the Company may issue classes or series of equity securities with rights and preferences superior to those rights and preferences granted to the equity security into which the Note may be converted.

 

4.6                               Further Information. Each Investor agrees to furnish any additional information which the Company deems necessary in order to verify the answers set forth herein.

 

4.7                               Changes. Each Investor represents and warrants to the Company (a) that the information contained herein and furnished to the Company in connection herewith is complete and accurate and contains no material omissions and may be relied upon by the Company,  and (b) that the Investor will notify the Company immediately of any change in any of such information which occurs prior to the issuance of the Note to Investor.

 

5.                                      Covenants of the Company.  The Company covenants and agrees as follows:

 

5.1                               Existence. The Company will maintain its existence in good standing and comply with all applicable laws and regulations of the United States or of any state or political subdivision thereof and of any government authority where failure to so comply would have a material adverse impact on the Company or its business or operations (financial or otherwise).

 

5.2                               Books of Accounts and Reserves. The Company will keep accurate books of record and account in which full, true and correct entries are made of all of its respective dealings, business and affairs.

 

3



 

6.                                      Restriction on Transfer of Note and Equity Securities.

 

6.1                               Legend. Each Note, and each stock certificate representing equity securities of the Company issued upon conversion of the Note, shall be endorsed with a legend in substantially the form which follows:

 

“THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

 

Each stock certificate representing equity securities of the Company issued upon conversion of the Note shall also bear a legend in substantially the form which follows:

 

“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.”

 

6.2                               Investor Rights Agreement. Equity securities of the Company issued upon conversion of the Note and shall be subject to the Investor Rights Agreement and shall be Registrable Securities (as such term is defined in the Investor Rights Agreement) thereunder. As part of this Agreement and as a condition to the Company’s obligation to issue such equity securities, each Investor shall execute a counterpart signature page and become a party to the Investor Rights Agreement upon conversion of the Notes if such Investor Rights Agreement remains applicable upon such conversion.

 

7.                                      Miscellaneous.

 

7.1                               Changes, Waivers, Etc. Neither this Agreement nor any provisions hereof may be changed, waived, discharged or terminated orally, but only by a statement in writing, signed by the party against which enforcement of the change, waiver, discharge or termination is sought.

 

7.2                               Notices. All notices, requests, consents and other communications required or permitted hereunder shall be in writing and shall be delivered by overnight courier, or mailed first- class, postage prepaid, registered or certified mail:

 

if to an Investor, at the address listed on signature page for such Investor attached hereto, or at such other address as an Investor may specify in writing to the Company;

 

4



 

or

 

if to the Company, at 9700 63rd Avenue North, Suite 200, Maple Grove, MN 55369, Attention: Mr. Timothy P. Herbert, President and Chief Executive Officer, or at such other address as the Company may specify by written notice to the Investors;

 

and such notices and other communications shall for all purposes of this Agreement be treated as being effective or having been given if delivered personally, or, if sent by mail, when received.

 

7.3                               Parties in Interest. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto, whether so expressed or not, and, in particular, shall inure to the benefit of and be enforceable by the holder or holders from time to time of the Note.

 

7.4                               Headings. The headings of the articles and sections of this Agreement have been inserted for convenience of reference only and do not constitute a part of this Agreement.

 

7.5                               Choice of Law. The laws of the State of Delaware shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereunder, without regard for the conflict of laws provisions thereof.

 

7.6                               Counterparts. This Agreement may be executed at different times and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

5



 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date indicated above.

 

 

INSPIRE MEDICAL SYSTEMS, INC.

 

 

 

 

 

By:

/s/ Timothy P. Herbert

 

Timothy P. Herbert

 

President and Chief Executive Officer

 



 

ADDITIONAL SIGNATURE PAGE TO
BRIDGE NOTE PURCHASE AGREEMENT

 

Dated: July 7, 2016

 

INVESTOR:

 

 

 

 

MEDTRONIC, INC.

 

 

 

 

 

By:

/s/ Christopher M. Cleary

 

Name: Christopher M. Cleary

 

Its: Vice President, Corporate Development

 

 

 

Address: 710 Medtronic Parkway

 

              Minneapolis, MN 55432

 

Fax: ###-###-####

 

Email: #####.######@#########.###

 



 

ADDITIONAL SIGNATURE PAGE TO BRIDGE
NOTE PURCHASE AGREEMENT

 

Dated: July 7, 2016

 

INVESTOR:

 

 

 

 

U.S. VENTURE PARTNERS IX, L.P.

 

By Presidio Managament Group IX, L.L.C.

 

Its General Partner

 

 

 

 

 

By:

/s/ Dale Holladay

 

 

Dale Holladay, Attorney-In-Fact

 

 

 

Address:

 

Attn: Chief Financial Officer

 

1460 El Camino Real, Suite 1000

 

Menlo Park, CA 94025

 

Fax: (###) ###-####

 

Email: #####@####.###

 



 

ADDITIONAL SIGNATURE PAGE TO BRIDGE
NOTE PURCHASE AGREEMENT

 

Dated: July 7, 2016

 

INVESTOR:

 

 

 

 

ORBIMED PRIVATE INVESTMENTS V, LP

 

 

 

 

 

By:

OrbiMed Capital GP V LLC,
Its General Partner

 

 

 

 

 

 

By:

OrbiMed Advisors, LLC,

 

 

 

Its Managing Member

 

 

 

 

 

By:

/s/ Jonathan Silverstein

 

Name: Christopher M. Cleary

 

Its: Member

 

 

 

Address:

 

OrbiMed Private Investments V, LP

 

c/o OrbiMed Advisors LLC

 

601 Lexington Avenue, 54th Floor

 

New York, NY 10022

 

 

 

 

 

With a copy (that shall not constitute notice) to:

 

Wilmer Cutler Pickering Hale and Dorr LLP

 

Attention: Stuart M. Falber

 

60 State Street

 

Boston, MA 02109

 



 

ADDITIONAL SIGNATURE PAGE TO
BRIDGE NOTE PURCHASE AGREEMENT

 

Dated: June 30, 2016

 

INVESTOR:

 

 

 

 

 

 

APERTURE VENTURE PARTNERS III, L.P.

 

 

 

 

By:

Aperture Ventures III Management, LLC,
its General Partner

 

 

 

 

By:

/s/ Anthony Natale, M.D.

 

Name: Anthony Natale, M.D.

 

Its: Member

 

 

 

 

Address:

 

Aperture Venture Partners
Aperture Venture Partners III, L.P.
645 Madison Avenue, 20
th Floor
New York, NY 10022

 

 

 

with a copy (that shall not constitute notice) to:
Wilmer Cutler Pickering Hale and Dorr LLP
Attention: Stuart M. Falber

 

60 State Street

 

Boston, MA 02109

 


 

ADDITIONAL SIGNATURE PAGE TO
BRIDGE NOTE PURCHASE AGREEMENT

 

Dated: July 7, 2016

 

INVESTOR:

 

 

 

 

 

 

KPCB HOLDINGS, INC., as nominee

 

 

 

 

 

By:

/s/ Paul M. Vronsky

 

Name: Paul M. Vronsky

 

Its: General Counsel

 

 

 

Address:

 

2750 Sand Hill Road

 

Menlo Park, CA 94025

 

Attn: Paul M. Vronsky

 



 

ADDITIONAL SIGNATURE PAGE TO
BRIDGE NOTE PURCHASE AGREEMENT

 

Dated: July 6, 2016

 

INVESTOR:

 

 

 

 

 

 

SYNERGY LIFE SCIENCE PARTNERS, LP

 

 

 

By:

SYNERGY VENTURE PARTNERS, LLC

 

 

The General Partner of Synergy Life Science Partners, LP

 

 

 

 

By:

/s/ Mudit Jain

 

Name: Mudit Jain

 

Its: Managing Member

 

 

 

Address:

 

P.O. Box 22489

 

San Francisco, CA 94122

 



 

ADDITIONAL SIGNATURE PAGE TO BRIDGE
NOTE PURCHASE AGREEMENT

 

Dated: July 7, 2016

 

INVESTOR:

 

 

 

 

 

 

CURTIS L. CARLSON FAMILY FOUNDATION

 

 

 

 

 

 

By:

/s/ John Flottmeier

 

Name: John Flottmeier

 

Its: Authorized Agent

 

 

 

Address:

 

301 Carlson Parkway, Suite 275

 

Minnetonka, MN 55305

 



 

ADDITIONAL SIGNATURE PAGE TO BRIDGE
NOTE PURCHASE AGREEMENT

 

Dated: July 7, 2016

 

INVESTOR:

 

 

 

 

 

 

GDN HOLDINGS, LLC

 

 

 

 

 

 

By:

/s/ Brian Gustafson

 

Name: John Flottmeier

 

Its: Vice President

 

 

 

Address:

 

301 Carlson Parkway, Suite 275

 

Minnetonka, MN 55305

 



ADDITIONAL SIGNATURE PAGE TO BRIDGE
NOTE PURCHASE AGREEMENT

 

Dated: July 7, 2016

 

INVESTOR:

 

 

 

 

 

 

CARLSON FAMILY FOUNDATION FOR THE UNIVERSITY OF MINNESOTA

 

 

 

 

 

 

By:

/s/ John Flottmeier

 

Name: John Flottmeier

 

Its: Authorized Agent

 

 

 

 

 

By:

/s/ Brian Gustafson

 

Name: John Flottmeier

 

Its: Vice President

 

 

 

 

Address:

 

301 Carlson Parkway, Suite 275

 

Minnetonka, MN 55305

 



 

ADDITIONAL SIGNATURE PAGE TO BRIDGE NOTE
PURCHASE AGREEMENT

 

Dated: July 7, 2016

 

INVESTOR:

 

 

 

 

 

 

NAFCO INSURANCE CO., LTD.

 

 

 

 

 

 

By:

/s/ John Flottmeier

 

Name: John Flottmeier

 

Its: Authorized Agent

 

 

 

Address:

 

301 Carlson Parkway, Suite 275

 

Minnetonka, MN 55305

 



 

ADDITIONAL SIGNATURE PAGE TO BRIDGE NOTE
PURCHASE AGREEMENT

 

Dated: July 1, 2016

 

INVESTOR:

 

 

 

 

 

 

TGAP VENTURE CAPITAL FUND II, LP

 

 

 

 

 

 

By:

/s/ Jack Ahrens

 

Name: Jack Ahrens

 

Its: Managing Director

 

 

 

Address:

 

7171 Stadium Drive

 

Kalamazoo, MI 49009

 



 

ADDITIONAL SIGNATURE PAGE TO BRIDGE NOTE
PURCHASE AGREEMENT

 

Dated: July 6, 2016

INVESTOR:

 

 

 

 

 

 

/s/ Jerry Griffin

 

Jerry C. Griffin, MD

 

 

 

Address:

 

PO Box 2196

 

Glen Ellen, CA 95442

 



 

SCHEDULE 1

 

INVESTORS SCHEDULE

 

Name of Investor

 

Initial Bridge Draw

 

Principal Amount of
Promissory Note

 

OrbiMed Private Investments V, L.P.

 

$

371,661.93

 

$

1,114,985.80

 

Aperture Venture Partners III, L.P.

 

$

30,971.84

 

$

92,915.51

 

U.S. Venture Partners IX, L.P.

 

$

422,178.25

 

$

1,266,534.74

 

KPCB Holdings, Inc.

 

$

422,178.25

 

$

1,266,534.74

 

Synergy Life Science Partners, LP

 

$

424,092.02

 

$

1,272,276.06

 

GDN Holdings, LLC

 

$

99,532.58

 

$

298,597.75

 

Curtis L. Carlson Family Foundation

 

$

49,601.33

 

$

148,803.98

 

NAFCO Insurance Co., Ltd

 

$

24,603.98

 

$

73,811.94

 

Carlson Family Foundation for the University of Minnesota

 

$

4,920.74

 

$

14,762.23

 

TGap Venture Capital Fund II, LP

 

$

68,658.93

 

$

205,976.78

 

Jerry C. Griffin, MD

 

$

2,086.43

 

$

6,259.29

 

Medtronic, Inc

 

$

79,513.73

 

$

238,541.19

 

 

 

$

2,000,000.00

 

$

6,000,000.00

 

 


 

EXHIBIT A

 

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

 

INSPIRE MEDICAL SYSTEMS, INC.
CONVERTIBLE PROMISSORY NOTE

 

Up to $

Maple Grove, Minnesota

Due: December 30, 2016

, 2016

 

FOR VALUE RECEIVED, Inspire Medical Systems, Inc., a Delaware corporation (the “Company”), promises to pay to the order of                                          (the “Holder”), or his, her or its registered assigns, on December 30, 2016 (the “Maturity Date”), the principal amount outstanding as recorded by Holder in the column entitled “Outstanding Principal Balance” on Schedule A attached to and forming part of this Note, up to a maximum aggregate principal amount of                                       dollars and NO/100ths ($                                   ), or such lesser amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Note on the unpaid principal balance at a rate equal to ten percent (10.00%) per annum, compounding annually. All unpaid principal, together with any then unpaid and accrued interest payable hereunder, shall convert into equity securities of the Company as provided in Section 4 below if a Qualified Offering (as defined below) occurs prior to the Maturity Date. Otherwise, if such Qualified Offering has not occurred prior to the Maturity Date, this Note shall be due and payable at any time after the Maturity Date upon written demand to the Company by the Holder.  This Convertible Promissory Note (this “Note”) is unsecured in all respects. This Note is issued pursuant to that certain Bridge Note Purchase Agreement, dated                                              , 2016, by and among the Company and the Investors listed on Schedule 1 thereto, as the same may from time to time be amended, modified or supplemented (the “Purchase Agreement”).

 

Holder is authorized and directed to record on Schedule A hereto (i) the date and amount of each advance made by Holder to the Company and the resulting increase of the outstanding principal amount of this Note, and (ii) the date and amount of each repayment on account of the principal paid to Holder by the Company and the resulting decrease of the outstanding principal amount of this Note. Together with acknowledgement receipts from the Company, such notations on Schedule A, in the absence of a manifest mathematical error, shall be prima facie evidence of such advances and repayments.

 

The following is a statement of the rights of the Holder of this Note and the conditions to which this Note is subject, and to which the Holder, by the acceptance of this Note, agrees:

 

1.                                      Interest. Accrued interest on this Note shall be payable in cash or in equity (as provided in Sections 2 and 4) upon the repayment of the principal amount of this Note.

 

2.                                      Prepayment. At any time while this Note remains unpaid, upon at least thirty (30) days advance written notice to Holder, the Company may prepay this Note together with any accrued interest thereon in whole or in part without premium or penalty.

 

A-1



 

3.                                      Events of Default. The occurrence of any one or more of the following events (whether such occurrence shall be voluntary or involuntary or occur or be effected by operation of law or otherwise) shall constitute an “Event of Default” hereunder:

 

(a)                                  if the Company fails to pay the entire amount of the principal and interest on this Note when due (either in cash or equity in accordance with the terms hereof); or

 

(b)                                  if the Company makes an assignment for the benefit of creditors; or

 

(c)                                   if any order, judgment, or decree is entered adjudicating the Company bankrupt or insolvent; or

 

(d)                                  if the Company petitions or applies to any tribunal for the appointment of a trustee or receiver or commences any proceeding under any bankruptcy, reorganization, insolvency, dissolution or liquidation law of any jurisdiction; or

 

(e)                                   if the Company materially breaches any of its material agreements or covenants contained in the Purchase Agreement and such breach is not cured by the Company within thirty (30)  days after written notice thereof is delivered by the Holder to the Company.

 

The Company shall immediately notify the Holder in writing of the occurrence of any Event of Default, which, for the purpose of subsection (e) above, is at the end of the thirty (30) day period there referenced. Upon or at any time following an Event of Default, the Holder may immediately declare the unpaid principal balance of and all interest accrued on this Note to be immediately due and payable and such amounts shall then be due and payable without further demand, presentment or notice of any kind, all of which are hereby waived by the Company.

 

4.                                      Conversion.

 

(a)                                 Definitions. For purposes of this Section 4, the following terms shall have the meanings set forth below:

 

(i)                                     Qualified Offering” is a financing transaction in which the Company sells a new series of its Preferred Stock (the “Series F Preferred”) and receives net proceeds of at least $11,000,000.00 (excluding amounts represented by conversion of this Note and the other Notes issued pursuant to the Purchase Agreement).

 

(ii)                                  Note Conversion Price” means the offering price per share in a Qualified Offering.

 

(b)                                 Automatic Conversion. At or in connection with the completion of the Qualified Offering, the entire principal amount and accrued interest of this Note shall be automatically converted into the Series F Preferred of the Company sold in a Qualified Offering at the Note Conversion Price. If such Qualified Offering has not occurred prior to the Maturity Date, this Note shall be due and payable at any time after the Maturity Date upon written demand to the Company by the Holder.

 

(c)                                  Conversion Procedure.

 

(i)                                     If this Note is converted in accordance with the provisions of this Section 4, the Holder shall surrender this Note at the Company’s principal executive office, or, if this Note has been lost, stolen, destroyed or mutilated, then, in the case of loss, theft or destruction, the Holder shall deliver

 

A-2



 

an indemnity agreement reasonably satisfactory in form and substance to the Company or, in the case of mutilation, the Holder shall surrender and cancel this Note. The Company shall, as soon as practicable after any such conversion, but in any event within fifteen (15) days of the date on which this Note is surrendered for conversion, issue and deliver to such Holder at his, her or its address set forth in Schedule 1 to the Purchase Agreement a certificate or certificates for the number of shares to which the Holder shall be entitled upon such conversion (bearing such legends as are required by the Purchase Agreement or applicable law). On and after any conversion date, the person entitled to receive the shares issuable upon such conversion shall be treated for all purposes as the record holder of such shares.

 

(ii)                                  No fractional shares shall be issued upon conversion of this Note. In lieu of the Company issuing any fractional shares to the Holder upon the conversion of this Note, the Company shall pay to the Holder an amount equal to the product obtained by multiplying the Note Conversion Price by the fraction of a share not issued pursuant to the previous sentence. Upon conversion of this Note in full and the payment of the amounts specified in this Section 4(c)(ii) for fractional shares, if any, the Company shall be forever released from all its obligations and liabilities under this Note.

 

(d)                                 Further Assurances. In connection with the conversion of this Note, the Holder, by acceptance of this Note, agrees at the request of the Company to execute any and all reasonable agreements and other documents executed by the investors in the Qualified Offering.

 

(e)                                  Additional Representations. The Series F Preferred to be issued by the Company upon any conversion of this Note shall be duly authorized, validly issued, fully paid and non-assessable. The Company shall fully comply with all federal and state laws regarding the issuance of any such shares.

 

5.                                      Advances. Holder agrees, on the terms and subject to the conditions herein, to make advances to the Company at any time prior to December 1, 2016 in an amount not to exceed at any time the principal amount of this Note set forth above; provided, however, that Holder shall not be obligated to make advances hereunder more frequently than once per month and, if the Company makes any advance request as provided below, such advance request shall be for not less than $1,000,000 in the aggregate to the holders of all of the Notes purchased pursuant to the Purchase Agreement, with each such holder required to advance his, her or its pro-rata portion of such aggregate amount requested. Such advances shall be evidenced by, and subject to, the terms and conditions of this Note and shall be made by Holder by wire transfer to the bank account specified by the Company’s President in the notice within three (3) business days of e-mail notice sent by the Company’s President to Holder requesting the advance (notwithstanding the notice requirements under Section 6(e) of this Note).

 

6.                                      Miscellaneous.

 

(a)                                 Loss, Theft, Destruction or Mutilation of Note. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Note and, in the case of loss, theft or destruction, delivery of an indemnity agreement satisfactory in form and substance to the Company or, in the case of mutilation, on surrender and cancellation of this Note, the Company shall execute and deliver, in lieu of this Note, a new Note executed in the same manner as this Note, in the same principal amount as the unpaid principal amount of this Note and dated the date to which interest shall have been paid on this Note or, if no interest shall have yet been so paid, dated the date of this Note.

 

(b)                                 Pari Passu Notes. The Holder acknowledges and agrees that the payment of all or any portion of the outstanding principal amount of and all interest on this Note shall be pari passu in right of payment and in all other respects to the other Notes issued pursuant to the Purchase Agreement.

 

A-3



 

(c)                                  Payment.  All payments under this Note shall be made in lawful tender of the United States.

 

(d)                                 Waiver and Amendment.  Any provision of this Note may be amended, waived or modified upon the written consent of the Company and holders representing a majority of the principal amount of all of the outstanding Notes issued pursuant to the Purchase Agreement.

 

(e)                                  Notices. Any notice, request or other communication required or permitted hereunder shall be given in accordance with the Purchase Agreement.

 

(f)                                   Successors and Assigns. This Note may be assigned or transferred by the Holder only with the prior written approval of the Company, which shall not be unreasonably withheld. Any transfer of this Note may be effected only pursuant to the Purchase Agreement and by surrender of this Note to the Company and reissuance of a new note to the transferee. Subject to the preceding sentence, the rights and obligations of the Company and the Holder of this Note shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

 

(g)                                  Governing Law. This Note shall be governed by and construed under the laws of the State of Delaware, without regard to its conflict of laws provisions.

 

(h)                                 Tax Treatment. The parties agree (i) that this Note is described in Treasury Regulations Section 1.1272-1(c)(2)  and therefore is governed by the rules set out in Treasury Regulations Section 1.1272-1(c), and is not governed by the rules set out in Treasury Regulations Section 1.1275-4, and therefore, any multiple of the principal payable will not be treated as resulting in original issue discount (“OID”), (ii) any multiple of the principal payable is intended to approximate the economic return from a conversion of this debt instrument into equity under Treasury Regulations Section 1.1272- 1(e), and Treasury Regulations Section 1.1275-4(a)(4), (iii) borrower and lender agree to treat such multiple of principal as such a conversion right, and properly exclude the value of such multiple or any liquidation preference from the calculation of OID or contingent interest under this debt instrument, and (iv) to adhere to this Paragraph (h) for federal income tax purposes and not to take any action or file any tax return, report or declaration inconsistent herewith, unless and until there is a “final determination” to the contrary within the meaning of Section 1313(a) of the Code (or similar provision of any state, local or foreign law).

 

 

INSPIRE MEDICAL SYSTEMS, INC.

 

 

 

 

 

 

 

Timothy P. Herbert

 

President and Chief Executive Officer

 

A-4



 

SCHEDULE A

 

ADVANCES AND REPAYMENT OF PRINCIPAL

 

(in U.S. dollars)

 

DATE OF
ADVANCE

 

AMOUNT OF
ADVANCE

 

PRINCIPAL
REPAID OR
PREPAID

 

OUTSTANDING
PRINCIPAL
BALANCE

 

NOTATION
MADE BY

 

July 7, 2016

 

$

 

 

$

 

 

 

 

Holder

 

August     , 2016

 

$

 

 

$

 

 

 

 

Holder

 

September     , 2016

 

$

 

 

$

 

 

 

 

Holder

 

 

A-5



EX-10.6 14 a2235179zex-10_6.htm EX-10.6

Exhibit 10.6

 

INSPIRE MEDICAL SYSTEMS, INC.

2007 STOCK INCENTIVE PLAN

 

1.                                      Purpose of Plan.

 

The purpose of the Inspire Medical Systems, Inc. 2007 Stock Incentive Plan (the “Plan”) is to advance the interests of Inspire Medical Systems, Inc. (the “Company”) and its shareholders by enabling the Company and its Subsidiaries to motivate key employees, directors and other persons providing valuable services to the Company and its Subsidiaries by providing an incentive to such individuals through equity participation in the Company and by rewarding such individuals who contribute to the achievement by the Company of its economic objectives.

 

2.                                      Definitions.

 

The following terms will have the meanings set forth below, unless the context clearly otherwise requires:

 

2.1             “Adverse Actions” mean the actions described in Section 11.4 of the Plan.

 

2.2             “Board” means the Board of Directors of the Company.

 

2.3             “Broker Exercise Notice” means a written notice pursuant to which a Participant, upon exercise of an Option, irrevocably instructs a broker or dealer to sell a sufficient number of shares or loan a sufficient amount of money to pay all or a portion of the exercise price of the Option and/or any related withholding tax obligations and remit such sums to the Company and directs the Company to deliver stock certificates to be issued upon such exercise directly to such broker or dealer.

 

2.4             “Change in Control” means an event described in Section 10.1 of the Plan.

 

2.5              “Code” means the Internal Revenue Code of 1986, as amended.

 

2.6             “Committee” means the group of individuals administering the Plan, as provided in Section 3 of the Plan.

 

2.7             “Common Stock” means the common stock of the Company, $.001 par value, or the number and kind of shares of stock or other securities into which such common stock may be changed in accordance with Section 4.3 of the Plan.

 

2.8             “Disability” means the disability of the Participant such as would entitle the Participant to receive disability income benefits pursuant to the long-term disability plan of the Company or Subsidiary then covering the Participant or, if no such plan exists or is applicable to the Participant, the permanent and total disability of the Participant within the meaning of Section 22(e)(3) of the Code.

 



 

2.9             “Eligible Recipients” means all employees of the Company or any Subsidiary and any non-employee directors, consultants and independent contractors of the Company or any Subsidiary.

 

2.10           “Exchange Act” means the Securities Exchange Act of 1934, as amended.

 

2.11           “Fair Market Value” means, with respect to the Common Stock, as of any date (or, if no shares were traded or quoted on such date, as of the next preceding date on which there was such a trade or quote) (a) the mean between the reported high and low sale prices of the Common Stock if the Common Stock is listed, admitted to unlisted trading privileges or reported on any foreign or national securities exchange or on the Nasdaq National Market or an equivalent foreign market on which sale prices are reported; (b) if the Common Stock is not so listed, admitted to unlisted trading privileges or reported, the closing bid price as reported by the Nasdaq SmallCap Market, OTC Bulletin Board or the National Quotation Bureau, Inc. or other comparable service; or (c) if the Common Stock is not so listed or reported, such price as the Committee determines in good faith in the exercise of its reasonable discretion.

 

2.12           “Incentive Stock Option” means a right to purchase Common Stock granted to an Eligible Recipient pursuant to Section 6 of the Plan that qualifies as an “incentive stock option” within the meaning of Section 422 of the Code.

 

2.13           “Non-Statutory Stock Option” means a right to purchase Common Stock granted to an Eligible Recipient pursuant to Section 6 of the Plan that does not qualify as an Incentive Stock Option.

 

2.14           “Option” means an Incentive Stock Option or a Non-Statutory Stock Option.

 

2.15           “Participant” means an Eligible Recipient who receives one or more Options or Restricted Stock Awards under the Plan.

 

2.16           “Previously Acquired Shares” means shares of Common Stock that are already owned by the Participant or, with respect to any Option, that are to be issued upon the exercise of such Option.

 

2.17           “Restricted Stock” means an award of shares of Common Stock that are subject to restrictions under Section 7 below.

 

2.18           “Restriction Period” has the meaning set forth in Section 7.3 below.

 

2.19           “Retirement” means termination of employment or service pursuant to and in accordance with the regular (or, if approved by the Board for purposes of the Plan, early) retirement/pension plan or practice of the Company or Subsidiary then covering the Participant, provided that if the Participant is not covered by any such plan or practice, the Participant will be deemed to be covered by the Company’s plan or practice for purposes of this determination.

 

2.20           “Securities Act” means the Securities Act of 1933, as amended.

 



 

2.21           “Subsidiary” means any entity that is directly or indirectly controlled by the Company or any entity in which the Company has a significant equity interest, as determined by the Committee.

 

2.22           “Unvested,” with respect to Restricted Stock, means Restricted Stock that is not Vested.

 

2.23           “Vested,” with respect to Restricted Stock, means Restricted Stock as to which the Restriction Period has expired.

 

3.                                      Plan Administration.

 

3.1             The Committee. The Plan will be administered by the Board or by a committee of the Board. So long as the Company has a class of its equity securities registered under Section 12 of the Exchange Act, any committee administering the Plan will consist solely of two or more members of the Board who are “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act. Such a committee, if established, will act by majority approval of the members (but may also take action with the written consent of a majority of the members of such committee), and a majority of the members of such a committee will constitute a quorum. As used in the Plan, “Committee” will refer to the Board or to such a committee, if established. To the extent consistent with corporate law, the Committee may delegate to any officers of the Company the duties, power and authority of the Committee under the Plan pursuant to such conditions or limitations as the Committee may establish; provided, however, that only the Committee may exercise such duties, power and authority with respect to Eligible Recipients who are subject to Section 16 of the Exchange Act. The Committee may exercise its duties, power and authority under the Plan in its sole and absolute discretion without the consent of any Participant or other party, unless the Plan specifically provides otherwise. Each determination, interpretation or other action made or taken by the Committee pursuant to the provisions of the Plan will be final, conclusive and binding for all purposes and on all persons, including, without limitation, the Company, the shareholders of the Company, the Participants and their respective successors-in-interest. No member of the Committee will be liable for any action or determination made in good faith with respect to the Plan or any Option granted under the Plan.

 

3.2          Authority of the Committee.

 

(a)              In accordance with and subject to the provisions of the Plan, the Committee will have the authority to determine all provisions of Options and Restricted Stock as the Committee may deem necessary or desirable and as consistent with the terms of the Plan, including, without limitation, the following: (i) the Eligible Recipients to be selected as Participants; (ii) the nature and extent of the Options and Restricted Stock to be made to each Participant (including the number of shares of Common Stock to be subject to each Option or Restricted Stock award, the exercise price and the manner in which Options will become exercisable) and the form of written agreement, if any, evidencing such Option or Restricted Stock award; (iii) the time or times when Options will be granted and Restricted Stock will be awarded; (iv) the duration of each Option; and (v) the restrictions and other conditions to which the Options and Restricted Stock may be subject.

 



 

(b)              The Committee will have the authority under the Plan to amend or modify the terms of any outstanding Option and the Unvested portion of any Restricted Stock award in any manner, including, without limitation, the authority to modify the number of shares or other terms and conditions of an Option or the Unvested portion of a Restricted Stock award, extend the term of an Option, accelerate the exercisability or otherwise terminate any restrictions relating to an Option or the Unvested portion of a Restricted Stock award, accept the surrender of any outstanding Option or the Unvested portion of a Restricted Stock award or, to the extent not previously exercised or vested, authorize the grant of new Options or Restricted Stock awards in substitution for surrendered Options; provided, however that the amended or modified terms are permitted by the Plan as then in effect and that any Participant adversely affected by such amended or modified terms has consented to such amendment or modification. No amendment or modification to an Option or the Unvested portion of a Restricted Stock award, however, whether pursuant to this Section 3.2 or any other provisions of the Plan, will be deemed to be a re-grant of such Option or the Unvested portion of a Restricted Stock award for purposes of this Plan.

 

(c)              In the event of (i) any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering, extraordinary dividend or divestiture (including a spin-off) or any other change in corporate structure or shares, (ii) any purchase, acquisition, sale or disposition of a significant amount of assets or a significant business, (iii) any change in accounting principles or practices, or (iv) any other similar change, in each case with respect to the Company or any other entity whose performance is relevant to the grant or vesting of an Option or Restricted Stock award, the Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving corporation) may, without the consent of any affected Participant, amend or modify the conditions to the exercisability of any outstanding Option or Vesting of a Restricted Stock award that is based in whole or in part on the financial performance of the Company (or any Subsidiary or division thereof) or such other entity so as equitably to reflect such event, with the desired result that the criteria for evaluating such financial performance of the Company or such other entity will be substantially the same (in the sole discretion of the Committee or the board of directors of the surviving corporation) following such event as prior to such event; provided, however, that the amended or modified terms are permitted by the Plan as then in effect.

 

4.                                      Shares Available for Issuance.

 

4.1             Maximum Number of Shares Available. Subject to adjustment as provided in Section 4.3 of the Plan, the maximum number of shares of Common Stock that will be available for issuance under the Plan will be 19,586,801 shares of Common Stock.

 

4.2             Accounting for Options and Restricted Stock. Shares of Common Stock that are issued under the Plan, as Restricted Stock or otherwise, or that are subject to outstanding Options will be applied to reduce the maximum number of shares of Common Stock remaining available for issuance under the Plan. Any shares of Common Stock that are subject to an Option that lapses, expires, is forfeited or for any reason is terminated unexercised and any shares of

 



 

Common Stock that are subject to an Option that is settled or paid in cash or any form other than shares of Common Stock will automatically again become available for issuance under the Plan. Any shares subject to any Restricted Stock award granted hereunder that are forfeited or terminated shall again be available for distribution in connection with future awards under the Plan

 

4.3             Adjustments to Shares and Options. In the event of any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering, divestiture or extraordinary dividend (including a spin- off) or any other change in the corporate structure or shares of the Company, the Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving corporation) will make appropriate adjustment (which determination will be conclusive) as to the number and kind of securities or other property (including cash) available for issuance or payment under the Plan and, in order to prevent dilution or enlargement of the rights of Participants, the number and kind of securities or other property (including cash) subject to, and the exercise price of, outstanding Options.

 

5.                                      Participation.

 

Participants in the Plan will be those Eligible Recipients who, in the judgment of the Committee, have contributed, are contributing or are expected to contribute to the achievement of economic objectives of the Company or its Subsidiaries. Eligible Recipients may be granted from time to time one or more Options or Restricted Stock as may be determined by the Committee in its sole discretion. Options and Restricted Stock will be deemed to be granted as of the date specified in the grant resolution of the Committee, which date will be the date of any related agreement with the Participant.

 

6.             Options.

 

6.1             Grant. An Eligible Recipient may be granted one or more Options under the Plan, and such Options will be subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee in its sole discretion. The Committee may designate whether an Option is to be considered an Incentive Stock Option or a Non-Statutory Stock Option. To the extent that any Incentive Stock Option granted under the Plan ceases for any reason to qualify as an “incentive stock option” for purposes of Section 422 of the Code, such Incentive Stock Option will continue to be outstanding for purposes of the Plan but will thereafter be deemed to be a Non-Statutory Stock Option.

 

6.2             Exercise Price. The per share price to be paid by a Participant upon exercise of an Option will be determined by the Committee in its discretion at the time of the Option grant; provided, however, that (a) such price will not be less than 100% of the Fair Market Value of one share of Common Stock on the date of grant with respect to an Incentive Stock Option (110% of the Fair Market Value if, at the time the Incentive Stock Option is granted, the Participant owns, directly or indirectly, more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary corporation of the Company), and (b) such price will not be less than 100% of the Fair Market Value of one share of Common Stock on the date of grant with respect to a Non-Statutory Stock Option.

 



 

6.3             Exercisability and Duration. An Option will become exercisable at such times and in such installments as may be determined by the Committee in its sole discretion at the time of grant; provided, however, that no Incentive Stock Option may be exercisable after 10 years from its date of grant (five years from its date of grant if, at the time the Incentive Stock Option is granted, the Participant owns, directly or indirectly, more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary corporation of the Company).

 

6.4             Payment of Exercise Price. The total purchase price of the shares to be purchased upon exercise of an Option must be paid entirely in cash (including check, bank draft or money order); provided, however, that the Committee, in its sole discretion and upon terms and conditions established by the Committee, may allow such payments to be made, in whole or in part, by tender of a Broker Exercise Notice, Previously Acquired Shares, a promissory note (on terms acceptable to the Committee in its sole discretion) or by a combination of such methods.

 

6.5             Manner of Exercise. An Option may be exercised by a Participant in whole or in part from time to time, subject to the conditions contained in the Plan and in the agreement evidencing such Option, by delivery in person, by facsimile or electronic transmission or through the mail of written notice of exercise to the Company (Attention: Chief Financial Officer) at its principal executive office in Brooklyn Park, Minnesota and by paying in full the total exercise price for the shares of Common Stock to be purchased in accordance with Section 6.4 of the Plan.

 

6.6             Aggregate Limitation of Stock Subject to Incentive Stock Options. To the extent that the aggregate Fair Market Value (determined as of the date an Incentive Stock Option is granted) of the shares of Common Stock with respect to which incentive stock options (within the meaning of Section 422 of the Code) are exercisable for the first time by a Participant during any calendar year (under the Plan and any other incentive stock option plans of the Company or any subsidiary or parent corporation of the Company (within the meaning of the Code)) exceeds $100,000 (or such other amount as may be prescribed by the Code from time to time), such excess Options will be treated as Non-Statutory Stock Options. The determination will be made by taking incentive stock options into account in the order in which they were granted. If such excess only applies to a portion of an Incentive Stock Option, the Committee, in its discretion, will designate which shares will be treated as shares to be acquired upon exercise of an Incentive Stock Option.

 

7.                                      Restricted Stock.

 

7.1             Administration. Shares of Restricted Stock may be issued either alone or in addition to other awards granted under the Plan. The Committee shall determine the Eligible Recipients to whom, and the time or times at which, grants of Restricted Stock will be made, the number of shares to be awarded, the time or times within which such awards may be subject to forfeiture, and all other conditions of the awards. The Committee may also condition the grant of Restricted Stock upon the attainment of specified performance goals. The provisions of Restricted Stock awards need not be the same with respect to each recipient.

 



 

7.2             Awards and Certificates. The prospective recipient of an award of shares of Restricted Stock shall not have any rights with respect to such award, unless and until such recipient has executed an agreement evidencing the award and has delivered a fully executed copy thereof to the Company, and has otherwise complied with the then applicable terms and conditions.

 

(a)              Each participant shall be issued a stock certificate in respect of shares of Restricted Stock awarded under the Plan. Such certificate shall be registered in the name of the participant, and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such award, substantially in the following form:

 

“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Inspire Medical Systems, Inc. 2007 Stock Incentive Plan and an Agreement entered into between the registered owner and Inspire Medical Systems, Inc. Copies of the Plan and Agreement are on file in the offices of Inspire Medical Systems, Inc., 7100 Northland Circle North, Suite 304, Brooklyn Park, Minnesota 55428.”

 

(b)              The Committee shall require that the stock certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed, and that, as a condition of any Restricted Stock award, the participant shall have delivered a stock power, endorsed in blank, relating to the Common Stock covered by such award.

 

7.3             Restrictions and Conditions. The shares of Restricted Stock awarded pursuant to the Plan shall be subject to the following restrictions and conditions:

 

(a)              Subject to the provisions of this Plan and the award agreement, during a period set by the Committee commencing with the date of such award (the “Restriction Period”), the Participant shall not be permitted to sell, transfer, pledge or assign shares of Restricted Stock awarded under the Plan. Within these limits, the Committee may provide for the lapse of such restrictions in installments where deemed appropriate.

 

(b)              Except as provided in paragraph (a) of this Section 7.3, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a shareholder of the Company, including the right to vote the shares and the right to receive any cash dividends. The Committee, in its sole discretion, may permit or require the payment of cash dividends to be deferred and, if the Committee so determines, reinvested in additional shares of Restricted Stock (to the extent shares are available under Section 4). Certificates for shares of unrestricted Common Stock shall be delivered to the grantee promptly after, and only after, the period of forfeiture shall have expired without forfeiture in respect of such shares of Restricted Stock.

 



 

(c)              Subject to the provisions of the award agreement and paragraph (d) of this Section 7.3, upon termination of employment for any reason during the Restriction Period, all shares still subject to restriction shall be forfeited by the Participant.

 

(d)              In the event of special hardship circumstances of a Participant whose employment is terminated (other than for Cause, as defined below), including death, Disability or Retirement, or in the event of an unforeseeable emergency of a Participant still in service, the Committee may, in its sole discretion, when it finds that a waiver would be in the best interest of the Company, waive in whole or in part any or all remaining restrictions with respect to such participant’s shares of Restricted Stock.

 

8.                                      Effect of Termination of Employment or Other Service.

 

8.1             Termination Due to Death, Disability, Retirement or Termination Without Cause. Unless otherwise provided by the Committee in its sole discretion in the agreement evidencing an Option, in the event a Participant’s employment or other service with the Company and all Subsidiaries is terminated by reason of death, Disability, Retirement, or termination by the Company without Cause (as defined in Section 8.2 below) or if a Participant is in the employ of a Subsidiary and such Subsidiary ceases to be a Subsidiary of the Company (unless such Participant continues in the employee of the Company or another Subsidiary), all outstanding Options then held by the Participant will remain exercisable, to the extent exercisable as of the date of such termination, for a period of three months after such termination (but in no event after the expiration date of any such Option), and thereafter terminate.

 

8.2                               Termination by Company with Cause or by Participant.

 

(a)              Unless otherwise provided by the Committee in its sole discretion in the agreement evidencing an Option, in the event a Participant’s employment or other service with the Company and all Subsidiaries is terminated by the Company (or such Subsidiary) for Cause or by the Participant, all rights of the Participant under the Plan and any agreements evidencing an Option will immediately terminate without notice of any kind, and no Options then held by the Participant will thereafter be exercisable.

 

(b)              For purposes of this Plan, “Cause” is as defined in any employment or other agreement or policy applicable to the Participant or, if no such agreement or policy exists, means (i) dishonesty, fraud, misrepresentation, embezzlement or deliberate injury or attempted injury, in each case related to the Company or any Subsidiary, (ii) any unlawful or criminal activity of a serious nature, (iii) any intentional and deliberate breach of a duty or duties that, individually or in the aggregate, are material in relation to the Participant’s overall duties, or (iv) any material breach of any employment, service, confidentiality or non-compete agreement entered into with the Company or any Subsidiary.

 

8.3             Modification of Rights Upon Termination. Notwithstanding the other provisions of this Section 8, upon a Participant’s termination of employment or other service with the Company and all Subsidiaries, the Committee may, in its sole discretion (which may be exercised at any time on or after the date of grant, including following such termination), cause

 



 

Options (or any part thereof) then held by such Participant to become or continue to become exercisable and/or remain exercisable following such termination of employment or service; provided, however, that no Option may remain exercisable beyond its expiration date.

 

8.4             Exercise of Incentive Stock Options Following Termination. Any Incentive Stock Option that remains unexercised more than one year following termination of employment by reason of Disability or more than three months following termination for any reason other than death or Disability will thereafter be deemed to be a Non-Statutory Stock Option.

 

8.5             Date of Termination of Employment or Other Service. Unless the Committee otherwise determines in its sole discretion, a Participant’s employment or other service will, for purposes of the Plan, be deemed to have terminated on the date recorded on the personnel or other records of the Company or the Subsidiary for which the Participant provides employment or other service, as determined by the Committee in its sole discretion based upon such records.

 

9.                                      Payment of Withholding Taxes.

 

9.1             General Rules. The Company is entitled to (a) withhold and deduct from future wages of the Participant (or from other amounts that may be due and owing to the Participant from the Company or a Subsidiary), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any and all foreign, federal, state and local withholding and employment-related tax requirements attributable to an Option or Restricted Stock, including, without limitation, the grant or exercise of an Option, the award of Restricted Stock or a disqualifying disposition of stock received upon exercise of an Incentive Stock Option, or (b) require the Participant promptly to remit the amount of such withholding to the Company before taking any action, including issuing any shares of Common Stock, with respect to an Option or Restricted Stock.

 

9.2             Special Rules. The Committee may, in its sole discretion and upon terms and conditions established by the Committee, permit or require a Participant to satisfy, in whole or in part, any withholding or employment-related tax obligation described in Section 9.1 of the Plan by electing to tender Previously Acquired Shares, a Broker Exercise Notice or a promissory note (on terms acceptable to the Committee in its sole discretion), or by a combination of such methods.

 

10.                               Change in Control.

 

10.1           Change in Control. For purposes of this Section 10, a “Change in Control” of the Company will mean the following:

 

(a)          any voluntary or involuntary liquidation, dissolution or winding up of the Company;

 

(b)          the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes), other than by means of a transaction or series of transactions in which the holders of the voting securities of the

 



 

Company outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), at least fifty percent (50%) of the total voting power represented by the voting securities of the surviving or acquiring corporation outstanding immediately after such transaction or series of transactions; and

 

(c)          a sale or other conveyance of all or substantially all of the assets of the Company, by means of a transaction or series of transactions.

 

10.2          Continuity Directors. For purposes of this Section 10, “Continuity Directors” of the Company means any individuals who are members of the Board on the effective date of the Plan and any individual who subsequently becomes a member of the Board whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the Continuity Directors (either by specific vote or by approval of the Company’s proxy statement in which such individual is named as a nominee for director without objection to such nomination) or by shareholders representing a majority of the issued and outstanding shares of the capital stock of the Company as of the date of the adoption of this Plan.

 

10.3          Effect of Change in Control. Without limiting the authority of the Committee under Sections 3.2 and 4.3 of the Plan, if a Change in Control of the Company occurs, then, unless otherwise provided by the Committee in its sole discretion in the agreement evidencing an Option or grant of Restricted Stock at the time of grant:

 

(a)             all outstanding Options will become immediately exercisable in full and will remain exercisable for the remainder of their terms, and all Restricted Stock will become Vested, as to all directors of the Company; and

 

(b)             for all other Participants, (i) if the Plan is assumed, otherwise continued or substituted with another equity incentive plan by the surviving or acquiring entity, the vesting set forth in the agreement evidencing such Option or Restricted Stock grant shall continue as set forth in such agreement, or (ii) if the Plan is not assumed, otherwise continued or substituted with another equity incentive plan by the surviving or acquiring entity, all rights of the Participant under the Plan and the agreement evidencing such Option grant shall (A) continue as to all Option or Restricted Stock grants that have then Vested (to the extent so Vested), (B) as to Option or Restricted Stock grants that, by their terms, vest upon the occurrence of a Change in Control and the occurrence of another event (such as a termination of employment), continue for a period of one year following the Change in Control and continue if Vested as of the end of such year or terminate if not then Vested, and (C) as to all other Option or Restricted Stock grants, immediately terminate upon such Change in Control (and the Participant shall thereafter have no further right to exercise such Option and the Participant shall forfeit all Restricted Stock not then Vested).

 

10.4          Cash Payment. If a Change in Control of the Company occurs, then the Committee may determine that some or all Participants holding outstanding Options or Unvested Restricted Stock will receive, with respect to some or all of the shares of Common Stock subject to such Options or Restricted Stock, as of the effective date of any such Change in Control of the Company, cash in an amount equal to the excess of the Fair Market Value of such shares

 



 

immediately prior to the effective date of such Change in Control of the Company over the exercise price per share of such Options.

 

10.5           Limitation on Change in Control Payments. Notwithstanding anything in Section 10.3 or 10.4 of the Plan to the contrary, if, with respect to a Participant, the acceleration of the exercisability of an Option as provided in Section 10.3 or the payment of cash in exchange for all or part of an Option as provided in Section 10.4 (which acceleration or payment could be deemed a “payment” within the meaning of Section 280G(b)(2) of the Code), together with any other “payments” that such Participant has the right to receive from the Company or any corporation that is a member of an “affiliated group” (as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a member, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the “payments” to such Participant pursuant to Section 10.3 or 10.4 of the Plan will be reduced to the largest amount as will result in no portion of such “payments” being subject to the excise tax imposed by Section 4999 of the Code; provided, however, that if a Participant is subject to a separate agreement with the Company or a Subsidiary that expressly addresses the potential application of Sections 280G or 4999 of the Code (including, without limitation, that “payments” under such agreement or otherwise will be reduced, that the Participant will have the discretion to determine which “payments” will be reduced, that such “payments” will not be reduced or that such “payments” will be “grossed up” for tax purposes), then this Section 10.5 will not apply, and any “payments” to a Participant pursuant to Section 10.3 or 10.4 of the Plan will be treated as “payments” arising under such separate agreement.

 

11.                               Rights of Eligible Recipients and Participants; Transferability.

 

11.1           Employment or Service. Nothing in the Plan will interfere with or limit in any way the right of the Company or any Subsidiary to terminate the employment or service of any Eligible Recipient or Participant at any time, nor confer upon any Eligible Recipient or Participant any right to continue in the employ or service of the Company or any Subsidiary.

 

11.2           Rights as a Shareholder. As a holder of Options, a Participant will have no rights as a shareholder unless and until such Options are exercised for, or paid in the form of, shares of Common Stock and the Participant becomes the holder of record of such shares. Except as otherwise provided in the Plan, no adjustment will be made for dividends or distributions with respect to such Options as to which there is a record date preceding the date the Participant becomes the holder of record of such shares, except as the Committee may determine in its discretion. As a holder of Restricted Stock, a Participant will have the rights set forth in Section 7 of the Plan.

 

11.3           Restrictions on Transfer of Options. Except pursuant to testamentary will or the laws of descent and distribution or as otherwise expressly permitted by the Plan, unless approved by the Committee in its sole discretion, no right or interest of any Participant in an Option prior to the exercise of such Option will be assignable or transferable, or subjected to any lien, during the lifetime of the Participant, either voluntarily or involuntarily, directly or indirectly, by operation of law or otherwise. A Participant will, however, be entitled to designate a beneficiary to receive an Option upon such Participant’s death, and in the event of a Participant’s death, payment of any amounts due under the Plan will be made to, and exercise of Options (to the

 



 

extent permitted pursuant to Section 8 of the Plan) may be made by, the Participant’s legal representatives, heirs and legatees.

 

11.4                        Restrictions Regarding Employment or Service.

 

(a)              Notwithstanding anything in the Plan to the contrary, in the event that the Committee determines, in its sole discretion, that a Participant, prior to or following such Participant’s termination of employment or other service with the Company or any Subsidiary, has taken Adverse Actions with respect to the Company or any Subsidiary, the Committee in its sole discretion will have the authority to terminate immediately all rights of the Participant under the Plan and any agreement evidencing Options or Unvested Restricted Stock awards then held by the Participant without notice of any kind. In such event, the Committee will also have the authority in its sole discretion to rescind the exercise of any Options or forfeit the award of any Restricted Stock of the Participant that have been exercised or become Vested since a date commencing one year prior to the date of such employment or service termination and require the Participant to disgorge any profits (however defined by the Committee) made by the Participant relating to such Options, or any shares issuable upon the exercise or vesting of such Options, or Restricted Stock. Such payment must be made in cash (including check, bank draft or money order) or, with the Committee’s consent, shares of Common Stock with a Fair Market Value on the date of payment equal to the amount of such payment. The Company will be entitled to withhold and deduct from future wages of the Participant (or from other amounts that may be due and owing to the Participant from the Company or a Subsidiary) or make other arrangements for the collection of all amounts necessary to satisfy such payment obligation.

 

(b)              For purposes of this Section 11.4, an “Adverse Action” will mean any action by a Participant that the Committee, in its sole discretion, determines is materially adverse to the interests of the Company or any Subsidiary, including, without limitation, (i) disclosing confidential information of the Company or any Subsidiary to any person not authorized by the Company to receive it, (ii) engaging, directly or indirectly, in any commercial activity that in the judgment of the Committee competes with the business of the Company or any Subsidiary, or (iii) interfering with the relationships of the Company or its Subsidiaries with their respective employees and customers.

 

11.5           Non-Exclusivity of the Plan. Nothing contained in the Plan is intended to modify or rescind any previously approved compensation plans or programs of the Company or create any limitations on the power or authority of the Board to adopt such additional or other compensation arrangements as the Board may deem necessary or desirable.

 

11.6           Stockholder Agreements. Upon the exercise of any Options or the award of any Restricted Stock, a Participant shall, at the request of the Company, execute and deliver such voting, co-sale and other agreements as the Company requests generally of holders of amounts of stock corresponding to that of such Participant; and if the Participant fails to execute and deliver any such agreement, such Participant shall nevertheless hold all stock subject to, and be bound by, such agreement.

 



 

12.                               Securities Law and Other Restrictions.

 

Notwithstanding any other provision of the Plan or any agreements entered into pursuant to the Plan, the Company will not be required to issue any shares of Common Stock under this Plan, and a Participant may not sell, assign, transfer or otherwise dispose of any Restricted Stock, or shares of Common Stock issued pursuant to Options granted under the Plan, unless (a) there is in effect with respect to such shares a registration statement under the Securities Act and any applicable state or foreign securities laws or an exemption from such registration under the Securities Act and applicable state or foreign securities laws, and (b) there has been obtained any other consent, approval or permit from any other regulatory body which the Committee, in its sole discretion, deems necessary or advisable. The Company may condition such issuance, sale or transfer upon the receipt of any representations or agreements from the parties involved, and the placement of any legends on certificates representing shares of Common Stock, as may be deemed necessary or advisable by the Company in order to comply with such securities law or other restrictions.

 

13.                               Plan Amendment, Modification and Termination.

 

The Board may suspend or terminate the Plan or any portion thereof at any time, and may amend the Plan from time to time in such respects as the Board may deem advisable in order that Options and Restricted Stock under the Plan will conform to any change in applicable laws or regulations or in any other respect the Board may deem to be in the best interests of the Company; provided, however, that no amendments to the Plan will be effective without approval of the shareholders of the Company if shareholder approval of the amendment is then required pursuant to Section 422 of the Code or the rules of any stock exchange or Nasdaq or similar regulatory body. No termination, suspension or amendment of the Plan may adversely affect any outstanding Option or Restricted Stock award without the consent of the affected Participant; provided, however, that this sentence will not impair the right of the Committee to take whatever action it deems appropriate under Sections 3.2 and 4.3 of the Plan.

 

14.                               Effective Date and Duration of the Plan.

 

The Plan is effective as of January 11, 2008, the date it was adopted by the Board. The Plan will terminate at midnight on January 11, 2018, and may be terminated prior to such time to by Board action, and no Option will be granted after such termination. Options outstanding upon termination of the Plan may continue to be exercised in accordance with their terms.

 

15.                               Miscellaneous.

 

15.1           Governing Law. The validity, construction, interpretation, administration and effect of the Plan and any rules, regulations and actions relating to the Plan will be governed by and construed exclusively in accordance with the laws of the State of Delaware, notwithstanding the conflicts of laws principles of any jurisdictions.

 

15.2           Successors and Assigns. The Plan will be binding upon and inure to the benefit of the successors and permitted assigns of the Company and the Participants.

 



EX-10.7 15 a2235179zex-10_7.htm EX-10.7

Exhibit 10.7

 

INSPIRE MEDICAL SYSTEMS, INC.

INCENTIVE STOCK OPTION AGREEMENT

PURSUANT TO 2007 STOCK INCENTIVE PLAN

 

THIS AGREEMENT is entered into and effective as of this xxx day of xxx, 201x (the “Date of Grant”), by and between Inspire Medical Systems, Inc. (the “Company”) and xxxx xxxxxxx (the “Optionee”).

 

A.                                    The Company has adopted the Inspire Medical Systems, Inc. 2007 Stock Incentive Plan (the “Plan”) authorizing the Board of Directors of the Company, or a committee as provided for in the Plan (the Board or such a committee to be referred to as the “Committee”), to grant incentive stock options to employees, directors and other persons providing valuable services to the Company and its Subsidiaries (as defined in the Plan).

 

B.                                    The Company desires to give the Optionee an inducement to acquire a proprietary interest in the Company and an added incentive to advance the interests of the Company by granting to the Optionee an option to purchase shares of common stock of the Company pursuant to the Plan.

 

Accordingly, the parties agree as follows:

 

1.                                      Grant of Option.

 

The Company hereby grants to the Optionee the right, privilege, and option (the “Option”) to purchase xxxx xxxxx (xx,xxx) shares (the “Option Shares”) of the Company’s common stock, $.001 par value (the “Common Stock”), according to the terms and subject to the conditions hereinafter set forth and as set forth in the Plan.  The Option is intended to be an “incentive stock option” as that term is defined in Section 422 of the Internal Revenue Code and is subject to the $100,000 limitation described in Section 6.6 of the Plan.

 

2.                                      Option Exercise Price.

 

The per share price to be paid by Optionee in the event of an exercise of the Option shall be $x.xx.

 

3.                                      Duration of Option and Time of Exercise.

 

3.1                               Initial Period of Exercisability.  The Option shall become vested and become exercisable with respect to the Option Shares over 48 months with 25% of the Option Shares vesting and becoming exercisable at the first year anniversary of the Date of Grant and the balance vesting and becoming exercisable on a monthly basis at a rate of 1/36 per month for the remaining 36 months, for so long as the Optionee is employed by the Company or any Subsidiary of the Company as of the date of vesting[; provided, however, that if (a) a Change in Control (as defined in the Plan) occurs, and (b) the Optionee’s employment with the Company is terminated by the Company without Cause (as defined in Section 3.2(b)(ii) below) within one year after such Change in Control occurs, then, effective automatically and immediately upon the effectiveness of such termination of employment, the Option shall become vested and be exercisable as to all otherwise

 



 

unvested Option Shares].  Note [text in bracket provided only on option agreements which include the double-trigger acceleration of vesting upon a change of control]

 

The foregoing rights to exercise this Option shall be cumulative with respect to the Option Shares becoming exercisable on each such date, but in no event will this Option be exercisable after, and this Option shall become void and expire as to all unexercised Option Shares at, 5:00 p.m. Minneapolis, Minnesota time) on the day before the tenth anniversary of the Date of Grant (the “Time of Termination”).

 

3.2                         Effect of Termination of Employment or Other Service.

 

(a)                                 Termination Due to Death, Disability, Retirement or Termination Without Cause.  In the event the Optionee’s employment or other service with the Company and all Subsidiaries is terminated by reason of death, Disability, Retirement, or termination by the Company without Cause (as defined in Section 3.2(b)(ii) below), or if the Optionee is in the employ of a Subsidiary and such Subsidiary ceases to be a Subsidiary of the Company (unless such Optionee continues in the employee of the Company or another Subsidiary), the Options then held by the Optionee shall remain exercisable, to the extent exercisable as of the date of such termination, for a period of three months after such termination (but in no event after the Time of Termination), and thereafter terminate.

 

(b)                                 Termination by the Company with Cause or by the Optionee.

 

(i)                                     In the event the Optionee’s employment or other service with the Company and all Subsidiaries is terminated by the Company (or such Subsidiary) for Cause or by the Optionee, all rights of the Optionee under the Plan and this Agreement shall immediately terminate without notice of any kind, and no Options then held by the Optionee shall thereafter be exercisable.

 

(ii)                                  For purposes of this Plan, “Cause” is as defined in any employment or other agreement or policy applicable to the Optionee or, if no such agreement or policy exists, means (i) dishonesty, fraud, misrepresentation, embezzlement or deliberate injury or attempted injury, in each case related to the Company or any Subsidiary, (ii) any unlawful or criminal activity of a serious nature, (iii) any intentional breach of a duty or duties that, individually or in the aggregate, are material in relation to the Optionee’s overall duties, or (iv) any material breach of any employment, service, confidentiality or non-compete agreement entered into with the Company or any Subsidiary.

 

3.3                         Termination of Option under Certain Circumstances.  The Option granted hereunder may be terminated or forfeited upon the occurrence of certain circumstances, including without limitation, a Change in Control of the Company, as more fully set forth in the Plan.

 

4.                                      Manner of Option Exercise.

 

4.1                               Notice.  This Option may be exercised by the Optionee in whole or in part from time to time, subject to the conditions contained in the Plan and in this Agreement, by delivery, in person, by facsimile or electronic transmission or through the mail, to the Company at its principal

 

2



 

executive office in Brooklyn Park, Minnesota (Attention: Chief Financial Officer), of a written notice of exercise.  Such notice must be in a form satisfactory to the Committee, must identify the Option, must specify the number of Option Shares with respect to which the Option is being exercised, and must be signed by the person or persons so exercising the Option.  Such notice must be accompanied by payment in full of the total purchase price of the Option Shares purchased.  In the event that the Option is being exercised, as provided by the Plan and Section 5.3 below, by any person or persons other than the Optionee, the notice must be accompanied by appropriate proof of right of such person or persons to exercise the Option.  As soon as practicable after the effective exercise of the Option, the Optionee shall be recorded on the stock transfer books of the Company as the owner of the Option Shares purchased, and the Company shall deliver to the Optionee one or more duly issued stock certificates evidencing such ownership.

 

4.2                               Payment.  At the time of exercise of this Option, the Optionee shall pay the total purchase price of the Option Shares to be purchased entirely in cash (including a check, bank draft or money order, payable to the order of the Company); provided, however, that the Committee, in its sole discretion, may allow such payment to be made, in whole or in part, by tender of a promissory note (on terms acceptable to the Committee in its sole discretion) or a Broker Exercise Notice or Previously Acquired Shares (as such terms are defined in the Plan), or by a combination of such methods.  In the event the Optionee is permitted to pay the total purchase price of this Option in whole or in part with Previously Acquired Shares, the value of such shares will be equal to their Fair Market Value on the date of exercise of this Option.

 

5.                                      Rights of Optionee; Transferability.

 

5.1                               Engagement or Employment.  Nothing in this Agreement shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate the engagement or employment of the Optionee at any time, nor confer upon the Optionee any right to continue in the service or employ of the Company or any Subsidiary at any particular position or rate of pay or for any particular period of time.

 

5.2                               Rights as a Shareholder.  The Optionee shall have no rights as a shareholder by reason of this Option unless and until all conditions to the effective exercise of this Option with respect to some or all of the Option Shares (including, without limitation, the conditions set forth in Sections 4 and 6 of this Agreement) have been satisfied and the Optionee has become the holder of record of such shares.  No adjustment shall be made for dividends or distributions with respect to this Option as to which there is a record date preceding the date the Optionee becomes the holder of record of such shares, except as may otherwise be provided in the Plan or determined by the Committee in its sole discretion.

 

5.3                               Restrictions on Transfer.  Except pursuant to testamentary will or the laws of descent and distribution or as otherwise expressly permitted by the Plan, no right or interest of the Optionee in this Option prior to exercise may be assigned or transferred, or subjected to any lien, during the lifetime of the Optionee, either voluntarily or involuntarily, directly or indirectly, by operation of law or otherwise.  The Optionee shall, however, be entitled to designate a beneficiary to receive this Option upon the Optionee’s death, and, in the event of the Optionee’s death, exercise of this Option (to the extent permitted pursuant to Section 3.2(a) of this Agreement) may be made by the Optionee’s legal representatives, heirs and legatees.

 

3



 

5.4                               Breach of Confidentiality or Non-Compete Agreements.  Notwithstanding anything in this Agreement or the Plan to the contrary, in the event that the Optionee materially breaches the terms of any confidentiality, proprietary rights or non-compete provisions of any agreement entered into with the Company or any Subsidiary (including any confidentiality, proprietary rights or non-compete agreement made in connection with the grant of this Option), whether such breach occurs before or after termination of the Optionee’s employment with the Company or any Subsidiary, the Committee in its sole discretion may immediately terminate all rights of the Optionee under the Plan and this Agreement without notice of any kind and may require the Optionee to disgorge any profits (however defined by the Committee) made by the Optionee relating to this Option or any Option Shares.

 

6.                                      Securities Law and Other Restrictions.

 

Notwithstanding any other provision of the Plan or this Agreement, the Company shall not be required to issue, and the Optionee may not sell, assign, transfer or otherwise dispose of, any Option Shares, unless (a) there is in effect with respect to the Option Shares a registration statement under the Securities Act of 1933, as amended, and any applicable state or foreign securities laws or an exemption from such registration, and (b) there has been obtained any other consent, approval or permit from any other regulatory body that the Committee, in its sole discretion, deems necessary or advisable.  The Company may condition such issuance, sale or transfer upon the receipt of any representations or agreements from the parties involved, and the placement of any legends on certificates representing the Option Shares, as may be deemed necessary or advisable by the Company in order to comply with such securities law or other restrictions.

 

7.                                      Withholding Taxes.

 

The Company is entitled to (a) withhold and deduct from future fees or wages of the Optionee (or from other amounts that may be due and owing to the Optionee from the Company), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any federal, state or local withholding and employment-related tax requirements attributable to the Option, including, without limitation, the grant or exercise of this Option or a disqualifying disposition of any Option Shares, or (b) require the Optionee promptly to remit the amount of such withholding to the Company before acting on the Optionee’s notice of exercise of this Option.  In the event that the Company is unable to withhold such amounts, for whatever reason, the Optionee agrees to pay to the Company an amount equal to the amount the Company would otherwise be required to withhold under federal, state or local law.

 

8.                                      Adjustments.

 

In the event of any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering, divestiture or extraordinary dividend (including a spin-off), or any other change in the corporate structure or shares of the Company, the Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving corporation), in order to prevent dilution or enlargement of the rights of the Optionee, shall make appropriate adjustment (which determination shall be conclusive) as to the number and kind of securities or other property (including cash) subject to, and the exercise price of, this Option.

 

4



 

9.                                      Subject to Plan.

 

The Option and the Option Shares granted and issued pursuant to this Agreement have been granted and issued under, and are subject to the terms of, the Plan.  The terms of the Plan are incorporated by reference in this Agreement in their entirety, and the Optionee, by execution of this Agreement, acknowledges having received a copy of the Plan.  The provisions of this Agreement shall be interpreted as to be consistent with the Plan, and any ambiguities in this Agreement shall be interpreted by reference to the Plan.  In the event that any provision of this Agreement are inconsistent with the terms of the Plan, the terms of the Plan shall prevail.  Capitalized terms used but not otherwise defined in this Agreement are used in this Agreement as defined in the Plan.

 

10.                               Stockholder Agreements.

 

Upon the exercise of the Option, the Optionee shall, at the request of the Company, execute and deliver such voting, co-sale and other agreements as the Company requests generally of holders of amounts of stock corresponding to that of such Optionee; and if the Optionee fails to execute and deliver any such agreement, such Optionee shall nevertheless hold all stock subject to, and be bound by, such agreement.

 

11.                               Miscellaneous.

 

11.1                        Binding Effect.  This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties to this Agreement.

 

11.2                        Governing Law.  This Agreement and all rights and obligations under this Agreement shall be construed in accordance with the Plan and governed by the laws of the State of Delaware, without regard to conflicts of laws provisions.  Any legal proceeding related to this Agreement shall be brought in an appropriate Delaware court, and the parties to this Agreement consent to the exclusive jurisdiction of such court for this purpose.

 

11.3                        Entire Agreement.  This Agreement and the Plan set forth the entire agreement and understanding of the parties to this Agreement with respect to the grant and exercise of this Option and the administration of the Plan and supersede all prior agreements, arrangements, plans and understandings relating to the grant and exercise of this Option and the administration of the Plan.

 

11.4                        Amendment and Waiver.  Other than as provided in the Plan, this Agreement may be amended, waived, modified or canceled only by a written instrument executed by the parties to this Agreement or, in the case of a waiver, by the party waiving compliance.

 

11.5                        Employment Agreement.  The Options evidenced by this Agreement are those referenced in that certain Executive Employment Agreement (the “Employment Agreement”) between the Company and the Optionee, and this Agreement supersedes entirely the provisions of the Employment Agreement concerning such Options.

 

5



 

The parties to this Agreement have executed this Agreement effective the day and year first above written.

 

 

INSPIRE MEDICAL SYSTEMS, INC.

 

 

 

 

 

By

 

 

 

Timothy P. Herbert

 

Its:

President

 

 

 

By execution of this Agreement,

OPTIONEE

the Optionee acknowledges having

 

received a copy of the Plan.

 

 

 

 

Xxx xxxxxxx

 

0000 xxxxxx

 

xxxxxxx, xxxxx xxxxx

 

6



EX-10.8 16 a2235179zex-10_8.htm EX-10.8

Exhibit 10.8

 

INSPIRE MEDICAL SYSTEMS, INC.

 

2017 STOCK INCENTIVE PLAN

 

1.                                      Purpose of Plan.

 

The purpose of the Inspire Medical Systems, Inc. 2017 Stock Incentive Plan (the “Plan”) is to advance the interests of Inspire Medical Systems, Inc. (the “Company”) and its shareholders by enabling the Company and its Subsidiaries to motivate key employees, directors and other persons providing valuable services to the Company and its Subsidiaries by providing an incentive to such individuals through equity participation in the Company and by rewarding such individuals who contribute to the achievement by the Company of its economic objectives.

 

2.                                      Definitions.

 

The following terms will have the meanings set forth below, unless the context clearly otherwise requires:

 

2.1                               Adverse Actions” mean the actions described in Section 11.4 of the Plan.

 

2.2                               Board” means the Board of Directors of the Company.

 

2.3                               Broker Exercise Notice” means a written notice pursuant to which a Participant, upon exercise of an Option, irrevocably instructs a broker or dealer to sell a sufficient number of shares or loan a sufficient amount of money to pay all or a portion of the exercise price of the Option and/or any related withholding tax obligations and remit such sums to the Company and directs the Company to deliver stock certificates to be issued upon such exercise directly to such broker or dealer.

 

2.4                               Change in Control” means an event described in Section 10.1 of the Plan.

 

2.5                                   Code” means the Internal Revenue Code of 1986, as amended.

 

2.6                               Committee” means the group of individuals administering the Plan, as provided in Section 3 of the Plan.

 

2.7                               Common Stock” means the common stock of the Company, $.001 par value, or the number and kind of shares of stock or other securities into which such common stock may be changed in accordance with Section 4.3 of the Plan.

 

2.8                               Disability” means the disability of the Participant such as would entitle the Participant to receive disability income benefits pursuant to the long-term disability plan of the Company or Subsidiary then covering the Participant or, if no such plan exists or is applicable to the Participant, the permanent and total disability of the Participant within the meaning of Section 22(e)(3) of the Code.

 



 

2.9                               Eligible Recipients” means all employees of the Company or any Subsidiary and any non-employee directors, consultants and independent contractors of the Company or any Subsidiary.

 

2.10                        Exchange Act” means the Securities Exchange Act of 1934, as amended.

 

2.11                        Fair Market Value” means, with respect to the Common Stock, as of any date (or, if no shares were traded or quoted on such date, as of the next preceding date on which there was such a trade or quote) (a) the mean between the reported high and low sale prices of the Common Stock if the Common Stock is listed, admitted to unlisted trading privileges or reported on any foreign or national securities exchange or on the Nasdaq National Market or an equivalent foreign market on which sale prices are reported; (b) if the Common Stock is not so listed, admitted to unlisted trading privileges or reported, the closing bid price as reported by the Nasdaq SmallCap Market, OTC Bulletin Board or the National Quotation Bureau, Inc. or other comparable service; or (c) if the Common Stock is not so listed or reported, such price as the Committee determines in good faith in the exercise of its reasonable discretion.

 

2.12                        Incentive Stock Option” means a right to purchase Common Stock granted to an Eligible Recipient pursuant to Section 6 of the Plan that qualifies as an “incentive stock option” within the meaning of Section 422 of the Code.

 

2.13                        Non-Statutory Stock Option” means a right to purchase Common Stock granted to an Eligible Recipient pursuant to Section 6 of the Plan that does not qualify as an Incentive Stock Option.

 

2.14                        Option” means an Incentive Stock Option or a Non-Statutory Stock Option.

 

2.15                        Participant” means an Eligible Recipient who receives one or more Options or Restricted Stock Awards under the Plan.

 

2.16                        Previously Acquired Shares” means shares of Common Stock that are already owned by the Participant or, with respect to any Option, that are to be issued upon the exercise of such Option.

 

2.17                        Restricted Stock” means an award of shares of Common Stock that are subject to restrictions under Section 7 below.

 

2.18                        Restriction Period” has the meaning set forth in Section 7.3 below.

 

2.19                        Retirement” means termination of employment or service pursuant to and in accordance with the regular (or, if approved by the Board for purposes of the Plan, early) retirement/pension plan or practice of the Company or Subsidiary then covering the Participant, provided that if the Participant is not covered by any such plan or practice, the Participant will be deemed to be covered by the Company’s plan or practice for purposes of this determination.

 

2.20                        Securities Act” means the Securities Act of 1933, as amended.

 

2



 

2.21                        Subsidiary” means any entity that is directly or indirectly controlled by the Company or any entity in which the Company has a significant equity interest, as determined by the Committee.

 

2.22                        Unvested,” with respect to Restricted Stock, means Restricted Stock that is not Vested.

 

2.23                        Vested,” with respect to Restricted Stock, means Restricted Stock as to which the Restriction Period has expired.

 

3.                                      Plan Administration.

 

3.1                               The Committee. The Plan will be administered by the Board or by a committee of the Board. So long as the Company has a class of its equity securities registered under Section 12 of the Exchange Act, any committee administering the Plan will consist solely of two or more members of the Board who are “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act. Such a committee, if established, will act by majority approval of the members (but may also take action with the written consent of a majority of the members of such committee), and a majority of the members of such a committee will constitute a quorum. As used in the Plan, “Committee” will refer to the Board or to such a committee, if established. To the extent consistent with corporate law, the Committee may delegate to any officers of the Company the duties, power and authority of the Committee under the Plan pursuant to such conditions or limitations as the Committee may establish; provided, however, that only the Committee may exercise such duties, power and authority with respect to Eligible Recipients who are subject to Section 16 of the Exchange Act. The Committee may exercise its duties, power and authority under the Plan in its sole and absolute discretion without the consent of any Participant or other party, unless the Plan specifically provides otherwise. Each determination, interpretation or other action made or taken by the Committee pursuant to the provisions of the Plan will be final, conclusive and binding for all purposes and on all persons, including, without limitation, the Company, the shareholders of the Company, the Participants and their respective successors-in-interest. No member of the Committee will be liable for any action or determination made in good faith with respect to the Plan or any Option granted under the Plan.

 

3.2                               Authority of the Committee.

 

(a)                                 In accordance with and subject to the provisions of the Plan, the Committee will have the authority to determine all provisions of Options and Restricted Stock as the Committee may deem necessary or desirable and as consistent with the terms of the Plan, including, without limitation, the following: (i) the Eligible Recipients to be selected as Participants; (ii) the nature and extent of the Options and Restricted Stock to be made to each Participant (including the number of shares of Common Stock to be subject to each Option or Restricted Stock award, the exercise price and the manner in which Options will become exercisable) and the form of written agreement, if any, evidencing such Option or Restricted Stock award; (iii) the time or times when Options will be granted and Restricted Stock will be awarded; (iv) the duration of each Option; and (v) the restrictions and other conditions to which the Options and Restricted Stock may be subject.

 

3



 

(b)                                 The Committee will have the authority under the Plan to amend or modify the terms of any outstanding Option and the Unvested portion of any Restricted Stock award in any manner, including, without limitation, the authority to modify the number of shares or other terms and conditions of an Option or the Unvested portion of a Restricted Stock award, extend the term of an Option, accelerate the exercisability or otherwise terminate any restrictions relating to an Option or the Unvested portion of a Restricted Stock award, accept the surrender of any outstanding Option or the Unvested portion of a Restricted Stock award or, to the extent not previously exercised or vested, authorize the grant of new Options or Restricted Stock awards in substitution for surrendered Options; provided, however that the amended or modified terms are permitted by the Plan as then in effect and that any Participant adversely affected by such amended or modified terms has consented to such amendment or modification. No amendment or modification to an Option or the Unvested portion of a Restricted Stock award, however, whether pursuant to this Section 3.2 or any other provisions of the Plan, will be deemed to be a re-grant of such Option or the Unvested portion of a Restricted Stock award for purposes of this Plan.

 

(c)                                  In the event of (i) any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering, extraordinary dividend or divestiture (including a spin-off) or any other change in corporate structure or shares, (ii) any purchase, acquisition, sale or disposition of a significant amount of assets or a significant business, (iii) any change in accounting principles or practices, or (iv) any other similar change, in each case with respect to the Company or any other entity whose performance is relevant to the grant or vesting of an Option or Restricted Stock award, the Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving corporation) may, without the consent of any affected Participant, amend or modify the conditions to the exercisability of any outstanding Option or Vesting of a Restricted Stock award that is based in whole or in part on the financial performance of the Company (or any Subsidiary or division thereof) or such other entity so as equitably to reflect such event, with the desired result that the criteria for evaluating such financial performance of the Company or such other entity will be substantially the same (in the sole discretion of the Committee or the board of directors of the surviving corporation) following such event as prior to such event; provided, however, that the amended or modified terms are permitted by the Plan as then in effect.

 

4.                                      Shares Available for Issuance.

 

4.1                               Maximum Number of Shares Available. Subject to adjustment as provided in Section 4.3 of the Plan, the maximum number of shares of Common Stock that will be available for issuance under the Plan will be 2,099,565 shares of Common Stock.

 

4.2                               Accounting for Options and Restricted Stock. Shares of Common Stock that are issued under the Plan, as Restricted Stock or otherwise, or that are subject to outstanding Options will be applied to reduce the maximum number of shares of Common Stock remaining available for issuance under the Plan. Any shares of Common Stock that are subject to an Option that lapses, expires, is forfeited or for any reason is terminated unexercised and any shares of

 

4



 

Common Stock that are subject to an Option that is settled or paid in cash or any form other than shares of Common Stock will automatically again become available for issuance under the Plan. Any shares subject to any Restricted Stock award granted hereunder that are forfeited or terminated shall again be available for distribution in connection with future awards under the Plan

 

4.3                               Adjustments to Shares and Options. In the event of any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering, divestiture or extraordinary dividend (including a spin- off) or any other change in the corporate structure or shares of the Company, the Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving corporation) will make appropriate adjustment (which determination will be conclusive) as to the number and kind of securities or other property (including cash) available for issuance or payment under the Plan and, in order to prevent dilution or enlargement of the rights of Participants, the number and kind of securities or other property (including cash) subject to, and the exercise price of, outstanding Options.

 

5.                                      Participation.

 

Participants in the Plan will be those Eligible Recipients who, in the judgment of the Committee, have contributed, are contributing or are expected to contribute to the achievement of economic objectives of the Company or its Subsidiaries. Eligible Recipients may be granted from time to time one or more Options or Restricted Stock as may be determined by the Committee in its sole discretion.  Options and Restricted Stock will be deemed to be granted as of the date specified in the grant resolution of the Committee, which date will be the date of any related agreement with the Participant.

 

6.                                      Options.

 

6.1                               Grant. An Eligible Recipient may be granted one or more Options under the Plan, and such Options will be subject to such terms and conditions, consistent with the other provisions of the Plan, as may be determined by the Committee in its sole discretion. The Committee may designate whether an Option is to be considered an Incentive Stock Option or a Non-Statutory Stock Option. To the extent that any Incentive Stock Option granted under the Plan ceases for any reason to qualify as an “incentive stock option” for purposes of Section 422 of the Code, such Incentive Stock Option will continue to be outstanding for purposes of the Plan but will thereafter be deemed to be a Non-Statutory Stock Option.

 

6.2                               Exercise Price. The per share price to be paid by a Participant upon exercise of an Option will be determined by the Committee in its discretion at the time of the Option grant; provided, however, that (a) such price will not be less than 100% of the Fair Market Value of one share of Common Stock on the date of grant with respect to an Incentive Stock Option (110% of the Fair Market Value if, at the time the Incentive Stock Option is granted, the Participant owns, directly or indirectly, more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary corporation of the Company), and (b) such price will not be less than 100% of the Fair Market Value of one share of Common Stock on the date of grant with respect to a Non-Statutory Stock Option.

 

5



 

6.3                               Exercisability and Duration. An Option will become exercisable at such times and in such installments as may be determined by the Committee in its sole discretion at the time of grant; provided, however, that no Incentive Stock Option may be exercisable after 10 years from its date of grant (five years from its date of grant if, at the time the Incentive Stock Option is granted, the Participant owns, directly or indirectly, more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary corporation of the Company).

 

6.4                               Payment of Exercise Price. The total purchase price of the shares to be purchased upon exercise of an Option must be paid entirely in cash (including check, bank draft or money order); provided, however, that the Committee, in its sole discretion and upon terms and conditions established by the Committee, may allow such payments to be made, in whole or in part, by tender of a Broker Exercise Notice, Previously Acquired Shares, a promissory note (on terms acceptable to the Committee in its sole discretion) or by a combination of such methods.

 

6.5                               Manner of Exercise. An Option may be exercised by a Participant in whole or in part from time to time, subject to the conditions contained in the Plan and in the agreement evidencing such Option, by delivery in person, by facsimile or electronic transmission or through the mail of written notice of exercise to the Company (Attention: Chief Financial Officer) at its principal executive office in Maple Grove, Minnesota and by paying in full the total exercise price for the shares of Common Stock to be purchased in accordance with Section 6.4 of the Plan.

 

6.6                               Aggregate Limitation of Stock Subject to Incentive Stock Options. To the extent that the aggregate Fair Market Value (determined as of the date an Incentive Stock Option is granted) of the shares of Common Stock with respect to which incentive stock options (within the meaning of Section 422 of the Code) are exercisable for the first time by a Participant during any calendar year (under the Plan and any other incentive stock option plans of the Company or any subsidiary or parent corporation of the Company (within the meaning of the Code)) exceeds $100,000 (or such other amount as may be prescribed by the Code from time to time), such excess Options will be treated as Non-Statutory Stock Options. The determination will be made by taking incentive stock options into account in the order in which they were granted. If such excess only applies to a portion of an Incentive Stock Option, the Committee, in its discretion, will designate which shares will be treated as shares to be acquired upon exercise of an Incentive Stock Option.

 

7.                                      Restricted Stock.

 

7.1                               Administration. Shares of Restricted Stock may be issued either alone or in addition to other awards granted under the Plan. The Committee shall determine the Eligible Recipients to whom, and the time or times at which, grants of Restricted Stock will be made, the number of shares to be awarded, the time or times within which such awards may be subject to forfeiture, and all other conditions of the awards. The Committee may also condition the grant of Restricted Stock upon the attainment of specified performance goals. The provisions of Restricted Stock awards need not be the same with respect to each recipient.

 

6



 

7.2                               Awards and Certificates. The prospective recipient of an award of shares of Restricted Stock shall not have any rights with respect to such award, unless and until such recipient has executed an agreement evidencing the award and has delivered a fully executed copy thereof to the Company, and has otherwise complied with the then applicable terms and conditions.

 

(a)                                 Each participant shall be issued a stock certificate in respect of shares of Restricted Stock awarded under the Plan. Such certificate shall be registered in the name of the participant, and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such award, substantially in the following form:

 

“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Inspire Medical Systems, Inc. 2017 Stock Incentive Plan and an Agreement entered into between the registered owner and Inspire Medical Systems, Inc. Copies of the Plan and Agreement are on file in the offices of Inspire Medical Systems, Inc., 9700 63rd Avenue N, Ste. 200, Maple Grove, MN 55369.”

 

(b)                                 The Committee shall require that the stock certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed, and that, as a condition of any Restricted Stock award, the participant shall have delivered a stock power, endorsed in blank, relating to the Common Stock covered by such award.

 

7.3                               Restrictions and Conditions. The shares of Restricted Stock awarded pursuant to the Plan shall be subject to the following restrictions and conditions:

 

(a)                                 Subject to the provisions of this Plan and the award agreement, during a period set by the Committee commencing with the date of such award (the “Restriction Period”), the Participant shall not be permitted to sell, transfer, pledge or assign shares of Restricted Stock awarded under the Plan. Within these limits, the Committee may provide for the lapse of such restrictions in installments where deemed appropriate.

 

(b)                                 Except as provided in paragraph (a) of this Section 7.3, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a shareholder of the Company, including the right to vote the shares and the right to receive any cash dividends. The Committee, in its sole discretion, may permit or require the payment of cash dividends to be deferred and, if the Committee so determines, reinvested in additional shares of Restricted Stock (to the extent shares are available under Section 4). Certificates for shares of unrestricted Common Stock shall be delivered to the grantee promptly after, and only after, the period of forfeiture shall have expired without forfeiture in respect of such shares of Restricted Stock.

 

7



 

(c)                                  Subject to the provisions of the award agreement and paragraph (d) of this Section 7.3, upon termination of employment for any reason during the Restriction Period, all shares still subject to restriction shall be forfeited by the Participant.

 

(d)                                 In the event of special hardship circumstances of a Participant whose employment is terminated (other than for Cause, as defined below), including death, Disability or Retirement, or in the event of an unforeseeable emergency of a Participant still in service, the Committee may, in its sole discretion, when it finds that a waiver would be in the best interest of the Company, waive in whole or in part any or all remaining restrictions with respect to such participant’s shares of Restricted Stock.

 

8.                                      Effect of Termination of Employment or Other Service.

 

8.1                               Termination Due to Death, Disability, Retirement or Termination Without Cause. Unless otherwise provided by the Committee in its sole discretion in the agreement evidencing an Option, in the event a Participant’s employment or other service with the Company and all Subsidiaries is terminated by reason of death, Disability, Retirement, or termination by the Company without Cause (as defined in Section 8.2 below) or if a Participant is in the employ of a Subsidiary and such Subsidiary ceases to be a Subsidiary of the Company (unless such Participant continues in the employee of the Company or another Subsidiary), all outstanding Options then held by the Participant will remain exercisable, to the extent exercisable as of the date of such termination, for a period of three months after such termination (but in no event after the expiration date of any such Option), and thereafter terminate.

 

8.2                               Termination by Company with Cause or by Participant.

 

(a)                                 Unless otherwise provided by the Committee in its sole discretion in the agreement evidencing an Option, in the event a Participant’s employment or other service with the Company and all Subsidiaries is terminated by the Company (or such Subsidiary) for Cause or by the Participant, all rights of the Participant under the Plan and any agreements evidencing an Option will immediately terminate without notice of any kind, and no Options then held by the Participant will thereafter be exercisable.

 

(b)                                 For purposes of this Plan, “Cause” is as defined in any employment or other agreement or policy applicable to the Participant or, if no such agreement or policy exists, means (i) dishonesty, fraud, misrepresentation, embezzlement or deliberate injury or attempted injury, in each case related to the Company or any Subsidiary, (ii) any unlawful or criminal activity of a serious nature, (iii) any intentional and deliberate breach of a duty or duties that, individually or in the aggregate, are material in relation to the Participant’s overall duties, or (iv) any material breach of any employment, service, confidentiality or non-compete agreement entered into with the Company or any Subsidiary.

 

8.3                               Modification of Rights Upon Termination. Notwithstanding the other provisions of this Section 8, upon a Participant’s termination of employment or other service with the Company and all Subsidiaries, the Committee may, in its sole discretion (which may be exercised at any time on or after the date of grant, including following such termination), cause

 

8



 

Options (or any part thereof) then held by such Participant to become or continue to become exercisable and/or remain exercisable following such termination of employment or service; provided, however, that no Option may remain exercisable beyond its expiration date.

 

8.4                               Exercise of Incentive Stock Options Following Termination. Any Incentive Stock Option that remains unexercised more than one year following termination of employment by reason of Disability or more than three months following termination for any reason other than death or Disability will thereafter be deemed to be a Non-Statutory Stock Option.

 

8.5                               Date of Termination of Employment or Other Service. Unless the Committee otherwise determines in its sole discretion, a Participant’s employment or other service will, for purposes of the Plan, be deemed to have terminated on the date recorded on the personnel or other records of the Company or the Subsidiary for which the Participant provides employment or other service, as determined by the Committee in its sole discretion based upon such records.

 

9.                                      Payment of Withholding Taxes.

 

9.1                               General Rules. The Company is entitled to (a) withhold and deduct from future wages of the Participant (or from other amounts that may be due and owing to the Participant from the Company or a Subsidiary), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any and all foreign, federal, state and local withholding and employment-related tax requirements attributable to an Option or Restricted Stock, including, without limitation, the grant or exercise of an Option, the award of Restricted Stock or a disqualifying disposition of stock received upon exercise of an Incentive Stock Option, or (b) require the Participant promptly to remit the amount of such withholding to the Company before taking any action, including issuing any shares of Common Stock, with respect to an Option or Restricted Stock.

 

9.2                               Special Rules. The Committee may, in its sole discretion and upon terms and conditions established by the Committee, permit or require a Participant to satisfy, in whole or in part, any withholding or employment-related tax obligation described in Section 9.1 of the Plan by electing to tender Previously Acquired Shares, a Broker Exercise Notice or a promissory note (on terms acceptable to the Committee in its sole discretion), or by a combination of such methods.

 

10.                               Change in Control.

 

10.1                        Change in Control. For purposes of this Section 10, a “Change in Control” of the Company will mean the following:

 

(a)                                 any voluntary or involuntary liquidation, dissolution or winding up of the Company;

 

(b)                                 the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes), other than by means of a transaction or series of transactions in which the holders of the voting securities of the

 

9



 

Company outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), at least fifty percent (50%) of the total voting power represented by the voting securities of the surviving or acquiring corporation outstanding immediately after such transaction or series of transactions; and

 

(c)                                  a sale or other conveyance of all or substantially all of the assets of the Company, by means of a transaction or series of transactions.

 

10.2                        Continuity Directors. For purposes of this Section 10, “Continuity Directors” of the Company means any individuals who are members of the Board on the effective date of the Plan and any individual who subsequently becomes a member of the Board whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the Continuity Directors (either by specific vote or by approval of the Company’s proxy statement in which such individual is named as a nominee for director without objection to such nomination) or by shareholders representing a majority of the issued and outstanding shares of the capital stock of the Company as of the date of the adoption of this Plan.

 

10.3                        Effect of Change in Control. Without limiting the authority of the Committee under Sections 3.2 and 4.3 of the Plan, if a Change in Control of the Company occurs, then, unless otherwise provided by the Committee in its sole discretion in the agreement evidencing an Option or grant of Restricted Stock at the time of grant:

 

(a)                                 all outstanding Options will become immediately exercisable in full and will remain exercisable for the remainder of their terms, and all Restricted Stock will become Vested, as to all directors of the Company; and

 

(b)                                 for all other Participants, (i) if the Plan is assumed, otherwise continued or substituted with another equity incentive plan by the surviving or acquiring entity, the vesting set forth in the agreement evidencing such Option or Restricted Stock grant shall continue as set forth in such agreement, or (ii) if the Plan is not assumed, otherwise continued or substituted with another equity incentive plan by the surviving or acquiring entity, all rights of the Participant under the Plan and the agreement evidencing such Option grant shall (A) continue as to all Option or Restricted Stock grants that have then Vested (to the extent so Vested), (B) as to Option or Restricted Stock grants that, by their terms, vest upon the occurrence of a Change in Control and the occurrence of another event (such as a termination of employment), continue for a period of one year following the Change in Control and continue if Vested as of the end of such year or terminate if not then Vested, and (C) as to all other Option or Restricted Stock grants, immediately terminate upon such Change in Control (and the Participant shall thereafter have no further right to exercise such Option and the Participant shall forfeit all Restricted Stock not then Vested).

 

10.4                        Cash Payment. If a Change in Control of the Company occurs, then the Committee may determine that some or all Participants holding outstanding Options or Unvested Restricted Stock will receive, with respect to some or all of the shares of Common Stock subject to such Options or Restricted Stock, as of the effective date of any such Change in Control of the Company, cash in an amount equal to the excess of the Fair Market Value of such shares

 

10



 

immediately prior to the effective date of such Change in Control of the Company over the exercise price per share of such Options.

 

10.5                        Limitation on Change in Control Payments. Notwithstanding anything in Section 10.3 or 10.4 of the Plan to the contrary, if, with respect to a Participant, the acceleration of the exercisability of an Option as provided in Section 10.3 or the payment of cash in exchange for all or part of an Option as provided in Section 10.4 (which acceleration or payment could be deemed a “payment” within the meaning of Section 280G(b)(2) of the Code), together with any other “payments” that such Participant has the right to receive from the Company or any corporation that is a member of an “affiliated group” (as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a member, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the “payments” to such Participant pursuant to Section 10.3 or 10.4 of the Plan will be reduced to the largest amount as will result in no portion of such “payments” being subject to the excise tax imposed by Section 4999 of the Code; provided, however, that if a Participant is subject to a separate agreement with the Company or a Subsidiary that expressly addresses the potential application of Sections 280G or 4999 of the Code (including, without limitation, that “payments” under such agreement or otherwise will be reduced, that the Participant will have the discretion to determine which “payments” will be reduced, that such “payments” will not be reduced or that such “payments” will be “grossed up” for tax purposes), then this Section 10.5 will not apply, and any “payments” to a Participant pursuant to Section 10.3 or 10.4 of the Plan will be treated as “payments” arising under such separate agreement.

 

11.                               Rights of Eligible Recipients and Participants; Transferability.

 

11.1                        Employment or Service. Nothing in the Plan will interfere with or limit in any way the right of the Company or any Subsidiary to terminate the employment or service of any Eligible Recipient or Participant at any time, nor confer upon any Eligible Recipient or Participant any right to continue in the employ or service of the Company or any Subsidiary.

 

11.2                        Rights as a Shareholder. As a holder of Options, a Participant will have no rights as a shareholder unless and until such Options are exercised for, or paid in the form of, shares of Common Stock and the Participant becomes the holder of record of such shares. Except as otherwise provided in the Plan, no adjustment will be made for dividends or distributions with respect to such Options as to which there is a record date preceding the date the Participant becomes the holder of record of such shares, except as the Committee may determine in its discretion. As a holder of Restricted Stock, a Participant will have the rights set forth in Section 7 of the Plan.

 

11.3                        Restrictions on Transfer of Options. Except pursuant to testamentary will or the laws of descent and distribution or as otherwise expressly permitted by the Plan, unless approved by the Committee in its sole discretion, no right or interest of any Participant in an Option prior to the exercise of such Option will be assignable or transferable, or subjected to any lien, during the lifetime of the Participant, either voluntarily or involuntarily, directly or indirectly, by operation of law or otherwise. A Participant will, however, be entitled to designate a beneficiary to receive an Option upon such Participant’s death, and in the event of a Participant’s death, payment of any amounts due under the Plan will be made to, and exercise of Options (to the

 

11



 

extent permitted pursuant to Section 8 of the Plan) may be made by, the Participant’s legal representatives, heirs and legatees.

 

11.4                        Restrictions Regarding Employment or Service.

 

(a)                                 Notwithstanding anything in the Plan to the contrary, in the event that the Committee determines, in its sole discretion, that a Participant, prior to or following such Participant’s termination of employment or other service with the Company or any Subsidiary, has taken Adverse Actions with respect to the Company or any Subsidiary, the Committee in its sole discretion will have the authority to terminate immediately all rights of the Participant under the Plan and any agreement evidencing Options or Unvested Restricted Stock awards then held by the Participant without notice of any kind. In such event, the Committee will also have the authority in its sole discretion to rescind the exercise of any Options or forfeit the award of any Restricted Stock of the Participant that have been exercised or become Vested since a date commencing one year prior to the date of such employment or service termination and require the Participant to disgorge any profits (however defined by the Committee) made by the Participant relating to such Options, or any shares issuable upon the exercise or vesting of such Options, or Restricted Stock. Such payment must be made in cash (including check, bank draft or money order) or, with the Committee’s consent, shares of Common Stock with a Fair Market Value on the date of payment equal to the amount of such payment.  The Company will be entitled to withhold and deduct from future wages of the Participant (or from other amounts that may be due and owing to the Participant from the Company or a Subsidiary) or make other arrangements for the collection of all amounts necessary to satisfy such payment obligation.

 

(b)                                 For purposes of this Section 11.4, an “Adverse Action” will mean any action by a Participant that the Committee, in its sole discretion, determines is materially adverse to the interests of the Company or any Subsidiary, including, without  limitation, (i) disclosing confidential information of the Company or any Subsidiary to any person not authorized by the Company to receive it, (ii) engaging, directly or indirectly, in any commercial activity that in the judgment of the Committee competes with the business of the Company or any Subsidiary, or (iii) interfering with the relationships of the Company or its Subsidiaries with their respective employees and customers.

 

11.5                        Non-Exclusivity of the Plan. Nothing contained in the Plan is intended to modify or rescind any previously approved compensation plans or programs of the Company or create any limitations on the power or authority of the Board to adopt such additional or other compensation arrangements as the Board may deem necessary or desirable.

 

11.6                        Stockholder Agreements. Upon the exercise of any Options or the award of any Restricted Stock, a Participant shall, at the request of the Company, execute and deliver such voting, co-sale and other agreements as the Company requests generally of holders of amounts of stock corresponding to that of such Participant; and if the Participant fails to execute and deliver any such agreement, such Participant shall nevertheless hold all stock subject to, and be bound by, such agreement.

 

12



 

12.                               Securities Law and Other Restrictions.

 

Notwithstanding any other provision of the Plan or any agreements entered into pursuant to the Plan, the Company will not be required to issue any shares of Common Stock under this Plan, and a Participant may not sell, assign, transfer or otherwise dispose of any Restricted Stock, or shares of Common Stock issued pursuant to Options granted under the Plan, unless (a) there is in effect with respect to such shares a registration statement under the Securities Act and any applicable state or foreign securities laws or an exemption from such registration under the Securities Act and applicable state or foreign securities laws, and (b) there has been obtained any other consent, approval or permit from any other regulatory body which the Committee, in its sole discretion, deems necessary or advisable. The Company may condition such issuance, sale or transfer upon the receipt of any representations or agreements from the parties involved, and the placement of any legends on certificates representing shares of Common Stock, as may be deemed necessary or advisable by the Company in order to comply with such securities law or other restrictions.

 

13.                               Plan Amendment, Modification and Termination.

 

The Board may suspend or terminate the Plan or any portion thereof at any time, and may amend the Plan from time to time in such respects as the Board may deem advisable in order that Options and Restricted Stock under the Plan will conform to any change in applicable laws or regulations or in any other respect the Board may deem to be in the best interests of the Company; provided, however, that no amendments to the Plan will be effective without approval of the shareholders of the Company if shareholder approval of the amendment is then required pursuant to Section 422 of the Code or the rules of any stock exchange or Nasdaq or similar regulatory body. No termination, suspension or amendment of the Plan may adversely affect any outstanding Option or Restricted Stock award without the consent of the affected Participant; provided, however, that this sentence will not impair the right of the Committee to take whatever action it deems appropriate under Sections 3.2 and 4.3 of the Plan.

 

14.                               Effective Date and Duration of the Plan.

 

The Plan is effective as of November 28, 2017, the date it was adopted by the Board.  The Plan will terminate at midnight on November 28, 2027, and may be terminated prior to such time to by Board action, and no Option will be granted after such termination. Options outstanding upon termination of the Plan may continue to be exercised in accordance with their terms.

 

15.                               Miscellaneous.

 

15.1                        Governing Law. The validity, construction, interpretation, administration and effect of the Plan and any rules, regulations and actions relating to the Plan will be governed by and construed exclusively in accordance with the laws of the State of Delaware, notwithstanding the conflicts of laws principles of any jurisdictions.

 

15.2                        Successors and Assigns. The Plan will be binding upon and inure to the

 

13



 

benefit of the successors and permitted assigns of the Company and the Participants.

 

14



EX-10.9 17 a2235179zex-10_9.htm EX-10.9

Exhibit 10.9

 

INSPIRE MEDICAL SYSTEMS, INC.

 

INCENTIVE STOCK OPTION AGREEMENT

 

PURSUANT TO 2017 STOCK INCENTIVE PLAN

 

THIS AGREEMENT is entered into and effective as of this xxx day of xxx, 201x (the “Date of Grant”), by and between Inspire Medical Systems, Inc. (the “Company”) and xxxxxxxxxxx (the “Optionee”)

 

A.                                    The Company has adopted the Inspire Medical Systems, Inc. 2017 Stock Incentive Plan (the “Plan”) authorizing the Board of Directors of the Company, or a committee as provided for in the Plan (the Board or such a committee to be referred to as the “Committee”), to grant incentive stock options to employees, directors and other persons providing valuable services to the Company and its Subsidiaries (as defined in the Plan).

 

B.                                    The Company desires to give the Optionee an inducement to acquire a proprietary interest in the Company and an added incentive to advance the interests of the Company by granting to the Optionee an option to purchase shares of common stock of the Company pursuant to the Plan.

 

Accordingly, the parties agree as follows:

 

1.                                      Grant of Option.

 

The Company hereby grants to the Optionee the right, privilege, and option (the “Option”) to purchase xxxx xxxxx (xx,xxx) shares (the “Option Shares”) of the Company’s common stock, $.001 par value (the “Common Stock”), according to the terms and subject to the conditions hereinafter set forth and as set forth in the Plan.  The Option is intended to be an “incentive stock option” as that term is defined in Section 422 of the Internal Revenue Code and is subject to the $100,000 limitation described in Section 6.6 of the Plan.

 

2.                                      Option Exercise Price.

 

The per share price to be paid by Optionee in the event of an exercise of the Option shall be $x.xx.

 

3.                                      Duration of Option and Time of Exercise.

 

3.1                               Initial Period of Exercisability.  The Option shall become vested and become exercisable with respect to the Option Shares over 48 months with 25% of the Option Shares vesting and becoming exercisable at the first year anniversary of the Date of Grant and the balance vesting and becoming exercisable on a monthly basis at a rate of 1/36 per month for the remaining 36 months, for so long as the Optionee is employed by the Company or any Subsidiary of the Company as of the date of vesting[; provided, however, that if (a) a Change in Control (as defined in the Plan) occurs, and (b) the Optionee’s employment with the Company is terminated by the

 



 

Company without Cause (as defined in Section 3.2(b)(ii) below) within one year after such Change in Control occurs, then, effective automatically and immediately upon the effectiveness of such termination of employment, the Option shall become vested and be exercisable as to all otherwise unvested Option Shares].  Note [text in bracket provided only on option agreements which include the double-trigger acceleration of vesting upon a change of control]

 

The foregoing rights to exercise this Option shall be cumulative with respect to the Option Shares becoming exercisable on each such date, but in no event will this Option be exercisable after, and this Option shall become void and expire as to all unexercised Option Shares at, 5:00 p.m. Minneapolis, Minnesota time) on the day before the tenth anniversary of the Date of Grant (the “Time of Termination”).

 

3.2                         Effect of Termination of Employment or Other Service.

 

(a)                                 Termination Due to Death, Disability, Retirement or Termination Without Cause.  In the event the Optionee’s employment or other service with the Company and all Subsidiaries is terminated by reason of death, Disability, Retirement, or termination by the Company without Cause (as defined in Section 3.2(b)(ii) below), or if the Optionee is in the employ of a Subsidiary and such Subsidiary ceases to be a Subsidiary of the Company (unless such Optionee continues in the employee of the Company or another Subsidiary), the Options then held by the Optionee shall remain exercisable, to the extent exercisable as of the date of such termination, for a period of three months after such termination (but in no event after the Time of Termination), and thereafter terminate.

 

(b)                                 Termination by the Company with Cause or by the Optionee.

 

(i)                                     In the event the Optionee’s employment or other service with the Company and all Subsidiaries is terminated by the Company (or such Subsidiary) for Cause or by the Optionee, all rights of the Optionee under the Plan and this Agreement shall immediately terminate without notice of any kind, and no Options then held by the Optionee shall thereafter be exercisable.

 

(ii)                                  For purposes of this Plan, “Cause” is as defined in any employment or other agreement or policy applicable to the Optionee or, if no such agreement or policy exists, means (i) dishonesty, fraud, misrepresentation, embezzlement or deliberate injury or attempted injury, in each case related to the Company or any Subsidiary, (ii) any unlawful or criminal activity of a serious nature, (iii) any intentional breach of a duty or duties that, individually or in the aggregate, are material in relation to the Optionee’s overall duties, or (iv) any material breach of any employment, service, confidentiality or non-compete agreement entered into with the Company or any Subsidiary.

 

3.3                         Termination of Option under Certain Circumstances.  The Option granted hereunder may be terminated or forfeited upon the occurrence of certain circumstances, including without limitation, a Change in Control of the Company, as more fully set forth in the Plan.

 

2



 

4.                                      Manner of Option Exercise.

 

4.1                               Notice.  This Option may be exercised by the Optionee in whole or in part from time to time, subject to the conditions contained in the Plan and in this Agreement, by delivery, in person, by facsimile or electronic transmission or through the mail, to the Company at its principal executive office in Brooklyn Park, Minnesota (Attention: Chief Financial Officer), of a written notice of exercise.  Such notice must be in a form satisfactory to the Committee, must identify the Option, must specify the number of Option Shares with respect to which the Option is being exercised, and must be signed by the person or persons so exercising the Option.  Such notice must be accompanied by payment in full of the total purchase price of the Option Shares purchased.  In the event that the Option is being exercised, as provided by the Plan and Section 5.3 below, by any person or persons other than the Optionee, the notice must be accompanied by appropriate proof of right of such person or persons to exercise the Option.  As soon as practicable after the effective exercise of the Option, the Optionee shall be recorded on the stock transfer books of the Company as the owner of the Option Shares purchased, and the Company shall deliver to the Optionee one or more duly issued stock certificates evidencing such ownership.

 

4.2                               Payment.  At the time of exercise of this Option, the Optionee shall pay the total purchase price of the Option Shares to be purchased entirely in cash (including a check, bank draft or money order, payable to the order of the Company); provided, however, that the Committee, in its sole discretion, may allow such payment to be made, in whole or in part, by tender of a promissory note (on terms acceptable to the Committee in its sole discretion) or a Broker Exercise Notice or Previously Acquired Shares (as such terms are defined in the Plan), or by a combination of such methods.  In the event the Optionee is permitted to pay the total purchase price of this Option in whole or in part with Previously Acquired Shares, the value of such shares will be equal to their Fair Market Value on the date of exercise of this Option.

 

5.                                      Rights of Optionee; Transferability.

 

5.1                               Engagement or Employment.  Nothing in this Agreement shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate the engagement or employment of the Optionee at any time, nor confer upon the Optionee any right to continue in the service or employ of the Company or any Subsidiary at any particular position or rate of pay or for any particular period of time.

 

5.2                               Rights as a Shareholder.  The Optionee shall have no rights as a shareholder by reason of this Option unless and until all conditions to the effective exercise of this Option with respect to some or all of the Option Shares (including, without limitation, the conditions set forth in Sections 4 and 6 of this Agreement) have been satisfied and the Optionee has become the holder of record of such shares.  No adjustment shall be made for dividends or distributions with respect to this Option as to which there is a record date preceding the date the Optionee becomes the holder of record of such shares, except as may otherwise be provided in the Plan or determined by the Committee in its sole discretion.

 

5.3                               Restrictions on Transfer.  Except pursuant to testamentary will or the laws of descent and distribution or as otherwise expressly permitted by the Plan, no right or interest of the Optionee in this Option prior to exercise may be assigned or transferred, or subjected to any lien,

 

3



 

during the lifetime of the Optionee, either voluntarily or involuntarily, directly or indirectly, by operation of law or otherwise.  The Optionee shall, however, be entitled to designate a beneficiary to receive this Option upon the Optionee’s death, and, in the event of the Optionee’s death, exercise of this Option (to the extent permitted pursuant to Section 3.2(a) of this Agreement) may be made by the Optionee’s legal representatives, heirs and legatees.

 

5.4                               Breach of Confidentiality or Non-Compete Agreements.  Notwithstanding anything in this Agreement or the Plan to the contrary, in the event that the Optionee materially breaches the terms of any confidentiality, proprietary rights or non-compete provisions of any agreement entered into with the Company or any Subsidiary (including any confidentiality, proprietary rights or non-compete agreement made in connection with the grant of this Option), whether such breach occurs before or after termination of the Optionee’s employment with the Company or any Subsidiary, the Committee in its sole discretion may immediately terminate all rights of the Optionee under the Plan and this Agreement without notice of any kind and may require the Optionee to disgorge any profits (however defined by the Committee) made by the Optionee relating to this Option or any Option Shares.

 

6.                                      Securities Law and Other Restrictions.

 

Notwithstanding any other provision of the Plan or this Agreement, the Company shall not be required to issue, and the Optionee may not sell, assign, transfer or otherwise dispose of, any Option Shares, unless (a) there is in effect with respect to the Option Shares a registration statement under the Securities Act of 1933, as amended, and any applicable state or foreign securities laws or an exemption from such registration, and (b) there has been obtained any other consent, approval or permit from any other regulatory body that the Committee, in its sole discretion, deems necessary or advisable.  The Company may condition such issuance, sale or transfer upon the receipt of any representations or agreements from the parties involved, and the placement of any legends on certificates representing the Option Shares, as may be deemed necessary or advisable by the Company in order to comply with such securities law or other restrictions.

 

7.                                      Withholding Taxes.

 

The Company is entitled to (a) withhold and deduct from future fees or wages of the Optionee (or from other amounts that may be due and owing to the Optionee from the Company), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any federal, state or local withholding and employment-related tax requirements attributable to the Option, including, without limitation, the grant or exercise of this Option or a disqualifying disposition of any Option Shares, or (b) require the Optionee promptly to remit the amount of such withholding to the Company before acting on the Optionee’s notice of exercise of this Option.  In the event that the Company is unable to withhold such amounts, for whatever reason, the Optionee agrees to pay to the Company an amount equal to the amount the Company would otherwise be required to withhold under federal, state or local law.

 

8.                                      Adjustments.

 

In the event of any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering, divestiture or

 

4



 

extraordinary dividend (including a spin-off), or any other change in the corporate structure or shares of the Company, the Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving corporation), in order to prevent dilution or enlargement of the rights of the Optionee, shall make appropriate adjustment (which determination shall be conclusive) as to the number and kind of securities or other property (including cash) subject to, and the exercise price of, this Option.

 

9.                                      Subject to Plan.

 

The Option and the Option Shares granted and issued pursuant to this Agreement have been granted and issued under, and are subject to the terms of, the Plan.  The terms of the Plan are incorporated by reference in this Agreement in their entirety, and the Optionee, by execution of this Agreement, acknowledges having received a copy of the Plan.  The provisions of this Agreement shall be interpreted as to be consistent with the Plan, and any ambiguities in this Agreement shall be interpreted by reference to the Plan.  In the event that any provision of this Agreement are inconsistent with the terms of the Plan, the terms of the Plan shall prevail.  Capitalized terms used but not otherwise defined in this Agreement are used in this Agreement as defined in the Plan.

 

10.                               Stockholder Agreements.

 

Upon the exercise of the Option, the Optionee shall, at the request of the Company, execute and deliver such voting, co-sale and other agreements as the Company requests generally of holders of amounts of stock corresponding to that of such Optionee; and if the Optionee fails to execute and deliver any such agreement, such Optionee shall nevertheless hold all stock subject to, and be bound by, such agreement.

 

11.                               Lock-Up Agreement.

 

In connection with any initial public offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, Optionee hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however and whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, during the period commencing as of 18 days prior to and ending 180 days, or such lesser period of time as the relevant underwriters may permit, after the effective date of a registration statement covering any public offering of the Company’s securities or, if required by such underwriter, such longer period of time as is necessary to enable such underwriter to issue a research report or make a public appearance that relates to an earnings release or announcement by the Company within 18 days before or after the date that is 180 days after the effective date of the registration statement relating to such initial public offering, but in any event not to exceed 198 days following the effective date of the registration statement relating to such initial public offering and to execute

 

5



 

12.                               Miscellaneous.

 

12.1                        Binding Effect.  This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties to this Agreement.

 

12.2                        Governing Law.  This Agreement and all rights and obligations under this Agreement shall be construed in accordance with the Plan and governed by the laws of the State of Delaware, without regard to conflicts of laws provisions.  Any legal proceeding related to this Agreement shall be brought in an appropriate Delaware court, and the parties to this Agreement consent to the exclusive jurisdiction of such court for this purpose.

 

12.3                        Entire Agreement.  This Agreement and the Plan set forth the entire agreement and understanding of the parties to this Agreement with respect to the grant and exercise of this Option and the administration of the Plan and supersede all prior agreements, arrangements, plans and understandings relating to the grant and exercise of this Option and the administration of the Plan.

 

12.4                        Amendment and Waiver.  Other than as provided in the Plan, this Agreement may be amended, waived, modified or canceled only by a written instrument executed by the parties to this Agreement or, in the case of a waiver, by the party waiving compliance.

 

The parties to this Agreement have executed this Agreement effective the day and year first above written.

 

 

 

INSPIRE MEDICAL SYSTEMS, INC.

 

 

 

 

 

 

 

 

 

By

 

 

 

 

 

 

 

By:

Timothy P. Herbert

 

 

Its:

President

 

 

 

 

 

 

By execution of this Agreement, the Optionee acknowledges having received a copy of the Plan.

 

OPTIONEE

 

 

 

 

 

 

 

 

 

 

Xxx xxxxxxx

 

 

0000 xxxxxx

 

 

xxxxxxx, xxxxx xxxxx

 

6



EX-10.10 18 a2235179zex-10_10.htm EX-10.10

Exhibit 10.10

 

INSPIRE MEDICAL SYSTEMS, INC.

 

NON-STATUTORY STOCK OPTION AGREEMENT

 

PURSUANT TO 2017 STOCK INCENTIVE PLAN

 

THIS AGREEMENT is entered into and effective as of this    day of            , 2017 (the “Date of Grant”), by and between Inspire Medical Systems, Inc. (the “Company”) and             (the “Optionee”).

 

A.                                    The Company has adopted the Inspire Medical Systems, Inc. 2017 Stock Incentive Plan (the “Plan”) authorizing the Board of Directors of the Company, or a committee as provided for in the Plan (the Board or such a committee to be referred to as the “Committee”), to grant non-statutory stock options to employees, directors and other persons providing valuable services to the Company and its Subsidiaries (as defined in the Plan).

 

B.                                    The Company desires to give the Optionee an inducement to acquire a proprietary interest in the Company and an added incentive to advance the interests of the Company by granting to the Optionee an option to purchase shares of common stock of the Company pursuant to the Plan.

 

Accordingly, the parties agree as follows:

 

1.                                      Grant of Option.

 

The Company hereby grants to the Optionee the right, privilege, and option (the “Option”) to purchase                    (        ) shares (the “Option Shares”) of the Company’s common stock, $.001 par value (the “Common Stock”), according to the terms and subject to the conditions hereinafter set forth and as set forth in the Plan. The Option is a non-qualified stock option.

 

2.                                      Option Exercise Price.

 

The per share price to be paid by Optionee in the event of an exercise of the Option shall be $          .

 

3.                                      Duration of Option and Time of Exercise.

 

3.1                               [Initial Period of Exercisability. The Option shall become vested and become exercisable with respect to the Option Shares over 48 months with 25% of the Option Shares vesting and becoming exercisable at the first year anniversary of the Date of Grant and the balance vesting and becoming exercisable on a monthly basis at a rate of 1/36 per month for the remaining 36 months, for so long as the Optionee continues serving as a director of the Company or any Subsidiary of the Company as of the date of vesting.]

 

[Exercisability and Expiration Date. The purchase right represented by this Option is fully vested and immediately exercisable.]

 



 

The foregoing rights to exercise this Option shall be cumulative with respect to the Option Shares becoming exercisable on each such date, but in no event will this Option be exercisable after, and this Option shall become void and expire as to all unexercised Option Shares at, 5:00 p.m. Minneapolis, Minnesota time) on the day before the tenth anniversary of the Date of Grant (the “Time of Termination”).

 

3.2                               Effect of Termination of Employment or Other Service.

 

(a)                                 Termination Due to Death, Disability, Retirement or Termination Without Cause. In the event the Optionee’s employment or other service with the Company and all Subsidiaries is terminated by reason of death, Disability, Retirement, or termination by the Company without Cause (as defined in Section 3.2(b)(ii) below), or if the Optionee is in the employ of a Subsidiary and such Subsidiary ceases to be a Subsidiary of the Company (unless such Optionee continues in the employee of the Company or another Subsidiary), the Options then held by the Optionee shall remain exercisable, to the extent exercisable as of the date of such termination, for a period of three months after such termination (but in no event after the Time of Termination), and thereafter terminate.

 

(b)                                 Termination by the Company with Cause or by the Optionee.

 

(i)                                     In the event the Optionee’s employment or other service with the Company and all Subsidiaries is terminated by the Company (or such Subsidiary) for Cause or by the Optionee, all rights of the Optionee under the Plan and this Agreement shall immediately terminate without notice of any kind, and no Options then held by the Optionee shall thereafter be exercisable.

 

(ii)                                  For purposes of this Plan, “Cause” is as defined in any employment or other agreement or policy applicable to the Optionee or, if no such agreement or policy exists, means (i) dishonesty, fraud, misrepresentation, embezzlement or deliberate injury or attempted injury, in each case related to the Company or any Subsidiary, (ii) any unlawful or criminal activity of a serious nature, (iii) any intentional breach of a duty or duties that, individually or in the aggregate, are material in relation to the Optionee’s overall duties, or (iv) any material breach of any employment, service, confidentiality or non-compete agreement entered into with the Company or any Subsidiary.

 

3.3                               [Effect of Change in Control. If immediately prior to the time the Change in Control takes effect, the Optionee is then serving as a director of the Company, then the outstanding Option Shares shall become immediately exercisable in full and shall remain exercisable until the Time of Termination.] [Use this language for directors only]

 

[Termination of Option under Certain Circumstances. The Option granted hereunder may be terminated or forfeited upon the occurrence of certain circumstances, including without limitation, a Change in Control of the Company, as more fully set forth in the Plan.] [Use this language for employees]

 

2



 

4.                                      Manner of Option Exercise.

 

4.1                               Notice. This Option may be exercised by the Optionee in whole or in part from time to time, subject to the conditions contained in the Plan and in this Agreement, by delivery, in person, by facsimile or electronic transmission or through the mail, to the Company at its principal executive office in Brooklyn Park, Minnesota (Attention: Chief Financial Officer), of a written notice of exercise. Such notice must be in a form satisfactory to the Committee, must identify the Option, must specify the number of Option Shares with respect to which the Option is being exercised, and must be signed by the person or persons so exercising the Option. Such notice must be accompanied by payment in full of the total purchase price of the Option Shares purchased. In the event that the Option is being exercised, as provided by the Plan and Section 5.3 below, by any person or persons other than the Optionee, the notice must be accompanied by appropriate proof of right of such person or persons to exercise the Option. As soon as practicable after the effective exercise of the Option, the Optionee shall be recorded on the stock transfer books of the Company as the owner of the Option Shares purchased, and the Company shall deliver to the Optionee one or more duly issued stock certificates evidencing such ownership.

 

4.2                               Payment. At the time of exercise of this Option, the Optionee shall pay the total purchase price of the Option Shares to be purchased entirely in cash (including a check, bank draft or money order, payable to the order of the Company); provided, however, that the Committee, in its sole discretion, may allow such payment to be made, in whole or in part, by tender of a promissory note ( on terms acceptable to the Committee in its sole discretion) or a Broker Exercise Notice or Previously Acquired Shares (as such terms are defined in the Plan), or by a combination of such methods. In the event the Optionee is permitted to pay the total purchase price of this Option in whole or in part with Previously Acquired Shares, the value of such shares will be equal to their Fair Market Value on the date of exercise of this Option.

 

5.                                      Rights of Optionee; Transferability.

 

5.1                               Engagement or Employment. Nothing in this Agreement shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate the engagement or employment of the Optionee at any time, nor confer upon the Optionee any right to continue in the service or employ of the Company or any Subsidiary at any particular position or rate of pay or for any particular period of time.

 

5.2                               Rights as a Shareholder. The Optionee shall have no rights as a shareholder by reason of this Option unless and until all conditions to the effective exercise of this Option with respect to some or all of the Option Shares (including, without limitation, the conditions set forth in Sections 4 and 6 of this Agreement) have been satisfied and the Optionee has become the holder of record of such shares. No adjustment shall be made for dividends or distributions with respect to this Option as to which there is a record date preceding the date the Optionee becomes the holder of record of such shares, except as may otherwise be provided in the Plan or determined by the Committee in its sole discretion.

 

5.3                               Restrictions on Transfer. Except pursuant to testamentary will or the laws of descent and distribution or as otherwise expressly permitted by the Plan, no right or interest of the Optionee in this Option prior to exercise may be assigned or transferred, or subjected to any lien, during the lifetime of the Optionee, either voluntarily or involuntarily, directly or indirectly,

 

3



 

by operation of law or otherwise. The Optionee shall, however, be entitled to designate a beneficiary to receive this Option upon the Optionee’s death, and, in the event of the Optionee’s death, exercise of this Option (to the extent permitted pursuant to Section 3.2(a) of this Agreement) may be made by the Optionee’s legal representatives, heirs and legatees.

 

5.4                               Breach of Confidentiality or Non-Compete Agreements. Notwithstanding anything in this Agreement or the Plan to the contrary, in the event that the Optionee materially breaches the terms of any confidentiality, proprietary rights or non-compete provisions of any agreement entered into with the Company or any Subsidiary (including any confidentiality, proprietary rights or non-compete agreement made in connection with the grant of this Option), whether such breach occurs before or after termination of the Optionee’s employment or services with the Company or any Subsidiary, the Committee in its sole discretion may immediately terminate all rights of the Optionee under the Plan and this Agreement without notice of any kind and may require the Optionee to disgorge any profits (however defined by the Committee) made by the Optionee relating to this Option or any Option Shares.

 

6. Securities Law and Other Restrictions.

 

Notwithstanding any other provision of the Plan or this Agreement, the Company shall not be required to issue, and the Optionee may not sell, assign, transfer or otherwise dispose of, any Option Shares, unless (a) there is in effect with respect to the Option Shares a registration statement under the Securities Act of 1933, as amended, and any applicable state or foreign securities laws or an exemption from such registration, and (b) there has been obtained any other consent, approval or permit from any other regulatory body that the Committee, in its sole discretion, deems necessary or advisable. The Company may condition such issuance, sale or transfer upon the receipt of any representations or agreements from the parties involved, and the placement of any legends on certificates representing the Option Shares, as may be deemed necessary or advisable by the Company in order to comply with such securities law or other restrictions.

 

7. Withholding Taxes.

 

The Company is entitled to (a) withhold and deduct from future fees or wages of the Optionee ( or from other amounts that may be due and owing to the Optionee from the Company), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any federal, state or local withholding and employment-related tax requirements attributable to the Option, including, without limitation, the grant or exercise of this Option or a disqualifying disposition of any Option Shares, or (b) require the Optionee promptly to remit the amount of such withholding to the Company before acting on the Optionee’s notice of exercise of this Option. In the event that the Company is unable to withhold such amounts, for whatever reason, the Optionee agrees to pay to the Company an amount equal to the amount the Company would otherwise be required to withhold under federal, state or local law.

 

8. Adjustments.

 

In the event of any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering, divestiture or

 

4



 

extraordinary dividend (including a spin-off), or any other change in the corporate structure or shares of the Company, the Committee ( or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving corporation), in order to prevent dilution or enlargement of the rights of the Optionee, shall make appropriate adjustment (which determination shall be conclusive) as to the number and kind of securities or other property (including cash) subject to, and the exercise price of, this Option.

 

9. Subject to Plan.

 

The Option and the Option Shares granted and issued pursuant to this Agreement have been granted and issued under, and are subject to the terms of, the Plan. The terms of the Plan are incorporated by reference in this Agreement in their entirety, and the Optionee, by execution of this Agreement, acknowledges having received a copy of the Plan. The provisions of this Agreement shall be interpreted as to be consistent with the Plan, and any ambiguities in this Agreement shall be interpreted by reference to the Plan. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan shall prevail. Capitalized terms used but not otherwise defined in this Agreement are used in this Agreement as defined in the Plan.

 

10. Stockholder Agreements.

 

Upon the exercise of the Option, the Optionee shall, at the request of the Company, execute and deliver such voting, co-sale and other agreements as the Company requests generally of holders of amounts of stock corresponding to that of such Optionee; and if the Optionee fails to execute and deliver any such agreement, such Optionee shall nevertheless hold all stock subject to, and be bound by, such agreement.

 

11. Lock-Up Agreement.

 

In connection with any initial public offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, Optionee hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however and whenever acquired ( other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, during the period commencing as of 18 days prior to and ending 180 days, or such lesser period of time as the relevant underwriters may permit, after the effective date of a registration statement covering any public offering of the Company’s securities or, if required by such underwriter, such longer period of time as is necessary to enable such underwriter to issue a research report or make a public appearance that relates to an earnings release or announcement by the Company within 18 days before or after the date that is 180 days after the effective date of the registration statement relating to such initial public offering, but in any event not to exceed 198 days following the effective date of the registration statement relating to such initial public offering and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering. The Company is hereby authorized to impose stock transfer instructions to its transfer agent (which may be the Company itself) in order to enforce the above restrictions.

 

5



 

12.                               Miscellaneous.

 

12.1                        Binding Effect. This Agreement shall be binding upon the heirs, executors, administrators and successors of the parties to this Agreement.

 

12.2                        Governing Law. This Agreement and all rights and obligations under this Agreement shall be construed in accordance with the Plan and governed by the laws of the State of Delaware, without regard to conflicts of laws provisions. Any legal proceeding related to this Agreement shall be brought in an appropriate Delaware court, and the parties to this Agreement consent to the exclusive jurisdiction of such court for this purpose.

 

12.3                        Entire Agreement. This Agreement and the Plan set forth the entire agreement and understanding of the parties to this Agreement with respect to the grant and exercise of this Option and the administration of the Plan and supersede all prior agreements, arrangements, plans and understandings relating to the grant and exercise of this Option and the administration of the Plan.

 

12.4                        Amendment and Waiver. Other than as provided in the Plan, this Agreement may be amended, waived, modified or canceled only by a written instrument executed by the parties to this Agreement or, in the case of a waiver, by the party waiving compliance.

 

[Signature page follows]

 

6



 

The parties to this Agreement have executed this Agreement effective the day and year first above written.

 

 

 

 

INSPIRE MEDICAL SYSTEMS, INC.

 

 

 

 

 

 

 

 

 

By

 

 

 

Its

 

 

 

 

 

 

 

By execution of this Agreement, the Optionee acknowledges having received a copy of the Plan.

 

OPTIONEE

 

 

 

 

 

 

 

 

 

 

 

 

 

(Address)

 

 

 

 

7



EX-10.14 19 a2235179zex-10_14.htm EX-10.14

Exhibit 10.14

 

EXECUTIVE EMPLOYMENT AGREEMENT

 

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 16th day of November, 2007, by and between Inspire Medical Systems, Inc. (“Inspire” or the “Company”), a Delaware corporation, and Timothy P. Herbert (“Executive”). This Agreement recognizes the employment of Executive with Inspire Medical Systems, LLC and establishes the hire date as July 6, 2007.

 

A.                                    RECITALS

 

1.             Executive has the professional and personal skills to serve Inspire as its President and Chief Executive Officer, and can be instrumental in helping it to achieve its objectives to the mutual benefit of Inspire and Executive;

 

2.             The parties wish to establish an employment relationship, to protect Inspire’s business and other interests, to protect the relevant interests of Inspire, to provide protections to Executive in the event Executive’s employment is terminated without cause, and to provide the essential terms of Executive’s employment.

 

B.                                    AGREEMENT

 

In consideration of the foregoing premises, the mutual covenants and obligations of this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

1.             Employment. Subject to all of the terms and conditions of this Agreement, Inspire agrees to employ Executive, and Executive agrees to accept employment with Inspire. It is understood that Executive will be subject to the policies and terms (as they may be amended from time to time by Inspire) as adopted by Inspire’s Board of Directors (the “Board”), Inspire’s employee handbook and other policies in effect for salaried employees of Inspire, except as otherwise specifically provided in this Agreement.

 

2.             Duties. The services of Executive shall be exclusive to Inspire, except as otherwise agreed to in writing by Inspire. Executive shall initially function in the capacity of President and Chief Executive Officer, shall exert Executive’s energy and full working time to the prosecution of Executive’s duties, and shall promptly and faithfully perform all these duties which pertain to that employment. Executive shall (a) assume primary responsibility for the general active management of the Inspire; (b) shall, in the absence of the Chairman of the Board, preside at all meeting of the shareholders and the Board; (c) shall see that all orders and resolutions of the Board are carried into effect; (d) may maintain records of and certify proceedings of the Board and shareholders; and (e) shall perform such other duties as may from time to time be prescribed by the Board. Executive will perform Executive’s obligations in a competent and professional manner, consistent with the expectations of Inspire’s Board. Executive may serve on outside boards of directors or committees of public or private organizations if the outside activities are first disclosed to and approved in writing by Inspire’s Board. That approval will not be granted if the outside activities are deemed by the Board to

 



 

materially conflict in any way with the provisions of this Agreement, to materially impair Executive’s ability to perform Executive’s duties under this Agreement, or to otherwise materially conflict in any way with business interests of Inspire. Notwithstanding the foregoing, Executive shall be entitled to serve on boards or committees of religious, educational, or charitable non-profit organizations without disclosing such activities to the Board or obtaining its consent.

 

3.             Term of Employment. This Agreement is not intended to establish any minimum or maximum period for Executive’s continuing employment. Executive and Inspire have an “at-will” employment relationship, which means that either party has the right to terminate the employment relationship at any time and for any reason, with or without cause. The reason for and timing of the termination, as set forth in Paragraph 5, will determine the amount of post-termination payments and benefits, as set forth in Paragraph 6.

 

4.             Compensation, Reimbursement and Benefits. As compensation for all of Executive’s services under this Agreement, Company agrees to provide Executive the following compensation, reimbursements and benefits:

 

a.             Base Salary. Company will pay Executive a semi-monthly base salary (the “Base Salary”), payable in accordance with Inspire’s standard payroll practices. The initial annualized Base Salary shall be in the gross amount of Two Hundred Thousand Dollars ($200,000.00). The Base Salary shall be subject to annual performance review and possible increases by Inspire’s Board.

 

b.             Performance Review. Not later than twelve (12) months after Executive commences employment with Inspire, the Board shall conduct a review of Executive’s performance to consider any changes in the scope or description of job responsibilities. Thereafter, the Board shall conduct annual performance reviews with Executive (not later than the anniversary of the initial performance review) and shall evaluate job responsibilities and any adjustments to base salary.

 

c.             Incentive Awards. As additional compensation, Executive will be eligible to receive discretionary annual bonuses and/or long term incentive compensation (“Incentive Awards”) pursuant to the terms and conditions of Inspire’s annual bonus plan and/or Inspire’s long term incentive plan (jointly, “Incentive Plans”) which may be adopted by Inspire’s Board from time to time. With reference to the Incentive Plans, the parties understand as follows:

 

(1)           Executive’s eligibility to receive bonuses or other incentive awards pursuant to any Plans will be determined by the Board, in its sole discretion. Notwithstanding the foregoing, it is the intention of Inspire that Executive’s bonus compensation target shall be twenty-five percent (25%) of Executive’s initial base compensation, provided that Executive and Inspire have achieved certain performance goals and objectives, examples of which are attached hereto as Exhibit A and Exhibit B.

 

(2)           The Incentive Plans shall be as complete and accurate as Inspire can reasonably make them. However, they are not necessarily all-inclusive because

 

2



 

circumstances which Inspire has not anticipated may arise. Inspire may interpret or vary from the Incentive Plans if, in its opinion, the circumstances warrant it.

 

(3)           Inspire reserves the right to make any changes at any time to the Incentive Plans by adding to, deleting from or otherwise amending any portion of them, with or without notice to Executive, provided, however, that if Executive has been awarded non-cash compensation pursuant to such plans, then Executive shall receive notice of any changes to the plan as may be required by applicable law, and provided, further, that any such changes are applicable to participants in the Incentive Plans generally and not specific to Executive.

 

(4)           Any questions regarding the computation of Incentive Awards under the Incentive Plans will be conclusively determined by Inspire’s Board, pursuant to the terms and conditions of the Incentive Plans.

 

d.             Discretionary Bonus. Executive may be awarded an annual discretionary bonus (the “Bonus”). The amount of the Bonus and the timing of payment of such Bonus will be determined in the sole discretion of the Board.

 

e.             Stock Options and Grants. The Board will periodically review Executive’s equity position and in its sole discretion issue stock options to Executive in accordance with the company stock option program which will be adopted by the Board.

 

f.             Expenses. Inspire will reimburse Executive for any and all ordinary, necessary and reasonable business expenses that Executive incurs in connection with the performance of Executive’s duties under this Agreement, including entertainment, telephone, travel and miscellaneous expenses. Executive must obtain proper approval for such expenses pursuant to Company’s policies and procedures and Executive must provide Company with documentation for such expenses in a form sufficient to sustain Inspire’s deduction for such expenses under the Internal Revenue Code.

 

g.             Time Off. Executive will be entitled to time off with or without pay in accordance with Inspire’s policies in effect at any particular time; provided, however, that Executive shall, in any event, be entitled to fifteen (15) days of Paid Time Off (“PTO”) during each full year of employment. Executive may carry at any point in time a maximum of twice the annual PTO. Once the maximum number of days has been achieved, no additional PTO will be accrued. The above PTO is not included as part of Inspire’s holiday schedule for which Executive will receive compensation for days identified by Inspire as a holiday.

 

h.             Health, Disability and Life Insurance, and Other Executive Benefit Plans. Inspire will provide Executive with the same health, disability, and life insurance coverage provided generally to other full-time salaried employees of Inspire, and with other employee benefit plans which are presently existing or which may be established in the future by Inspire for its full-time salaried employees, subject to the terms and conditions of the applicable benefit plans.

 

3



 

i.              Indemnification. Inspire will defend, indemnify and hold Executive harmless from costs, expenses, damages and other liability incurred by Executive as a result of performing services to Inspire, subject to the limitations and other terms and conditions of applicable Delaware statutes and Inspire’s Articles of Incorporation or By Laws.

 

j.              Changes in Benefit Plans. It is understood that no references in this Agreement to particular employee benefit plans established or maintained by Inspire are intended to change the terms and conditions of these plans or to preclude Inspire from amending or terminating any such benefit plans.

 

k.             Withholding; Taxes. Inspire may withhold from any compensation, reimbursements and benefits payable to Executive all federal, state, city and other taxes as shall be required pursuant to any law or governmental regulation or ruling, as well as other standard withholdings and deductions. Executive recognizes that all of the payments and some of the benefits which Executive receives under this Agreement will constitute compensation, and will be fully taxable to Executive. Executive agrees to properly report such payments and benefits on Executive’s applicable income tax returns and to pay all appropriate taxes.

 

5.                                      Termination. Executive’s employment may be terminated at any time as follows:

 

a.             Death. Executive’s employment shall automatically terminate upon Executive’s death.

 

b.             Disability. Either party may terminate Executive’s employment at any time, upon written notice to the other party if Executive sustains a disability which precludes Executive from performing the essential functions of Executive’s job, with or without reasonable accommodations, as defined by applicable state and federal disability laws. Executive shall presumed to have such a disability for purpose of this Agreement if Executive qualifies, because of illness or incapacity, to begin receiving disability income insurance payments under any long term disability income insurance policy that Inspire maintains for the benefit of Executive. If Executive does not qualify for such payments, Executive shall nevertheless be presumed to have such a disability if Executive is substantially incapable of performing the essential functions of Executive’s job for a period of more than twenty six (26) consecutive weeks, with or without a reasonable accommodation.

 

c.             With Cause. Inspire may terminate Executive’s employment at any time, with “Cause”, upon written notice to Executive. “Cause” shall be defined as:

 

(1)           Executive’s material breach of any of Executive’s obligations under this Agreement, or Executive’s repeated failure or refusal to perform or observe Executive’s duties, responsibilities and obligations as an Executive of Inspire, for reasons other than disability, if such breach, failure or refusal continues or it or another breach, failure or refusal is repeated following written notice thereof to the Executive;

 

(2)           Any material dishonesty or other breach of the duty of loyalty of Executive affecting Inspire or any customer, vendor or employee of Inspire;

 

4



 

(3)           Use of alcohol or other drugs in a manner which materially affects the performance of Executive’s duties, responsibilities and obligations as an employee of Inspire, if such use continues or is repeated following written notice thereof to the Executive;

 

(4)           Conviction of, or a plea of guilty or nolo contendre to, a charge of commission of a felony or of any crime involving misrepresentation, moral turpitude or fraud;

 

(5)           Commission by Executive of any other willful or intentional act which materially injures the reputation, business or business relationships of Inspire if such act occurs or continues following written notice to the Executive of the same or of a prior willful or intentional act injuring the repetition, business or business relationships of Inspire; or

 

(6)           The existence of any court order or settlement agreement prohibiting Executive’s continued employment with Inspire.

 

A matter of the type described in this paragraph (c) shall be “material” if such matter, alone or together with other such matters is material.

 

d.             Without Cause. Inspire may terminate Executive’s employment at any time, without Cause, upon one (1) month written notice to Executive. Inspire may, in its sole discretion, opt not to have Executive provide active employment services during some or all of the notice period, and place Executive on a paid leave of absence for some or all of the notice period.

 

e.             Resignation. Executive may, upon one (1) month written notice to Inspire, terminate Executive’s employment at any time for no reason or may, at any time, terminate his employment for Good Reason (as defined below). Upon receiving such notice, Inspire may, in its sole discretion, opt not to have Executive provide active employment services during some or all of the notice period, and place Executive on a paid leave of absence for some or all of the notice period. If Inspire exercises this option, it shall not convert the resignation to a termination by Inspire. For purposes of this paragraph, “Good Reason” shall mean:

 

i)      A material reduction, without Executive’s consent, in Executive’s duties or responsibilities, (provided no such reduction shall be deemed to have occurred solely by reason of the Company’s having hired a new Chief Executive or President as long as Executive continues to have responsibilities that are consistent with executive status and further provided that no such reduction shall be deemed to have occurred solely due to the change in the Company’s status from that of an independent company to that of a subsidiary or division of a buyer of the Company following a “Change of Control”, as defined in Subparagraph 6.d.);

 

ii)    A material reduction, without Executive’s consent, of Executive’s base salary, unless such reduction is part of an overall reduction in salary for executive employees and Executive’s reduction is proportionate to the overall reduction in salary;

 

5



 

iii)      The Company’s moving Executive’s place of employment, without Executive’s consent, more than 50 miles from the place of Executive’s employment prior to such move, although business travel shall not be deemed to be a move of Executive’s place of employment; or

 

iv)        The Company’s material breach of this Agreement; provided Executive has provided the Company detailed written notice of such alleged breach and the Company has not, within thirty (30) days of receipt of such notice, cured such alleged breach.

 

6.             Payments and Benefits Upon Termination. Upon the termination of Executive’s employment, Executive shall only be entitled to the following payments and benefits:

 

a.             Disability; Death. If Executive’s employment is terminated due to the disability or death of Executive, regardless of the date of termination, Executive or Executive’s estate or heirs, as appropriate, shall be paid (i) Executive’s Base Salary, prorated through the date of termination; (ii) any cash bonus either accrued or previously awarded but not yet paid to Executive at the time of his death or disability; (iii) any benefits payable under any disability or life insurance policy maintained by Inspire for the benefit of Executive at the time of the termination of employment, subject to the terms and conditions of such policies; (iv) Executive’s accrued but unpaid PTO, prorated through the date of termination; (v) any unpaid expense reimbursement; and (vi) Executive’s or Executive’s estate or heirs, as appropriate, other accrued and vested benefits, if any, under any of Inspire’s Incentive Plans or any of Inspire’s other employee benefit plans (e.g., 401(k) plan), subject to the terms and conditions of those plans.

 

b.             Termination by Inspire For Cause; Resignation. If Inspire terminates Executive’s employment for Cause, or if Executive resigns without Good Reason, regardless of the date of termination, Executive shall be paid (i) Executive’s Base Salary, prorated through the date of termination; (ii) Executive’s accrued but unpaid PTO, prorated through the date of termination; (iii) any unpaid expense reimbursement; and (iv) Executive’s other accrued and vested benefits, if any, under any of Inspire’s Incentive Plans or any of Inspire’s other employee benefit plans (e.g., 401(k) plan), subject to the terms and conditions of those plans.

 

c.             Termination by Inspire Without Cause; Resignation for Good Reason. If Company terminates Executive’s employment without Cause, or if Executive resigns for Good Reason, regardless of the date of termination, Executive shall be paid the same payments and benefits as set forth in Subparagraph 6a. above. In addition, if Executive signs (and does not rescind, as allowed by law) a release of claims, to the full extent permitted by law, in a form reasonably satisfactory to Inspire which assures, among other things, that Executive will not commence any type of litigation or assert other claims as a result of the termination (except to enforce his rights under this Agreement), Inspire shall pay Executive a post-termination payment, as set forth below:

 

(1)           If the effective date of termination of employment is during the first or second full year of Executive’s employment, an amount equal to six (6) months of Executive’s Base Salary as of the date of termination, and Inspire shall be responsible for the

 

6



 

payment of premiums for any COBRA benefits which Executive elects to receive during such six (6) month period.

 

(2) If the effective date of termination of employment occurs after the second full year of Executive’s employment, an amount equal to one (1) year of Executive’s Base Salary as of the date of termination, plus one (1) month of Executive’s Base Salary as of the date of termination for each year in excess of two (2) years that Executive has been employed by Inspire, and Inspire shall be responsible for the payment of premiums for any COBRA benefits which Executive elects to receive, for twelve (12) months of eligible COBRA coverage, as provided by law.

 

The applicable post-termination payments shall be made in a lump sum within two (2) weeks after Executive signs (and does not rescind, as allowed by law) the above referenced release of claims, subject to appropriate withholding and deductions. No incentive awards, retirement savings contributions, or 401(k) contributions will be paid to Executive by Inspire based on the amount of the post-termination payment.

 

d.             At Any Time as a Result of a Change of Control. If Inspire terminates Executive’s at-will employment without Cause at any time, as a result of a Change of Control, and if Executive does not receive an offer of employment with the new controlling entity under an agreement providing the same base pay and comparable incentives, benefits and terms (giving credit to Executive’s prior employment with the Company), Executive shall be paid the same payments and benefits as set forth in Subparagraph 6.c. above, subject to the same conditions set forth in Subparagraph 6.c. above. It is understood that the payment under this change of control provision will be paid in lieu of, and not in addition to, the post-termination payment referenced in Subparagraph 6.c. Further, it is understood that no incentive Awards, retirement savings contributions, or 401(k) contributions will be paid to Executive by Inspire based on the amount of the post-termination payment. It is understood that if Executive does receive an offer of employment with at least the same base pay and comparable incentives, benefits and terms (giving credit to Executive’s prior employment with the Company) with the new controlling entity, and chooses not to accept that employment, the Executive’s termination of employment shall be considered a resignation without Good Reason, and treated as set forth in Subparagraph 6.b. above. For purposes of this Agreement, “Change of Control” means the occurrence of any of the following:

 

(1)           a sale by shareholders of the Company of a substantial portion of their stock in the Company, or a merger, reorganization or consolidation, whereby the Company’s equity holders existing immediately prior to such sale, merger, reorganization or consolidation do not, immediately after consummation of such sale, reorganization, merger or consolidation, own more than fifty percent (50%) of the combined voting power of the surviving entity’s then outstanding voting securities entitled to vote generally in the election of directors but only if such event results in a change in Board composition such that the directors immediately preceding such events do not comprise a majority of the Board following such event; or

 

7



 

(2)           the sale or other disposition of all or substantially all of the Company’s assets to an entity in which the Company, any subsidiary of the Company, or the Company’s equity holders existing immediately prior to such sale beneficially own less than fifty percent (50%) of the combined voting power of such acquiring entity’s then outstanding voting securities entitled to vote generally in the election of directors but only if such event results in a change in Board composition such that the directors immediately preceding such events do not comprise a majority of the Board following such event.

 

7.             Business Protections. Inspire has many confidential and proprietary business interests and other information relating to its products, services and customers, which it needs to adequately protect. For this reason, its willingness to enter into this Agreement is contingent upon Executive’s acceptance of the covenants set forth in paragraph 8 below. Executive understands that the business protections in paragraph 8 will apply throughout Executive’s employment, and will continue to apply thereafter even if Executive’s employment is terminated under Paragraph 5 of this Agreement, regardless of the reason for or timing of the termination.

 

8.                                      Post-Employment Restrictions.

 

a.             Restrictions on Competition. Executive agrees that while employed by Inspire, and for twelve (12) months after the last day Executive is employed by Inspire, Executive will not be employed by or otherwise perform services for an organization which is engaged in the research and development, marketing, or distribution of a product or treatment which is the same as or which competes with any product or treatment offered or being developed by Inspire during, or as of the date of termination of, Executive’s employment with Inspire.

 

b.             Prohibition on Solicitation of Inspire Employees. Executive agrees that at all times while employed by Inspire, and for twelve (12) months thereafter, Executive will not solicit, cause to be solicited, or participate in or promote the solicitation of any person to terminate that person’s employment with Inspire or to breach that person’s employment agreement with Inspire.

 

c.             Post-Employment Disclosure. In the event Executive’s employment with Inspire terminates, Executive agrees that during the term of the restrictions described in Paragraph 8.a. above, Executive will promptly inform Inspire of the identity of any new employer, the job title of Executive’s new position, and a description of any services to be rendered to that employer. In addition, Executive agrees to respond within ten (10) days to any written request from Inspire for further information concerning Executive’s work activities sufficient to provide Inspire with assurances that Executive is not violating any of the obligations Executive has undertaken in this Agreement.

 

d.             Prohibition on Disclosure of Confidential Information. Executive shall hold the “Confidential Information”, as defined in Subparagraph 8.e., including trade secrets and/or data, in the strictest confidence and will never, without prior written consent of the Company, (directly or indirectly) disclose, assign, transfer, convey, communicate to or use for his own or another’s benefit or (directly or indirectly) disclose, assign, transfer, convey,

 

8



 

communicate to or use by him, a competitor of the Company or any other person or entity, including, but not limited to, the press, other professionals, corporations, partnerships or the public, at any time during his employment with the Company or at any time after his termination of employment with the Company, regardless of the reason for the Executive’s termination, whether voluntary or involuntary. Executive further promises and agrees that he will faithfully abide by any rules, policies, practices or procedures existing or which may be established by the Company for insuring the confidentiality of the Confidential Information, including, but not limited to, rules, policies, practices or procedures:

 

i)              Limiting access to authorized personnel;

 

ii)                                      Limiting copying of any writing, data or recording;

 

iii)            Requiring storage of property, documents or data in secure facilities provided by the Company and limiting safe or vault lock combinations or keys to authorized personnel; and/or

 

iv)           Checkout and return or other procedures promulgated by the Company from time to time.

 

e.             Definition of Confidential Information. For the purposes of this Agreement, “Confidential Information” means any information not generally known to the public and proprietary to the Company and includes, without limitation, trade secrets, inventions, and information pertaining to research, development, purchasing, marketing, selling, accounting, licensing, business systems, business techniques, customer lists, prospective customer lists, price lists, business strategies and plans, pending patentable materials and/or designs, design documentation, documentation of meetings, tests and/or test standards, or manuals whether in document, electronic, computer or other form. For example, Confidential Information may be contained in the Company’s customer lists, prospective customer lists, the particular needs and requirements of customers, the particular needs and requirements of prospective customers, and the identity of customers or prospective customers. Information shall be treated as Confidential Information irrespective of its source and any information which is labeled or marked as being “confidential” or “trade secret” shall be presumed to be Confidential Information. The definition of “Confidential Information” as set forth in this paragraph is not intended to be complete. From time to time during the term of his employment, Executive may gain access to other information not generally known to the public and proprietary to the Company concerning the Company’s businesses that is of commercial value to the Company, which information shall be included in the definition in this paragraph, even though not specifically listed above. The definition of Confidential Information applies to any form in which the subject information, trade secrets, or data may appear, whether written, oral, or any other form of recording or storage.

 

f.             Restrictions. The restrictions herein provided shall not apply with respect to “Confidential Information”, “Offering Materials”, “Evaluation Materials”, “Informational Materials”, “Project Materials”, “Property Information”, “Project Information”, or the like which: (A) is or becomes a part of the public domain without breach of this Agreement by the Executive; or (C) is disclosed pursuant to judicial action or government regulations, provided the

 

9


 

receiving party notifies the disclosing party prior to such disclosure and cooperates with the disclosing party in the event the disclosing party elects to legally contest and avoid such disclosure.

 

g.                                       Certain Company Remedies.                                                            The Executive acknowledges that the Company will suffer irreparable harm if the Executive breaches Subparagraphs 8.a., 8.b. and/or 8.d. of this Agreement. Accordingly, the Company shall be entitled to seek any right or remedy they may have, under this Agreement or otherwise, at law or equity, including but not limited to, an injunction, enjoining or restraining Executive from any violation of Subparagraphs 8.a., 8.b. and/or 8.d. of this Agreement. In the event the Company pursues any remedies pursuant to this Subparagraph 8.f. and prevails in such a proceeding, the Executive shall pay the Company’s attorneys’ fees in connection with such proceeding. Should the Company not prevail in such a proceeding, the Company shall pay the Executive’s attorneys’ fees in connection with such proceeding. Furthermore, should a court of competent jurisdiction determine that the Executive has breached Subparagraphs 8.a., 8.b., and/or 8.d., the restrictions in such Subparagraphs will be extended by the period during which the Executive was in breach.

 

9.                                      Inventions. Inventions mean any and all inventions, discoveries, ideas, processes, writings, works of authorship, designs, developments and improvements, whether or not protectable under the applicable patent, trademark or copyright statutes, generated, conceived or reduced to practice by the Executive, alone or in conjunction with others, while employed by Inspire.

 

a.                                      Disclosure. Executive agrees to promptly disclose to Inspire in writing all

 

Inventions.

 

b.                                      Ownership, Assignment and Recordkeeping. All Inventions shall be the exclusive property of Inspire. Executive hereby assigns all Inventions to Inspire. Executive agrees to keep accurate, complete and timely records of Executive’s Inventions, which records shall be the property of Inspire and shall be retained on Inspire’s premises.

 

c.                                       Cooperation. During and after the termination of Executive’s employment, Executive agrees to give Inspire all cooperation and assistance necessary to perfect, protect, and use its rights to Inventions. Without limiting the generality of the foregoing, Executive agrees to sign all documents, do all things, and supply all information that Inspire may deem necessary to (i) transfer or record the transfer of Executive’s entire right, title and interest in Inventions, and (ii) enable Inspire to obtain patent, copyright or trademark protection for Inventions anywhere in the world.

 

d.                                      Attorney-in-Fact. Executive irrevocably designates and appoints Inspire and its duly authorized officers and agents as attorney-in-fact to act for and in Executive’s behalf and stead to execute and file any lawful and necessary documents, and to do all other lawfully permitted acts, required for the assignment of, application for, or prosecution of any United States or foreign application for letters patent, copyright or trademark with the same legal force and effect as if executed by Executive.

 

10



 

e.                                       Waiver. Executive hereby waives and quitclaims to Inspire any and all claims, or any nature whatsoever, which Executive may now have or may hereafter have for infringement of any patent, copyright, or trademark resulting from any Inventions.

 

f.                                        Future Patents. Any Invention relating to the business of Inspire with respect to which Executive files a patent application within one (1) year following termination of Executive’s employment shall be presumed to cover Inventions conceived by Executive during the term of Executive’s employment, subject to proof to the contrary by Executive by good faith, contemporaneous, written and duly corroborated records establishing that such Invention was conceived and made following termination of employment and without using Confidential Information.

 

g.                                       Release or License. If an Invention does not relate to the existing or reasonable foreseeable business interests of Inspire, Inspire may, in its sole and unreviewable discretion, release or license the Invention to the Executive upon written request by the Executive. No release or license shall be valid unless in writing signed by Inspire’s general counsel.

 

h.                                      Notice. Executive is hereby notified that this Agreement and this Paragraph 9 does not apply to any Invention for which no equipment, supplies, facility or trade secret information of Inspire was used and which was developed entirely on the Executive’s own time, and (1) which does not relate (i) directly to the business of Inspire or (ii) to Inspire’s actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by the Executive for Inspire.

 

10.                               Company’s Repurchase Option of Founder’s Stock. Executive is the founder of Inspire and holder of one million nine hundred twenty six thousand (1,926,000) shares of common stock in Inspire (the “Founder’s Stock”). The Company has the option to repurchase a portion of the Founder’s Stock at $.01 per share, on the terms and conditions set forth in this Paragraph 10 (the “Repurchase Option”) if Executive ceases to be employed by the Company for any reason, or no reason, including without limitation Purchaser’s death, disability, voluntary resignation or termination by the Company with or without cause. The Company shall have 30 days following the date of termination with which to provide written notice to Executive of the Company’s intention to repurchase such shares.

 

a.                            Repurchase Schedule. Founder’s Stock subject to repurchase by the Company shall be deemed “Repurchaseable Shares” and Founder’s Stock not subject to repurchase by the Company shall be deemed “Non-Repurchaseable Shares”. On the date of this Agreement (the “Commencement Date”), twenty five percent (25%) of the Founder’s Stock (equal to 481,500 shares) shall be Non-Repurchaseable Shares. Thereafter, an additional 1/48th of the remaining Founder’s Stock (1/48th of 1,444,500 which equal 30,094 shares) will become Non-Repurchaseable Shares on each full month following the Commencement Date, so that all of the Founder’s Stock will have become Non-Repurchaseable Shares forty-eight (48) months after the Commencement Date (assuming that termination of Executive’s employment does not occur within such forty-eight-month period). The number of Founder’s Stock that are Repurchaseable Shares or Non-Repurchaseable Shares will be proportionally adjusted to reflect

 

11



 

any stock dividend, stock split, reverse stock split or recapitalization of the Common Stock of the Company occurring after the Commencement Date.

 

b.                            Acceleration of Repurchase Schedule. In the event Company terminates Executive’s employment without Cause, or if Executive resigns for Good Reason, or if Executive’s employment terminates for any reason subsequent to a Change of Control, and if Executive signs (and does not rescind, as allowed by law) a Release of Claims, to the full extent permitted by law, in a form reasonably satisfactory to Inspire which assures, among other things, that Executive will not commence any type of litigation or assert other claims as a result of the termination (except to enforce his rights under this Agreement), Inspire shall accelerate repurchase schedule of Executive’s shares, as set forth below:

 

i.                                       Termination without Cause; Resignation with Good Reason: In the event that Executive is terminated without Cause, or Executive resigns with Good Reason, then on such date an additional fifty percent (50%) of the remaining Repurchaseable Shares shall become Non-Repurchaseable Shares.

 

ii.                                        Change of Control: In the event that Executive’s employment terminates for any reason subsequent to a Change of Control, then on such date, one hundred percent (100%) of the remaining Repurchaseable Shares shall become Non- Repurchaseable Shares.

 

11.                               “Market Stand-Off” Agreement. Executive agrees in connection with any registration of the Company’s securities that, upon the request of the Company or the underwriters managing any public offering of the Company’s securities, Executive will not sell or otherwise dispose of any Shares without the prior written consent of the Company or such underwriters, as the case may be, for a period of time not to exceed 180 days (which period may be extended upon the request of the managing underwriter for an additional period of up to 15 days if the Company issues or proposes to issue an earnings or other public release within 15 days of the expiration of the 180-day lockup period) from the effective date of such registration as the Company or the underwriters may specify; provided that all officers and directors of the Company and all holders of at least 1% of the Company’s equity securities purchased from the Company (other than securities purchased from the Company in a registered public offering) are bound by and have entered into a similar agreement and the restriction on transfer has not been waived in whole or in part with respect to any such officers, directors or holders.

 

12.                               Tax Elections. Executive understands that Executive (and not the Company) shall be responsible for the Executive’s own tax liability that may arise as a result of the holding of the Founder’s shares.

 

13.                               Miscellaneous.

 

a.                                      Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof and, except as otherwise stated, supersedes any and all oral or written prior agreements and understandings with respect to such subject matter; the

 

12



 

parties have made no agreements, representations, or warranties relating to the subject matter of this Agreement which are not set forth herein.

 

b.                                      Construction. Each provision of this Agreement shall be interpreted so that it is valid and enforceable under applicable law. If any provision of this Agreement is to any extent invalid or unenforceable under applicable law, that provision will still be effective to the extent it remains valid and enforceable. The remainder of this Agreement also will continue to be valid and enforceable, and the entire Agreement will continue to be valid and enforceable in other jurisdictions.

 

c.                                       Waivers. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel to enforce any provisions of this Agreement, except by a statement in writing signed by the party against who enforcement of the waiver or estoppel is sought. A waiver shall operate only as to the specific term or condition waived. No waiver shall constitute a continuing waiver or a waiver of such term or condition for the future unless specifically stated. No single or partial exercise of any right or remedy under this Agreement shall preclude any party from otherwise or further exercising such rights or remedies, or any other rights or remedies granted by law or any other document.

 

d.                                      Captions. The headings in this Agreement are for convenience of reference only and do not affect the interpretation of this Agreement.

 

e.                                       Modifications. This Agreement may not be altered, modified or amended except by an instrument in writing signed by each of the parties hereto.

 

f.                                        Governing Law. The laws of the State of Delaware shall govern the validity, construction and performance of this Agreement, to the extent not pre-empted by federal law. Any legal proceeding related to this Agreement shall be brought in an appropriate Minnesota court, and each of the parties hereto hereby consents to the exclusive jurisdiction of the courts of the State of Minnesota for this purpose.

 

g.                                       Notices. All notices and other communications required or permitted under this Agreement shall be in writing and provided to the other party either in person, by fax, or by certified mail. Notices to Inspire must be provided or sent to its Board; notices to Executive must be provided or sent to Executive in person or at Executive’s home.

 

h.                                      Survival. Notwithstanding the termination of Executive’s employment and the termination of this Agreement, the terms of this Agreement which relate to periods, activities, obligations, rights or remedies of the parties upon or subsequent to such termination shall survive such termination and shall govern all rights, disputes, claims or causes of action arising out of or in any way related to this Agreement.

 

i.                                          Successors and Assigns. This Agreement shall be binding on and inure to the benefit of Inspire’s successors and assigns.

 

13



 

j.                                         Reimbursement of Fees in Connection with this Agreement. The Company agrees to pay (or reimburse Executive for) the fees and expense of Executive’s counsel in connection with the negotiation and preparation of this Agreement up to a maximum of Two Thousand Five Hundred ($2,500.00) dollars.

 

[Remainder of Page Left Blank Intentionally]

 

14



 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

 

 

 

INSPIRE MEDICAL SYSTEMS, Inc.

 

 

 

 

/s/ Timothy P. Herbert

 

/s/ Timothy P. Herbert

By:

Timothy P. Herbert

By:

Timothy P. Herbert
President

 

 

 

15



 

Exhibit A

 

Team Performance Objectives FY 2007 Inspire Medical Systems

July 6, 2007 — December 31, 2007

 

The following objectives assume a Series A financing close by Nov 15, 2007

 

 

 

Objective

 

Weight

 

80%

 

100%

 

120%

1.

 

Cuff Electrode Lead Prototypes ready for first animal study by Dec 7, 2007
F/F/F Cuff Lead will be manufactured in small volumes (feasibility phase)

 

20

 

Dec 31, 2007

 

Dec 7, 2007

 

Nov 15, 2007

2.

 

Initiate Intra-Oral Temporary Stimulation Research to Support Start of Pilot Clinical Trial by Dec 14, 2008.
Identify key research consultants/physicians and complete research agreements and scope of work. Inspire receipt of a Physician Sponsored Study Proposal.

 

20

 

Dec 31, 2007

 

Dec 14, 2007

 

Nov 30, 2007

3.

 

Implantable Pulse Generator ceramic substrate builds complete (engineering and clinical units) by November 30, 2007.
The MMC ceramic substrate line is shutting down in early 2008.

 

10

 

Dec 31, 2007

 

Nov 30, 2007

 

Nov 15, 2007

4.

 

Pressure Sensor activities to support January 2008 prototype build (all elements complete) by December 15, 2007.

·                  Complete Finite Element Analysis including initial report.

·                  Manufacturing process development, tooling design, and tooling built for solder and sputtering processes.

·                  Sensor housing/membrane design and tooling complete, first parts received

·                  Sensor FET (IC) design and layout complete, ready for fabrication

 

30

 

Dec 31, 2007

 

Dec 15, 2007

 

Nov 30, 2007

5.

 

Quality System Manual, Development Protocol, and Program Plan complete by December 1, 2007 (revisions 1.0)

 

10

 

Dec 31, 2007

 

Dec 1, 2007

 

Nov 1, 2007

6.

 

Next Generation Physician Programmer proof of concept feasibility by December 1, 2007.
Prototype software will be written and demonstrated to show a Laptop/8840 TM programmer capable of programming Inspire II registers and receiving real-time waveform data.

 

10

 

Dec 31, 2007

 

Dec 1, 2007

 

Nov 1, 2007

 

16



 

Exhibit B

 

Draft: Team Performance Objectives FY 2008
Inspire Medical Systems

January 1, 2008 — December 31, 2008

 

The following objectives assume a Series A financing close by Nov 15, 2007

 

 

 

Objective

 

Weight

 

80%

 

100%

 

120%

1.

 

Expenses +/- 15% through December 31, 2008
The scope in the initial year will be conducted within the cost allocations as approved by the Inspire Board of Directors during January 2008.

 

15

 

115%

 

100%

 

85%

2.

 

Intra-Oral Temporary Stimulation Protocol Developed and Piloted to Support Start of Pilot Clinical Trial by September 1, 2008.
The temp stimulation system must be defined, a protocol developed, and a trial conducted in preparation for the start of the Inspire Pilot Study.

 

15

 

Oct 1, 2008

 

Sept 1, 2008

 

Aug 1, 2008

3.

 

Animal studies complete by September 5, 2008.
Completion of two animal study series. Evaluation of cuff electrode, prototype sensor lead, and first article IPG. (non-GLP)

 

20

 

Oct 15, 2008

 

Sept 5, 2008

 

Aug 5, 2008

4.

 

Inspire II Implantable System Qualified for Clinical Implants by November 15, 2008
Implantable system includes all hardware qualified and manufactured to initiate the Inspire Pilot Clinical Trial including the IPG, Sensor, Stimulation Lead, 7432AE Physician Programmer and 3032 Patient Programmer. Qualification includes all final pack and literature necessary to gain IDE approval.

 

20

 

Dec 31, 2008

 

Nov 15, 2008

 

Nov 1, 2008

5.

 

Inspire II 30-patient Pilot Clinical Trial IDE approved by December 11, 2008.
Milestone includes completion of all documentation required to gain IDE approval as well as the recruitment of clinical study sites and conducting of a Pilot Study Investigators’ Meeting.

 

20

 

Dec 31, 2008

 

Dec 11, 2008

 

Nov 1, 2008

6.

 

Inspire Pilot Clinical first human implant by Dec 15, 2008.

 

10

 

Dec 31, 2008

 

Dec 15, 2008

 

Dec 1, 2008

 

17



EX-10.16 20 a2235179zex-10_16.htm EX-10.16

Exhibit 10.16

 

EXECUTIVE EMPLOYMENT AGREEMENT

 

This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 20th day of July, 2009, by and between Inspire Medical Systems, Inc. (“Inspire” or the “Company”), a Delaware corporation, and Randy A. Ban (“Executive”).

 

A.                                    RECITALS

 

1.             Executive has the professional and personal skills to serve Inspire as its Sr. Vice-President of Marketing, and can be instrumental in helping it to achieve its objectives to the mutual benefit of Inspire and Executive;

 

2.             The parties wish to establish an employment relationship, to protect Inspire’s business and other interests, to protect the relevant interests of Inspire, to provide protections to Executive in the event Executive’s employment is terminated without cause, and to provide the essential terms of Executive’s employment.

 

B.                                    AGREEMENT

 

In consideration of the foregoing premises and the mutual covenants and obligations of this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

1.             Employment. Subject to all of the terms and conditions of this Agreement, Inspire agrees to employ Executive, and Executive agrees to accept employment with Inspire. It is understood that Executive and Executive’s employment with Inspire will be subject to the policies and terms (as they may be amended from time to time by Inspire) as adopted by Inspire’s Board of Directors (the “Board”) or its President, Inspire’s employee handbook and other policies in effect for salaried employees of Inspire, except as otherwise specifically provided in this Agreement.

 

2.            Duties. The services of Executive shall be exclusive to Inspire, except as otherwise agreed to in writing by Inspire. Executive shall initially function in the capacity of Sr. Vice-President of Marketing, shall exert Executive’s energy and full working time to the prosecution of Executive’s duties, and shall promptly and faithfully perform all these duties which pertain to that employment. Executive shall assume primary responsibility for the duties of the Sr. Vice-President of Marketing including, without limitation, the responsibilities set forth on Exhibit A, and such other duties as may be mutually agreed upon by Executive and Inspire’s President. Executive will perform Executive’s obligations in a competent and professional manner, consistent with the expectations of Inspire’s Board and its President. Executive may serve on outside boards of directors or committees of public or private organizations if the outside activities are first disclosed to and approved in writing by Inspire’s Board or its President. That approval will not be granted if the outside activities are deemed by the Board or Inspire’s President to conflict in any way with the provisions of this Agreement, to impair Executive’s ability to perform Executive’s duties under this Agreement, or to otherwise conflict in any way with business interests of Inspire. Notwithstanding the foregoing, Executive shall be

 



 

entitled to serve on boards or committees of religious, educational, or charitable non-profit organizations without disclosing such activities to the Board or obtaining its consent, provided such service does not in any material respect interfere with Executive’s services as an employee of Inspire.

 

3.             Term of Employment. This Agreement is not intended to establish any minimum or maximum period for Executive’s continuing employment. Executive and Inspire have an “at-will” employment relationship, which means that either party has the right to terminate the employment relationship at any time and for any reason, with or without cause. The reason for and timing of the termination, as set forth in Paragraph 5, will determine the amount of post-termination payments and benefits, if any, as set forth in Paragraph 6.

 

4.             Compensation, Reimbursement and Benefits. As compensation for all of Executive’s services under this Agreement, Company agrees to provide Executive the following compensation, reimbursements and benefits:

 

a.             Base Salary. Company will pay Executive a semi-monthly base salary (the “Base Salary”), payable in accordance with Inspire’s standard payroll practices. The initial annualized Base Salary shall be in the gross amount of Two Hundred Thousand Dollars ($200,000.00). The Base Salary shall be subject to annual performance review and possible adjustments by Inspire’s President.

 

b.             Performance Review. Not later than twelve (12) months after Executive commences employment with Inspire, Inspire’s President shall conduct a review of Executive’s performance to consider any changes in the scope or description of job responsibilities. Thereafter, Inspire’s President shall conduct annual performance reviews with Executive (not later than the anniversary of the initial performance review) and shall evaluate job responsibilities and any adjustments to Base Salary.

 

c.             Incentive Awards. As additional compensation, Executive will be eligible to receive discretionary annual bonuses and/or long term incentive compensation (“Incentive Awards”) pursuant to the terms and conditions of Inspire’s annual bonus plan and/or Inspire’s long term incentive plan (jointly, “Incentive Plans”) which may be adopted, amended, supplemented, terminated and/or replaced by Inspire from time to time. With reference to the Incentive Plans, the parties understand as follows:

 

(1)           Executive’s eligibility to receive bonuses or other incentive awards pursuant to any Plans will be determined by the Board or such other committee or executive as may have responsibility for making that determination, in its sole discretion. Notwithstanding the foregoing, it is the intention of Inspire that Executive’s initial bonus compensation target for the first year shall be twenty five percent (25%) of Executive’s initial Base Salary, provided that Executive and Inspire have achieved certain performance goals and objectives, examples of which are attached hereto as Exhibit B. As discussed, a percentage of this MIP will be paid on a quarterly basis as a draw against the final incentive payout. A draw of $9,375 will be paid at the end of each quarter with the balance being adjusted at the end of the 4th quarter based upon the final payout amount awarded. To be eligible for the MIP program, the employee must be employed on the last day of

 

2



 

the calendar year. Should the employee not be employed on the last day of the colander year, the draws paid during the applicable year will be repaid to the Company.

 

(2)           The Incentive Plans are not necessarily all-inclusive because circumstances which Inspire has not anticipated may arise. Inspire may interpret or vary from the Incentive Plans if, in its opinion, the circumstances warrant it. Further, Executive’s eligibility to receive bonuses or other incentive awards may be affected in the event Inspire has determined that such bonus or incentive award would be in violation of law or reasonably create an adverse effect on Inspire or its obligations or agreements including, without limitation, leaving Inspire with insufficient liquidity (including adequate reserves) to carry on its business and pay its debt in the ordinary course.

 

(3)           Inspire reserves the right to make any changes at any time to the Incentive Plans by adding to, deleting from or otherwise amending any portion of them, with or without notice to Executive, provided, however, that if Executive has been awarded non-cash compensation pursuant to such plans, then Executive shall receive notice of any changes to the plan as may be required by applicable law, and provided, further, that any such changes are applicable to participants in the Incentive Plans generally and not specific to Executive.

 

(4)           Any questions regarding the computation of Incentive Awards under the Incentive Plans will be conclusively determined by Inspire’s President, pursuant to the terms and conditions of the Incentive Plans.

 

d.             Stock Options and Grants. Subject to approval of the Board, Executive will be granted stock options in Inspire in accordance with the Inspire 2009 Stock Incentive Plan. The number of options granted will be two hundred thousand (200,000) shares. The options granted will vest over four years with 25% vesting at the first year anniversary of the stock option grant and the balance vesting on a monthly basis at a rate of 1/36 per month for the remaining 36 months. With the approval of the Inspire’s Board, including the approval of at least two of the Preferred Directors, the vesting of the Executive will be subject to “double trigger” acceleration upon a change of control which will provide for acceleration of additional vesting, only upon (i.) a change of control and (ii.) the termination of such option holder’s employment, other than for Cause, following such change of control, in amounts determined by the Inspire’s Board, including approval of at least two of the Preferred Directors. The Board will periodically review Executive’s position and at its sole discretion issue additional stock options. Upon the grant of such options, Executive will enter into a stock option agreement in Inspire’s customary form.

 

e.             Expenses. Inspire will reimburse Executive for any and all ordinary, necessary and reasonable business expenses that Executive incurs in connection with the performance of Executive’s duties under this Agreement, including entertainment, telephone, travel and miscellaneous expenses. Executive must obtain proper approval for such expenses pursuant to Company’s policies and procedures and Executive must provide Company with documentation for such expenses in a form sufficient to sustain Inspire’s deduction for such expenses under the Internal Revenue Code.

 

3



 

f.             Time Off. Executive will be entitled to time off with or without pay in accordance with Inspire’s policies in effect at any particular time; provided, however, that Executive shall, in any event, be entitled to fifteen (15) days of Paid Time Off (“PTO”) during each full year of employment. Executive may carry at any point in time a maximum of twice the annual PTO. Once the maximum number of days has been achieved, no additional PTO will be accrued. The above PTO is not included as part of Inspire’s holiday schedule, for which Executive will receive compensation for days identified by Inspire as a holiday.

 

g.             Health, Disability and Life Insurance, and Other Executive Benefit Plans. Inspire will provide Executive with the same health, disability, and life insurance coverage provided generally to other full-time salaried employees of Inspire, and with other employee benefit plans which are presently existing or which may be established in the future by Inspire for its full-time salaried employees, subject to the terms and conditions of the applicable benefit plans.

 

h.             Indemnification. Inspire will defend, indemnify and hold Executive harmless from costs, expenses, damages and other liability incurred by Executive as a result of performing services to Inspire, subject to the limitations and other terms and conditions of applicable Delaware statutes and Inspire’s Articles of Incorporation or By Laws.

 

i.              Changes in Benefit Plans. It is understood that no references in this Agreement to particular employee benefit plans established or maintained by Inspire are intended to change the terms and conditions of these plans or to preclude Inspire from amending or terminating any such benefit plans.

 

j.              Withholding; Taxes. Inspire may withhold from any compensation, reimbursements and benefits payable to Executive all federal, state, city and other taxes as shall be required pursuant to any law or governmental regulation or ruling, as well as other standard withholdings and deductions. Executive recognizes that all of the payments and some of the benefits which Executive receives under this Agreement will constitute compensation, and will be fully taxable to Executive. Executive agrees to properly report such payments and benefits on Executive’s applicable income tax returns and to pay all appropriate taxes.

 

5.                                      Termination. Executive’s employment may be terminated at any time as follows:

 

a.             Death. Executive’s employment shall automatically terminate upon Executive’s death.

 

b.             Disability. Either party may terminate Executive’s employment at any time, upon written notice to the other party if Executive sustains a disability which precludes Executive from performing the essential functions of Executive’s job, with or without reasonable accommodations, as defined by applicable state and federal disability laws. Executive shall be presumed to have such a disability for purposes of this Agreement if Executive qualifies, because of illness or incapacity, to begin receiving disability income insurance payments under any long term disability income insurance policy that Inspire maintains for the benefit of Executive. If Executive does not qualify for such payments, Executive shall nevertheless be presumed to have

 

4



 

such a disability if Executive is substantially incapable of performing the essential functions of Executive’s job for a period of more than twenty six (26) consecutive weeks, with or without a reasonable accommodation, or for shorter non-consecutive periods aggregating thirty six (36) weeks in any twelve (12) month period.

 

c.             With Cause. Inspire may terminate Executive’s employment at any time, with “Cause”, upon written notice to Executive. “Cause” shall be defined as:

 

(1)           Executive’s breach of any of Executive’s obligations under this Agreement, or Executive’s repeated failure or refusal to perform or observe Executive’s duties, responsibilities and obligations as an Executive of Inspire, for reasons other than disability;

 

(2)           Any material dishonesty or other breach of the duty of loyalty of Executive affecting Inspire or any customer, vendor or employee of Inspire;

 

(3)           Use of alcohol or other drugs in a manner which affects the performance of Executive’s duties, responsibilities and obligations as an employee of Inspire;

 

(4)           Conviction of, or a plea of guilty or nolo contendere to, a charge of commission of a felony or of any crime involving misrepresentation, moral turpitude or fraud;

 

(5)           Commission by Executive of any other willful or intentional act which injures the reputation, business or business relationships of Inspire; or

 

(6)           The existence of any court order or settlement agreement prohibiting Executive’s continued employment with Inspire.

 

d.             Without Cause. Inspire may terminate Executive’s employment at any time, without Cause, upon one (1) month written notice to Executive. Inspire may, in its sole discretion, opt not to have Executive provide active employment services during some or all of the notice period, and place Executive on a paid leave of absence for some or all of the notice period.

 

e.             Resignation. Executive may, upon two (2) week written notice to Inspire, terminate Executive’s employment at any time for no reason

 

6.             Payments and Benefits Upon Termination. Upon the termination of Executive’s employment, Executive shall only be entitled to the following payments and benefits:

 

a.             Disability; Death. If Executive’s employment is terminated due to the disability or death of Executive, regardless of the date of termination, Executive or Executive’s estate or heirs, as appropriate, shall be paid (i) Base Salary, prorated through the date of termination; (ii) any cash bonus either accrued in accordance with the terms of the relevant plan or previously awarded but not yet paid to Executive at the time of his death or disability; (iii) any benefits payable under any disability or life insurance policy maintained by Inspire for the benefit of Executive at the time of the termination of employment, subject to the terms and

 

5



 

conditions of such policies; (iv) Executive’s accrued but unpaid PTO, prorated through the date of termination; (v) any unpaid expense reimbursement; and (vi) Executive’s or Executive’s estate or heirs, as appropriate, other vested benefits, if any, under any of Inspire’s Incentive Plans or any of Inspire’s other employee benefit plans (e.g., 401(k) plan), subject to the terms and conditions of those plans.

 

b.             Termination by Inspire For Cause; Resignation. If Inspire terminates Executive’s employment for Cause, or if Executive resigns, regardless of the date of termination, Executive shall be paid (i) Executive’s Base Salary, prorated through the date of termination; (ii) Executive’s accrued but unpaid PTO, prorated through the date of termination; (iii) any unpaid expense reimbursement; and (iv) Executive’s other vested benefits, if any, under any of Inspire’s Incentive Plans or any of Inspire’s other employee benefit plans (e.g., 401(k) plan), subject to the terms and conditions of those plans.

 

c.             Termination by Inspire Without Cause. If Company terminates Executive’s employment without Cause, regardless of the date of termination, Executive shall be paid the same payments and benefits as set forth in Subparagraph 6a. above. In addition, if Executive signs (and does not rescind, as allowed by law) a release of claims, to the full extent permitted by law, in a form reasonably satisfactory to Inspire, which assures, among other things, that Executive will not commence any type of litigation or assert other claims as a result of the termination (except to enforce his rights under this Agreement), Inspire shall pay Executive a post-termination payment, as set forth below:

 

(1)           If the effective date of termination of employment is during the first or second full year of Executive’s employment, an amount equal to two (2) months of Executive’s Base Salary as of the date of termination, and Inspire shall be responsible for the payment of premiums for any COBRA benefits which Executive elects to receive during such two (2) month period.

 

(2)           If the effective date of termination of employment occurs after the second full year of Executive’s employment, an amount equal to two (2) months of Executive’s Base Salary as of the date of termination plus one (1) additional month of Executive’s Base Salary for every full year employed greater then two (2) years. Inspire shall be responsible for the payment of premiums for any COBRA benefits which Executive elects to receive during such period.

 

The applicable post-termination payments shall be made in a lump sum within two (2) weeks after Executive signs (and does not rescind, as allowed by law) the above referenced release of claims (but in no event prior to the expiration of any applicable rescission period), subject to appropriate withholding and deductions. No incentive awards, retirement savings contributions, or 401(k) contributions will be paid to Executive by Inspire based on the amount of the post-termination payment.

 

d.             At Any Time as a Result of a Change of Control. If Inspire terminates Executive’s at-will employment without Cause at any time as a result of a Change of Control, and if Executive does not receive an offer of employment with the new controlling entity

 

6



 

providing a comparable Base Salary and comparable incentives, benefits and terms (giving credit to Executive’s prior employment with the Company), Executive shall be paid the same payments and benefits as set forth in Subparagraph 6.c. above, subject to the same conditions set forth in Subparagraph 6.c. above. It is understood that the payment under this change of control provision will be paid in lieu of, and not in addition to, the post-termination payment referenced in Subparagraph 6.c. Further, it is understood that no incentive awards, retirement savings contributions, or 401(k) contributions will be paid to Executive by Inspire based on the amount of the post-termination payment. It is understood that if Executive does receive an offer of employment with a comparable Base Salary and comparable incentives, benefits and terms (giving credit to Executive’s prior employment with the Company) with the new controlling entity, and chooses not to accept that employment, the Executive’s termination of employment shall be considered a resignation, and treated as set forth in Subparagraph 6.b. above. For purposes of this Agreement,  “Change of Control” means the occurrence of any of the following:

 

(1)           a sale by shareholders of the Company of a substantial portion of their stock in the Company, or a merger, reorganization or consolidation, whereby the Company’s equity holders existing immediately prior to such sale, merger, reorganization or consolidation do not, immediately after consummation of such sale, reorganization, merger or consolidation, own more than fifty percent (50%) of the combined voting power of the surviving entity’s then outstanding voting securities entitled to vote generally in the election of directors, but only if such event results in a change in Board composition such that the directors immediately preceding such events do not comprise a majority of the Board following such event; or

 

(2)           the sale or other disposition of all or substantially all of the Company’s assets to an entity in which the Company, any subsidiary of the Company, or the Company’s equity holders existing immediately prior to such sale beneficially own less than fifty percent (50%) of the combined voting power of such acquiring entity’s then outstanding voting securities entitled to vote generally in the election of directors but only if such event results in a change in Board composition such that the directors immediately preceding such events do not comprise a majority of the Board following such event.

 

7.             Business Protections. Inspire has many confidential and proprietary business interests and other information relating to its products, services and customers, which it needs to adequately protect. For this reason, its willingness to enter into this Agreement is contingent upon Executive’s acceptance of the covenants set forth in paragraph 8 below. Executive understands that the business protections in paragraph 8 will apply throughout Executive’s employment, and will continue to apply thereafter even if Executive’s employment is terminated under Paragraph 5 of this Agreement, regardless of the reason for or timing of the termination.

 

8.                                      Post-Employment Restrictions.

 

a.             Restrictions on Competition. Executive agrees that while employed by Inspire, and for twelve (12) months after the last day Executive is employed by Inspire, Executive will not be employed by or otherwise perform services for an organization which is engaged in the research and development, marketing, or distribution of a product or treatment

 

7



 

which is the same as or which competes with any product or treatment offered or being developed by Inspire during, or as of the date of termination of, Executive’s employment with Inspire.

 

b.             Prohibition on Solicitation of Inspire Employees. Executive agrees that at all times while employed by Inspire, and for twelve (12) months thereafter, Executive will not solicit, cause to be solicited, or participate in or promote the solicitation of any person to terminate that person’s employment with Inspire or to breach that person’s employment agreement with Inspire.

 

c.             Post-Employment Disclosure. In the event Executive’s employment with Inspire terminates, Executive agrees that during the term of the restrictions described in Paragraph 8.a. above, Executive will promptly inform Inspire of the identity of any new employer, the job title of Executive’s new position, and a description of any services to be rendered to that employer. In addition, Executive agrees to respond within ten (10) days to any written request from Inspire for further information concerning Executive’s work activities sufficient to provide Inspire with assurances that Executive is not violating any of the obligations Executive has undertaken in this Agreement.

 

d.             Prohibition on Disclosure of Confidential Information. Executive shall hold the  “Confidential Information “, as defined in Subparagraph 8.e., including trade secrets and/or data, in the strictest confidence and will never, without prior written consent of the Company, directly or indirectly disclose, assign, transfer, convey, communicate to or use for his own or another’s benefit, or directly or indirectly disclose, assign, transfer, convey, communicate to or use by a competitor of the Company or any other person or entity, including, but not limited to, the press, other professionals, corporations, partnerships or the public, at any time during his employment with the Company or at any time after his termination of employment with the Company, regardless of the reason for the Executive’s termination, whether voluntary or involuntary. Executive further promises and agrees that he will faithfully abide by any rules, policies, practices or procedures existing or which may be established by the Company for insuring the confidentiality of the Confidential Information, including, but not limited to, rules, policies, practices or procedures:

 

i)              Limiting access to authorized personnel;

 

ii)                                      Limiting copying of any writing, data or recording;

 

iii)            Requiring storage of property, documents or data in secure facilities provided by the Company and limiting safe or vault lock combinations or keys to authorized personnel; and/or

 

iv)           Checkout and return or other procedures promulgated by the Company from time to time.

 

e.             Definition of Confidential Information. For the purposes of this Agreement,  “Confidential Information “ means any information not generally known to the

 

8


 

public and proprietary to or in the possession of the Company and includes, without limitation, trade secrets, inventions, and information pertaining to research, development, purchasing, marketing, selling, accounting, licensing, business systems, business techniques, customer lists, prospective customer lists, price lists, business strategies and plans, pending patentable materials and/or designs, design documentation, documentation of meetings, tests and/or test standards, or manuals whether in document, electronic, computer or other form. For example, Confidential Information may be contained in the Company’s customer lists, prospective customer lists, the particular needs and requirements of customers, the particular needs and requirements of prospective customers, and the identity of customers or prospective customers. Information shall be treated as Confidential Information irrespective of its source and any information which is labeled or marked as being  “confidential “ or  “trade secret “ shall be presumed to be Confidential Information. The definition of  “Confidential Information “ as set forth in this paragraph is not intended to be complete. From time to time during the term of his employment, Executive may gain access to other information not generally known to the public and proprietary to or in the possession of the Company concerning the Company’s businesses that is of commercial value to the Company, which information shall be included in the definition in this paragraph, even though not specifically listed above. The definition of Confidential Information applies to any form in which the subject information, trade secrets, or data may appear, whether written, oral, or any other form of recording or storage.

 

f.             Restrictions. The restrictions herein provided shall not apply with respect to  “Confidential Information “ which: (A) is or becomes a part of the public domain without breach of this Agreement by the Executive; or (B) is disclosed pursuant to judicial action or government regulations, provided the Executive notifies the Company prior to such disclosure and cooperates with the Company in the event the Company elects to legally contest and avoid such disclosure.

 

g.             Certain Company Remedies. The Executive acknowledges that the Company will suffer irreparable harm if the Executive breaches Subparagraphs 8.a., 8.b. and/or 8.d.    of this Agreement. Accordingly, the Company shall be entitled to equitable relief, including but not limited to, an injunction, enjoining or restraining Executive from any violation of Subparagraphs 8.a., 8.b. and/or 8.d. of this Agreement, in addition to any other remedies the company is entitled to at law or in equity. In the event the Company pursues any remedies pursuant to this Subparagraph 8.f. and prevails in such a proceeding, the Executive shall pay the Company’s attorneys’ fees in connection with such proceeding. Should the Company not prevail in such a proceeding, the Company shall pay the Executive’s attorneys’ fees in connection with such proceeding. Furthermore, should a court of competent jurisdiction determine that the Executive has breached Subparagraphs 8.a., 8.b., and/or 8.d., the restrictions in such Subparagraphs will be extended by the period during which the Executive was in breach.

 

9.             Inventions. Inventions mean any and all inventions, discoveries, ideas, processes, writings, works of authorship, designs, developments and improvements, whether or not protectable under the applicable patent, trademark or copyright statutes, generated, conceived or reduced to practice by the Executive, alone or in conjunction with others, while employed by Inspire.

 

9



 

a.             Disclosure. Executive agrees to promptly disclose to Inspire in writing all Inventions.

 

b.             Ownership, Assignment and Recordkeeping. All Inventions shall be the exclusive property of Inspire. Executive hereby assigns all Inventions to Inspire. Executive agrees to keep accurate, complete and timely records of Executive’s Inventions, which records shall be the property of Inspire and shall be retained on Inspire’s premises.

 

c.             Cooperation. During and after the termination of Executive’s employment, Executive agrees to give Inspire all cooperation and assistance necessary to perfect, protect, and use its rights to Inventions. Without limiting the generality of the foregoing, Executive agrees to sign all documents, do all things, and supply all information that Inspire may deem necessary to (i) transfer or record the transfer of Executive’s entire right, title and interest in Inventions, and (ii) enable Inspire to obtain patent, copyright or trademark protection for Inventions anywhere in the world.

 

d.             Attorney-in-Fact. Executive irrevocably designates and appoints Inspire and its duly authorized officers and agents as attorney-in-fact to act for and in Executive’s behalf and stead to execute and file any lawful and necessary documents, and to do all other lawfully permitted acts, required for the assignment of, application for, or prosecution of any United States or foreign application for letters patent, copyright or trademark with the same legal force and effect as if executed by Executive.

 

e.             Waiver. Executive hereby waives and quitclaims to Inspire any and all claims, or any nature whatsoever, which Executive may now have or may hereafter have for infringement of any patent, copyright, or trademark resulting from any Inventions.

 

f.             Future Patents. Any Invention relating to the business of Inspire with respect to which Executive files a patent application within one (1) year following termination of Executive’s employment shall be presumed to cover Inventions conceived by Executive during the term of Executive’s employment, subject to proof to the contrary by Executive by good faith, contemporaneous, written and duly corroborated records establishing that such Invention was conceived and made following termination of employment and without using Confidential Information.

 

g.             Release or License. If an Invention does not relate to the existing or reasonable foreseeable business interests of Inspire, Inspire may, in its sole and unreviewable discretion, release or license the Invention to the Executive upon written request by the Executive. No release or license shall be valid unless in writing signed by Inspire’s general counsel.

 

h.             Notice. Executive is hereby notified that this Agreement and this Paragraph 9 do not apply to any Invention for which no equipment, supplies, facility or trade secret information of Inspire was used and which was developed entirely on the Executive’s own time, and (1) which does not relate (i) directly to the business of Inspire or (ii) to Inspire’s actual

 

10



 

or demonstrably anticipated research or development, or (2) which does not result from any work performed by the Executive for Inspire.

 

10.                               Miscellaneous.

 

a.             Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof and, except as otherwise stated, supersedes any and all oral or written prior agreements and understandings with respect to such subject matter; the parties have made no agreements, representations, or warranties relating to the subject matter of this Agreement which are not set forth herein.

 

b.             Construction. Each provision of this Agreement shall be interpreted so that it is valid and enforceable under applicable law. If any provision of this Agreement is to any extent invalid or unenforceable under applicable law, that provision will still be effective to the extent it remains valid and enforceable. The remainder of this Agreement also will continue to be valid and enforceable, and the entire Agreement will continue to be valid and enforceable in other jurisdictions. In the event that a court of competent jurisdiction determines that any of the provisions of Section 8 or 9 of this Agreement are not enforceable for any reason, such court shall reform such provisions to the minimum extent necessary to make them enforceable, it being the intention of the parties that such provisions be enforced to the maximum extent permitted by applicable law.

 

c.             Waivers. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel to enforce any provisions of this Agreement, except by a statement in writing signed by the party against who enforcement of the waiver or estoppel is sought. A waiver shall operate only as to the specific term or condition waived. No waiver shall constitute a continuing waiver or a waiver of such term or condition for the future unless specifically stated. No single or partial exercise of any right or remedy under this Agreement shall preclude any party from otherwise or further exercising such rights or remedies, or any other rights or remedies granted by law or any other document.

 

d.             Captions. The headings in this Agreement are for convenience of reference only and do not affect the interpretation of this Agreement.

 

e.             Modifications. This Agreement may not be altered, modified or amended except by an instrument in writing signed by each of the parties hereto.

 

f.             Governing Law. The laws of the State of Minnesota shall govern the validity, construction and performance of this Agreement, to the extent not pre-empted by federal law. Any legal proceeding related to this Agreement shall be brought in an appropriate Minnesota court, and each of the parties hereto hereby consents to the exclusive jurisdiction of the courts of the State of Minnesota for this purpose.

 

g.             Notices. All notices and other communications required or permitted under this Agreement shall be in writing and provided to the other party either in person, by fax,

 

11



 

or by certified mail.  Notices to Inspire must be provided or sent to its President; notices to Executive must be provided or sent to Executive in person or at Executive’s home.

 

h.             Survival. Notwithstanding the termination of Executive’s employment and the termination of this Agreement, the terms of this Agreement which relate to periods, activities, obligations, rights or remedies of the parties upon or subsequent to such termination shall survive such termination and shall govern all rights, disputes, claims or causes of action arising out of or in any way related to this Agreement.

 

i.              Successors and Assigns. This Agreement shall be binding on and inure to the benefit of lnspire’s successors and assigns.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

 

 

 

 

INSPIRE MEDICAL SYSTEMS, Inc.

 

 

 

 

 

 

/s/ Randy A. Ban 7/6/09

 

/s/ Timothy P. Herbert 7/6/09

By: Randy A. Ban

 

Timothy P. Herbert

 

 

President

 



 

Exhibit A

 

Responsibilities

 

·                  Clinical Study execution — provide leadership by working closely with the clinical team to develop and execute a site development and patient recruitment plan. Coordinate key investigator and research coordinator communications/meetings to ensure cross-learning and maintain interests in the clinical research. Develop and track key metrics regarding the clinical trial including site activation timing, patient recruitment and performance measurement of various recruitment tools.

·                  Therapy Positioning — Conduct a detailed review of previously prepared marketing materials, and re-define the Inspire therapy positioning based on this review and on-going clinical and research activities. Critically review and lead a re-write of the Inspire Claims Matrix in support of developing the clinical strategy.

·                  Corporate positioning and identity — Develop an overall Marketing Plan that encompasses the therapy positioning activities, the on-going and future research and clinical activities, early- commercial planning, and a communications plan. The Communications Plan will review current business positioning and develop a strategy regarding public awareness of Inspire (web presence, press releases, corporate communications, overall branding).

·                  Market Understanding — Over the last several years, the dynamics of the obstructive sleep market has dramatically changed. The previously prepared material on patient flow and target customer interfaces may be outdated. Therefore, a detailed patient flow and customer identification program needs to be developed and executed. The output being a well-defined patient/customer segment that will support the launch of the Inspire therapy.

·                  Physician Champions — Define the key physician advisors and build strong relationships with these physicians to guide the therapy development activity. This relationship building may include medical advisory boards, participation in research or clinical activities, and special focus groups. The output from this activity will be incorporated into the overall Marketing Plan.

·                  Commercial Readiness — Develop the overall commercialization planning for the company including the European launch (targeted as early as 2010). The strategy will include reimbursement and distribution strategies for targeted geographies.

·                  Provide leadership in the areas of reimbursement planning, publication planning, future clinical research strategy including registries, and second generation product mapping.

·                  Assist CEO in administrative activities including strategic planning, annual operating planning, and operational forecasting.

 



 

Exhibit B

 

Team Performance Objectives FY 2009
Inspire Medical Systems

January 1, 2009 — December
31, 2009

 

 

 

Objective

 

Weight

 

80%

 

100%

 

120%

 

FY2009
Actuals
(Weight * %)

1.

 

Feasibility Trial implants completed by September 1, 2009.
Completion of the first 8 U.S. implants to support the IDE supplement to either increase enrollment or transition to a Pivotal Study, AND complete the first 10 O.U.S. clinical implants to support transitioning to a global Pivotal Study.

 

25%

 

Oct 1, 2009

 

Aug 1, 2009

 

Jun 1, 2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2.

 

Product Development - Inspire II Implantable System Qualified for Pivotal Clinical Implants by November 1, 2009
Implantable system includes all hardware qualified and manufactured to initiate the Inspire Pivotal Clinical Trial including the IPG, Sensor, Stimulation Lead, 2nd Generation Physician Programmer and 3032 Patient Programmer. Qualification includes all final pack and literature necessary to gain clinical trial approval in US, Europe and/or Israel.

 

25%

 

Dec 1, 2009

 

Nov 1, 2009

 

Oct 1, 2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3.

 

Inspire II Pivotal Clinical Trial regulatory approval in US, Europe or Israel by December 1, 2009.
Milestone includes completion of all documentation required to gain country regulatory approval as well as the recruitment of clinical study sites and conducting of a Global Pivotal Trial (any O.U.S. regulatory approval must align with FDA guidelines so the O.U.S. data may be pooled with in any U.S. Pivotal Study data).

 

25%

 

Dec 31, 2009

 

Dec 1, 2009

 

Nov 1, 2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.

 

Inspire Pivotal Clinical Trial (Safety and Efficacy Study) first human implant by Dec 15, 2008.

 

25%

 

Dec 31, 2009

 

Dec 15, 2009

 

Dec 1, 2009

 

 

 



EX-10.18 21 a2235179zex-10_18.htm EX-10.18

Exhibit 10.18

 

EXECUTIVE EMPLOYMENT AGREEMENT

 

This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 1st day of June, 2014, by and between Inspire Medical Systems, Inc. (“Inspire” or the “Company”), a Delaware corporation, and Richard J. Buchholz (“Executive”).

 

A.                                    RECITALS

 

1.                                     Executive has the professional and personal skills to serve Inspire as its Chief Financial Officer, and can be instrumental in helping it to achieve its objectives to the mutual benefit of Inspire and Executive;

 

2.                                     The parties wish to establish an employment relationship, to protect Inspire’s business and other interests, to protect the relevant interests of Inspire, to provide protections to Executive in the event Executive’s employment is terminated without cause, and to provide the essential terms of Executive’s employment.

 

B.                                    AGREEMENT

 

In consideration of the foregoing premises and the mutual covenants and obligations of this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

1.                                     Employment. Subject to all of the terms and conditions of this Agreement, Inspire agrees to employ Executive, and Executive agrees to accept employment with Inspire. It is understood that Executive and Executive’s employment with Inspire will be subject to the policies and terms (as they may be amended from time to time by Inspire) as adopted by Inspire’s Board of Directors (the “Board”) or its President, Inspire’s employee handbook and other policies in effect for salaried employees of Inspire, except as otherwise specifically provided in this Agreement.

 

2.                                     Duties.                          The services of Executive shall be exclusive to Inspire, except as otherwise agreed to in writing by Inspire. Executive shall initially function in the capacity of Chief Financial Officer, shall exert Executive’s energy and full working time to the prosecution of Executive’s duties, and shall promptly and faithfully perform all these duties which pertain to that employment. Executive shall assume primary responsibility for the duties of the Chief Financial Officer including, without limitation, the responsibilities set forth on Exhibit A, and such other duties as may be mutually agreed upon by Executive and Inspire’s President. Executive will perform Executive’s obligations in a competent and professional manner, consistent with the expectations of Inspire’s Board and its President. Executive may serve on outside boards of directors or committees of public or private organizations if the outside activities are first disclosed to and approved in writing by Inspire’s Board or its President. That approval will not be granted if the outside activities are deemed by the Board or Inspire’s President to conflict in any way with the provisions of this Agreement, to impair Executive’s ability to perform Executive’s duties under this Agreement, or to otherwise conflict in any way with business interests of Inspire. Notwithstanding the foregoing, Executive shall be entitled to

 



 

serve on boards or committees of religious, educational, or charitable non -profit organizations without disclosing such activities to the Board or obtaining its consent, provided such service does not in any material respect interfere with Executive’s services as an employee of Inspire.

 

3.                                     Term of Employment. This Agreement is not intended to establish any minimum or maximum period for Executive’s continuing employment. Executive and Inspire have an “at-will” employment relationship, which means that either party has the right to terminate the employment relation ship at any time and for any reason, with or without cause. The reason for and timing of the termination, as set forth in Paragraph 5, will determine the amount of post-termination payments and benefits, if any, as set forth in Paragraph 6.

 

4.                                     Compensation, Reimbursement and Benefits. As compensation for all of Executive’s services under this Agreement, Company agrees to provide Executive the following compensation, reimbursements and benefits:

 

a.                                     Base Salary. Company will pay Executive a semi -monthly base salary (the “Base Salary”), payable in accordance with Inspire’s standard payroll practices. The initial annualized Base Salary shall be in the gross amount of Two Hundred Thirty Five Thousand Dollars ($235,000.00). The Base Salary shall be subject to annual performance review and possible adjustments by Inspire’s President.

 

b.                                     Performance Review. Not later than twelve (12) months after Executive commences employment with Inspire, Inspire’s President shall conduct a review of Executive’s performance to consider any changes in the scope or description of job responsibilities. Thereafter, Inspire’s President shall conduct annual performance reviews with Executive (not later than the anniversary of the initial performance review) and shall evaluate job responsibilities and any adjustment s to Base Salary.

 

c.                                      Incentive Awards. As additional compensation, Executive will be eligible to receive discretionary annual bonuses and/or long term incentive compensation (“Incentive Awards”) pursuant to the terms and conditions of Inspire’s annual bonus plan and/or Inspire’s long term incentive plan (jointly, “Incentive Plans”) which may be adopted, amended, supplemented, terminated and/or replaced by Inspire from time to time. With reference to the Incentive Plans, the parties understand as follows:

 

(1)                                Executive’s eligibility to receive bonuses or other incentive awards pursuant to any Plans will be determined by the Board or such other committee or executive as may have responsibility for making that determination, in its sole discretion. Notwithstanding the foregoing, it is the intention of Inspire that Executive’s initial bonus compensation target for the first year shall be twenty five percent (25%) of Executive’s initial Base Salary, provided that Executive and Inspire have achieved certain performance goals and objectives, examples of which are attached hereto as Exhibit B. The bonus in 2014 will be prorated from the starting date of employment. To be eligible for the MIP program, the employee must be employed on the last day of the calendar year.

 



 

(2)                                 The Incentive Plans are not necessarily all-inclusive because circumstances which Inspire has not anticipated may arise. Inspire may interpret or vary from the Incentive Plans if, in its opinion, the circumstances warrant it. Further, Executive’s eligibility to receive bonuses or other incentive awards may be affected in the event Inspire has determined that such bonus or incentive award would be in violation of law or reasonably create an adverse effect on Inspire or its obligations or agreements including, without limitation, leaving Inspire with insufficient liquidity (including adequate reserves) to carry on its business and pay its debt in the ordinary course.

 

(3)                                 Inspire reserves the right to make any changes at any time to the Incentive Plans by adding to, deleting from or otherwise amending any portion of them, with or without notice to Executive, provided, however, that if Executive has been awarded non-cash compensation pursuant to such plans, then Executive shall receive notice of any changes to the plan as may be required by applicable law, and provided, further, that any such changes are applicable to participants in the Incentive Plans generally and not specific to Executive.

 

(4)                                 Any questions regarding the computation of Incentive Awards under the Incentive Plans will be conclusively determined by Inspire’s President, pursuant to the terms and conditions of the Incentive Plans.

 

d.                                     Stock Options and Grants. Subject to approval of the Board, Executive will be granted stock options in Inspire in accordance with the Inspire 2007 Stock Incentive Plan. The number of options granted will be five hundred fifty thousand (550,000) shares. The options granted will vest over four years with 25% vesting at the first year anniversary of the stock option grant and the balance vesting on a monthly basis at a rate of 1/36 per month for the remaining 36 months. With the approval of the Inspire’s Board, including the approval of at least two of the Preferred Directors, the vesting of the Executive will be subject to “double trigger” acceleration upon a change of control which will provide for acceleration of additional vesting, only upon (i.) a change of control and (ii.) the termination of such option holder’s employment, other than for Cause, following such change of control, in amounts determined by the Inspire’s Board, including approval of at least two of the Preferred Directors. The Board will periodically review Executive’s position and at its sole discretion issue additional stock options. Upon the grant of such options, Executive will enter into a stock option agreement in Inspire’s customary form.

 

e.                                        Expenses. Inspire will reimburse Executive for any and all ordinary, necessary and reasonable business expenses that Executive incurs in connection with the performance of Executive’s duties under this Agreement, including entertainment, telephone, travel and miscellaneous expenses. Executive must obtain proper approval for such expenses pursuant to Company’s policies and procedures and Executive must provide Company with documentation for such expenses in a form sufficient to sustain Inspire’s deduction for such expenses under the Internal Revenue Code.

 

f.                                       Time Off. Executive will be entitled to time off with or without pay in accordance with Inspire’s policies in effect at any particular time ; provided, however, that Executive shall, in any event, be entitled to fifteen (15) days of Paid Time Off (“PTO”) during

 



 

each full year of employment, and will increase in accordance with the Inspire Employee Handbook. Executive may carry at any point in time a maximum of twice the annual PTO. Once the maximum number of days has been achieved, no additional PTO will be accrued. The above PTO is not included as part of lnspire’s holiday schedule, for which Executive will receive compensation for days identified by Inspire as a holiday.

 

g.                                      Health, Disability and Life Insurance, and Other Executive Benefit Plans. Inspire will provide Executive with the same health, disability, and life insurance coverage provided generally to other full-time salaried employees of Inspire, and with other employee benefit plans which are presently existing or which may be established in the future by Inspire for its full-time salaried employees, subject to the terms and conditions of the applicable benefit plans.

 

h.                                     Indemnification. Inspire will defend, indemnify and hold Executive harmless from costs, expenses, damages and other liability incurred by Executive as a result of performing services to Inspire, subject to the limitation s and other terms and conditions of applicable Delaware statutes and Inspire’s Articles of Incorporation or By Laws.

 

i.                                          Changes in Benefit Plans. It is understood that no references in this Agreement to particular employee benefit plans established or maintained by Inspire are intended to change the terms and conditions of these plans or to preclude Inspire from amending or terminating any such benefit plans.

 

j.                                          Withholding: Taxes. Inspire may withhold from any compensation, reimbursements and benefits payable to Executive all federal, state, city and other taxes as shall be required pursuant to any law or governmental regulation or ruling, as well as other standard withholdings and deductions. Executive recognizes that all of the payments and some of the benefits which Executive receives under this Agreement will constitute compensation, and will be fully taxable to Executive. Executive agrees to properly report such payments and benefits on Executive’s applicable income tax returns and to pay all appropriate taxes.

 

5.                                     Termination. Executive’s employment may be terminated at any time as follows:

 

a.                               Death. Executive’s employment shall automatically terminate upon Executive’s death.

 



 

b.                                     Disability. Either party may terminate Executive’s employment at any time, upon written notice to the other party if Executive sustains a disability which precludes Executive from performing the essential functions of Executive’s job, with or without reasonable accommodations, as defined by applicable state and federal disability laws. Executive shall be presumed to have such a disability for purposes of this Agreement if Executive qualifies, because of illness or incapacity, to begin receiving disability income insurance payments under any long ten n disability income insurance policy that Inspire maintains for the benefit of Executive. If Executive does not qualify for such payments, Executive shall nevertheless be presumed to have such a disability if Executive is substantially incapable of performing the essential functions of Executive’s job for a period of more than twenty six (26) consecutive weeks, with or without a reasonable accommodation, or for shorter non-consecutive periods aggregating thirty six (36) weeks in any twelve (12) month period.

 

c.                                        With Cause. Inspire may terminate Executive’s employment at any time, with “Cause”, upon written notice to Executive. “Cause” shall be defined as:

 

(1)                                 Executive’s breach of any of Executive’s obligations under this Agreement, or Executive’s repeated failure or refusal to perform or observe Executive’s duties, responsibilities and obligations as an Executive e of Inspire, for reasons other than disability ;

 

(2)                                 Any material dishonesty or other breach of the duty of loyalty of Executive affecting Inspire or any customer, vendor or employee of Inspire ;

 

(3)                                 Use of alcohol or other drugs in a manner which affects the performance of Executive’s duties, responsibilities and obligations as an employee of Inspire;

 

(4)                                 Conviction of, or a plea of guilty or nolo contendere to, a charge of commission of a felony or of any crime involving misrepresentation, moral turpitude or fraud;

 

(5)                                 Commission by Executive of any other willful or intentional act which injures the reputation, business or business relationships of Inspire; or

 

(6)                                  The existence of any court order or settlement agreement prohibiting Executive’s continued employment with Inspire.

 

d.                                      Without Cause. Inspire may terminate Executive’s employment at any time, without Cause, upon one (1) month written notice to Executive. Inspire may, in its sole discretion, opt not to have Executive provide active employment services during some or all of the notice period, and place Executive on a paid leave of absence for some or all of the notice period.

 

e.                                       Resignation. Executive may, upon two (2) week written notice to Inspire, terminate Executive’s employment at any time for no reason

 

6.                                     Payments and Benefits Upon Termination. Upon the termination of Executive’s employment, Executive shall only be entitled to the following payments and benefits:

 

a.                                     Disability; Death. If Executive’s employment is terminated due to the

 



 

disability or death of Executive, regardless of the date of termination, Executive or Executive’s estate or heirs, as appropriate, shall be paid (i) Base Salary, prorated through the date of termination; (ii) any cash bonus either accrued in accordance with the terms of the relevant plan or previously awarded but not yet paid to Executive at the time of his death or disability; (iii) any benefits payable under any disability or life insurance policy maintained by Inspire for the benefit of Executive at the time of the termination of employment, subject to the terms and conditions of such policies; (iv) Executive’s accrued but unpaid PTO, prorated through the date of termination; (v) any unpaid expense reimbursement; and (vi) Executive’s or Executive’s estate or heirs, as appropriate, other vested bene fits, if any, under any of Inspire’s Incentive Plans or any of Inspire’s other employee benefit plans (e.g., 401(k) plan), subject to the terms and conditions of those plans.

 

b.                                    Termination by Inspire For Cause; Resignation. If Inspire terminates Executive’s employment for Cause, or if Executive resigns, regardless of the date of termination, Executive shall be paid (i) Executive’s Base Salary, prorated through the date of termination; (ii) Executive’s accrued but unpaid PTO, prorated through the date of termination; (iii) any unpaid expense reimbursement; and (iv) Executive’s other vested bene fits, if any, under any of Inspire’s Incentive Plans or any of Inspire’s other employee benefit plans (e.g., 401(k) plan), subject to the terms and conditions of those plans.

 

c.                                      Termination by Inspire Without Cause. If Company terminates Executive’s employment without Cause, regardless of the date of termination, Executive shall be paid the same payments and benefits as set forth in Subparagraph 6a. above. In addition, if Executive signs (and does not rescind, as allowed by law) a release of claims, to the full extent permitted by law, in a form reasonably satisfactory to Inspire, which assures, among other things, that Executive will not commence any type of litigation or assert other claims as a result of the termination (except to enforce his rights under this Agreement), Inspire shall pay Executive a post-termination payment, as set forth below:

 

(1)                               If the effective date of termination of employment is during the first or second full year of Executive’s employment, an amount equal to six (6) months of Executive’s Base Salary as of the date of termination, and Inspire shall be responsible for the payment of premiums for any COBRA benefits which Executive elects to receive during such two (2) month period.

 

(2)                               If the effective date of termination of employment occurs after the second full year of Executive’s employment, an amount equal to six (6) months of Executive’s Base Salary as of the date of termination plus one (I) additional month of Executive’s Base Salary for every full year employed greater then two (2) years. Inspire shall be responsible for the payment of premiums for any COBRA benefits which Executive elects to receive during such period.

 

The applicable post-term in at ion payments shall be made in a lump sum within two (2) weeks after Executive signs (and does not rescind, as allowed by law) the above referenced release of claims (but in no event prior to the expiration of any applicable rescission period), subject to appropriate withholding and deductions. No incentive awards, retirement savings contributions, or 401(k) contributions will be paid to Executive by Inspire based on the amount of the post-termination payment.

 



 

d.                                 At Any Time as a Result of a Change of Control. If Inspire terminates Executive’s at- will employment without Cause at any time as a result of a Change of Control, and if Executive does not receive an offer of employment with the new controlling entity providing a comparable Base Salary and comparable incentives, benefits and terms (giving credit to Executive’s prior employment with the Company), Executive shall be paid the same payments and benefits as set forth in Subparagraph 6.c. above, subject to the same conditions set forth in Subparagraph 6.c. above. It is understood that the payment under this change of control provision will be paid in li e u of, and not in addition to, the post-termination payment referenced in Subparagraph 6.c. Further, it is understood that no incentive awards, retirement savings contributions, or 40 I (k) contributions will be paid to Executive by Inspire based on the amount of the post-termination payment. It is understood that if Executive does receive an offer of employment with a comparable Base Salary and comparable incentives, benefits and terms (giving credit to Executive’s prior employment with the Company) with the new controlling entity, and chooses not to accept that employment, the Executive’s termination of employment shall be considered a resignation, and treated as set forth in Subparagraph 6.b. above. For purposes of this Agreement, “Change of Control” means the occurrence of any of the following:

 

(1)                                a sale by shareholders of the Company of a substantial portion of their stock in the Company, or a merger, reorganization or consolidation, whereby the Company’s equity holder s existing immediately prior to such sale, merger, reorganization or consolidation do not, immediately after consummation of such sale, reorganization, merger or consolidation, own more than fifty percent (50%) of the combined voting power of the surviving entity’s then outstanding voting securities entitled to vote generally in the election of directors, but only if such event results in a change in Board composition such that the directors immediately preceding such events do not comprise a majority of the Board following such event; or

 

(2)                                 the sale or other disposition of all or substantially all of the Company’s assets to an entity in which the Company, any subsidiary of the Company, or the Company’s equity holders existing immediately prior to such sale beneficially own less than fifty percent (50%) of the combined voting power of such acquiring entity’s then outstanding voting securities entitled to vote generally in the e lection of directors but only if such event results in a change in Board composition such that the directors immediately preceding such events do not comprise a majority of the Board following such event.

 

7.                                     Business Protections. Inspire has many confidential and proprietary business interests and other information relating to its products, services and customers, which it needs to adequately protect. For this reason, its willingness to enter into this Agreement is contingent upon Executive’s acceptance of the covenants set forth in paragraph 8 below. Executive understands that the business protections in paragraph 8 will apply throughout Executive’s employment, and will continue to apply thereafter even if Executive’s employment is terminated under Paragraph 5 of this Agreement, regardless of the reason for or timing of the termination.

 

8.                                     Post-Employment Restrictions.

 

a.                                     Restrictions on Competition. Executive agrees that while employed by Inspire, and for twelve (12) months after the last day Executive is employed by Inspire, Executive will not be employed by or otherwise perform services for an organization which is engaged in the research and development, marketing, or distribution of a product or treatment which is the same as or which competes with any product or treatment offered or being developed by Inspire during, or as of the

 


 

date of termination of, Executive’s employment with Inspire.

 

b.                                     Prohibition on Solicitation of Inspire Employees. Executive agrees that at all times while employed by Inspire, and for twelve (12) months thereafter, Executive will not solicit, cause to be solicited, or participate in or promote the solicitation of any person to terminate that person’s employment with Inspire or to breach that person’s employment agreement with Inspire.

 

c.                                      Post-Employment Disclosure. In the event Executive’s employment with Inspire terminates, Executive agrees that during the term of the restrictions described in Paragraph 8.a. above, Executive will promptly inform Inspire of the identity of any new employer, the job title of Executive’s new position, and a description of any services to be rendered to that employer. In addition, Executive agrees to res pond within ten (10) days to any written request from Inspire for further information concerning Executive’s work activities sufficient to provide Inspire with assurances that Executive is not violating any of the obligations Executive has undertaken in this Agreement.

 

d.                                     Prohibition on Disclosure of Confidential Information. Executive shall hold the “Confidential Information”, as defined in Sub paragraph 8.e., including trade secrets and /or data, in the strictest confidence and will never, without prior written consent of the Company, directly or indirectly disclose, assign, transfer, convey, communicate to or use for his own or another’s benefit, or directly or indirectly disclose, assign, transfer, convey, communicate to or use by a competitor of the Company or any other person or entity, including, but not limited to, the press, other professionals, corporations, partnerships or the public, at any time during his employment with the Company or at any time after his termination of employment with the Company, regardless of the reason for the Executive’s termination, whether voluntary or involuntary. Executive further promises and agrees that he will faithfully abide by any rule s, policies, practices or procedures existing or which may be established by the Company for insuring the confidentiality of the Confidential Information, including, but not limited to, rules, policies, practices or procedures:

 

i)                                        Limiting access to authorized personnel;

 

ii)                                     Limiting copying of any writing, data or recording;

 

iii)                                  Requiring storage of property, documents or data in secure facilities provided by the Company and limiting safe or vault lock combinations or keys to authorized personnel; and/or

 

iv)                                Checkout and return or other procedures promulgated by the Company from time to time.

 

e.                                                  Definition of Confidential Information. For the purposes of this Agreement, “Confidential Information” means any information not generally known to the public and proprietary to or in the possession of the Company and includes, without limitation,  trade secrets, inventions, and information pertaining to research, development, purchasing, marketing, selling, accounting, licensing, business system s, business techniques, customer lists, prospective customer lists, price lists, business strategies and plans, pending patentable materials and/or designs, design documentation, documentation of meetings, tests and/or test standards, or manual s whether in

 



 

document, electronic, computer or other form. For example, Confidential Information may be contained in the Company’s customer lists, prospective customer lists, the particular needs and requirements of customers, the particular needs and requirements of prospective customers, and the identity of customers or prospective customers. Information shall be treated as Confidential Information irrespective of its source and any information which is labeled or marked as being “confidential” or “trade secret” shall be presumed to be Confidential Information. The definition of “Confidential Information” as set forth in this paragraph is not intended to be complete. From time to time during the term of his employment, Executive may gain access to other information not generally known to the public and proprietary to or in the possession of the Company concerning the Company’s businesses that is of commercial value to the Company, which information shall be included in the definition in this paragraph, even though not specifically listed above. The definition of Confidential Information applies to any form in which the subject information, trade secrets, or data may appear, whether written, oral, or any other form of recording or storage.

 

f.                                                   Restrictions. The restrictions herein provided shall not apply with respect to “Confidential Information” which: (A) is or becomes a part of the public domain without breach of this Agreement by the Executive; or (B) is disclosed pursuant to judicial act ion or government regulations, provided the Executive notifies the Company prior to such disclosure and cooperates with the Company in the event the Company elects to legally contest and avoid such disclosure.

 

g.                                                  Certain Company Remedies. The Executive acknowledges that the Company will suffer irreparable harm if the Executive breaches Subparagraphs 8.a., 8.b. and/or 8.d. of this Agreement. Accordingly, the Company shall be entitled to equitable relief, including but not limited to, an injunction, enjoining or restraining Executive from any violation of Subparagraphs 8.a., 8.b. and/or 8.d. of this Agreement, in addition to any other remedies the company is entitled to at law or in equity. In the event the Company pursues any remedies pursuant to this Subparagraph 8.f. and prevails in such a proceeding, the Executive shall pay the Company’s attorneys’ fees in connection with such proceeding. Should the Company not prevail in such a proceeding, the Company shall pay the Executive’s attorneys’ fees in connection with such proceeding. Furthermore, should a court of competent jurisdiction deter mine that the Executive has breached Subparagraphs 8.a., 8.b., and/or 8.d., the restrictions in such Subparagraphs will be extended by the period during which the Executive was in breach.

 

9.                                     Inventions. Inventions mean any and all inventions, discoveries, ideas, processes, writings, works of authorship, designs, developments and improvements, whether or not protectable under the applicable patent, trademark or copyright statutes, generated, conceived or reduced to practice by the Executive, alone or in conjunct ion with others, while employed by Inspire.

 



 

a.                                     Disclosure. Executive agrees to promptly disclose to Inspire in writing all Inventions.

 

b.                                    Ownership, Assignment and Recordkeeping. All Inventions shall be the exclusive property of Inspire. Executive hereby assigns all Inventions to Inspire. Executive agrees to keep accurate, complete and timely records of Executive’s Inventions, which records shall be the property of Inspire and shall be retained on Inspire’s premises.

 

c.                                      Cooperation. During and after the termination of Executive’s employment, Executive agrees to give Inspire all cooperation and assistance necessary to perfect, protect, and use its rights to Inventions. Without limiting the generality of the foregoing, Executive agrees to sign all documents, do all things, and supply all information that Inspire may deem necessary to (i) transfer or record the transfer of Executive’s entire right, title and interest in Inventions, and (ii) enable Inspire to obtain patent, copyright or trademark protection for Inventions anywhere in the world.

 

d.                                      Attorney-in-Fact. Executive irrevocably designates and appoints Inspire and its duly authorized officers and agents as attorney- in -fact to act for and in Executive’s behalf and stead to execute and file any lawful and necessary documents, and to do all other lawfully permitted acts, required for the assignment of, application for, or prosecution of any United States or foreign application for letters patent, copyright or trademark wit h the same le gal force and effect as if executed by Executive.

 

e.                                       Waiver. Executive hereby waives and quitclaims to Inspire any and all claims, or any nature whatsoever, which Executive may now have or may hereafter have for infringement of any patent, copyright, or trade mark resulting from any Inventions.

 

f.             Future Patents. Any Invention relating to the business of Inspire with respect to which Executive files a patent application within one (1) year following termination of Executive’s employment shall be presumed to cover Inventions conceived by Executive during the term of Executive’s employment, subject to proof to the contrary by Executive by good faith, contemporaneous, written and duly corroborated records establishing that such Invention was conceived and made following termination of employment and without using Confidential Information.

 

g.                                     Release or License. If an Invention does not relate to the existing or reasonable foreseeable business interests of Insp ire, Inspire may, in its sole and unreviewable discretion, release or license the Invention to the Executive upon written request by the Executive. No release or license shall be valid unless in writing signed by Inspire’s general counsel.

 

h.                                     Notice. Executive is hereby notified that this Agreement and this Paragraph 9 do not apply to any Invention for which no equipment, supplies, facility or trade secret information of Inspire was used and which was developed entirely on the Executive’s own time, and (1) which  does not relate (i) directly to the business of Inspire or (ii) to Inspire’s actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by the Executive for Inspire.

 

10.                             Miscellaneous.

 

a.                                      Entire Agreement. This Agreement contains the entire agreement of the parties

 



 

relating to the subject matter hereof and, except as otherwise stated, supersedes any and all oral or written prior agreements and understandings with respect to such subject matter; the parties have made no agreements, representations, or warranties relating to the subject matter of this Agreement which are not set forth herein.

 

b.                                    Construction. Each provision of this Agreement shall be interpreted so that it is valid and enforceable under applicable law. If any provision of this Agreement is to any extent invalid or unenforceable under applicable law, that provision will still be effective to the extent it remains valid and enforceable. The remain der of this Agreement also will continue to be valid and enforceable, and the entire Agreement will continue to be valid and enforceable in other jurisdictions. In the event that a court of competent jurisdiction determines that any of the provisions of Section 8 or 9 of this Agreement are not enforceable for any reason, such court shall reform such provisions to the minimum extent necessary to make them enforceable, it being the intention of the parties that such provisions be enforced to the maximum extent permitted by applicable law.

 

c.                                      Waivers. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel to enforce any provisions of this Agreement, except by a statement in writing signed by the party against who enforcement of the waiver or estoppel is sought. A waiver shall operate only as to the specific term or condition waived. No waiver shall constitute a continuing waiver or a waiver of such term or condition for the future unless specifically stated. No single or partial exercise of any right or remedy under this Agreement shall preclude any party from otherwise or further exercising such rights or remedies, or any other rights or remedies granted by law or any other document.

 

d.                                     Captions. The headings in this Agreement are for convenience of reference only and do not affect the interpretation of this Agreement.

 

e.                                      Modifications. This Agreement may not be altered, modified or amended except by an instrument in writing signed by each of the parties hereto.

 

f.                                       Governing Law. The law s of the State of Minnesota shall govern the validity, construct ion and performance of this Agreement, to the extent not pre-empted by federal law. Any legal proceeding related to this Agreement shall be brought in an appropriate Minnesota court, and each of the parties hereto hereby consents to the exclusive jurisdiction of the courts of the State of Minnesota for this purpose.

 

g.                                      Notices. All notices and other communications required or permitted under this Agreement shall be in writing and provided to the other party either in person, by fax,

 



 

or by certified mail. Notices to Inspire must be provided or sent to its President; notices to Executive must be provided or sent to Executive in person or at Executive’s home.

 

h.                                     Survival. Notwithstanding the termination of Executive’s employment and the termination of this Agreement, the terms of this Agreement which relate to periods, activities, obligations, rights or remedies of the parties upon or subsequent to such termination shall survive such termination and shall govern all rights, disputes, claims or causes of action arising out of or in any way related to this Agreement.

 

i.                                          Successors and Assigns. This Agreement shall be binding on and inure to the benefit of Inspire’s successors and assigns.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

 

 

 

INSPIRE MEDICAL SYSTEMS, Inc.

 

 

 

 

 

 

/s/ Richard J. Buchholz

 

/s/ Timothy P. Herbert

By:

Richard J. Buchholz

 

Timothy P. Herbert

 

 

 

President

 



 

Exhibit A

Responsibilities

 

·                  Employee will be responsible for all financial aspects of the company including all accounting and reporting activities. The CFO will manage the financial staff.

 

·                  Employee will closely participate with the CEO on all M&A activities related to the company.

 

·                  Employee will have cash flow management responsibility providing leadership in fundraising activities including venture debt or any subsequent equity financing

 

·                  Employee will have responsibility to implement controls and management practices to prepare company for a potential initial public offering in 12- to 18-months after starting at the company.

 

·                  Oversee HR activities (payroll, benefits, 401 (k), vacation, contracting, stock options)

 

·                  Oversee IT activities including implementation of systems required to streamline the operational processes of the company during the transition to commercialization in the US.

 

·                  Serve as a member on the Inspire senior leadership team to establish strategies and guide the organization during the transition from the clinical-stage to the commercial-stage.

 



 

Exhibit B

 

Team Performance Objectives FY 2014
Inspire Medical Systems

January 1, 2014 - December 31, 2014

 

 

 

Objective

 

Weight

 

80%

 

100%

 

120%

 

1.

 

Regulatory Milestone. Obtain US FDA approval of the Inspire PMA.

 

40%

 

Sept 29, 2014

 

Jul y 31, 2014

 

May 30, 2014

 

2.

 

Global Revenue. Total of all US and European revenue in 2014. The revenue targets reflect the risk of associated with FDA PMA approval.

 

30%

 

$2.0M

 

$4.0M

 

$6.25M

 

3.

 

Inspire Global Reimbursement. Milestone is obtaining German reimbursement at a minimum of 3 clinical centers (NUB4 or NUB1) during 2014 as documented by commercial implants at these sites, and obtaining prior authorization approvals at a minimum of 5 clinical centers in the US demonstrated with commercial implants. Milestone is based on date both milestones achieve d.

 

15%

 

Dec 31, 2014

 

Oct 31, 2014

 

Aug 29, 2014

 

4.

 

Product Development. InspireTrak system development phase review, 2740 tablet update regulatory submission, Commitment phase review for next-generation Patient Remote.

 

15%

 

Dec 31, 2014

 

Nov 15, 2014

 

Sept 30, 2014

 

 



EX-10.20 22 a2235179zex-10_20.htm EX-10.20

Exhibit 10.20

 

EXECUTIVE EMPLOYMENT AGREEMENT

 

This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 25th day of September 2017, by and between Inspire Medical Systems, Inc. (“Inspire” or the “Company”), a Delaware corporation, and Steven Jandrich (“Executive”).

 

A.                                    RECITALS

 

1.                                      Executive has the professional and personal skills to serve Inspire as its Vice-President of Human Resources, and can be instrumental in helping it to achieve its objectives to the mutual benefit of Inspire and Executive;

 

2.                                      The parties wish to establish an employment relationship, to protect Inspire’s business and other interests, to protect the relevant interests of Inspire, to provide protections to Executive in the event Executive’s employment is terminated without cause, and to provide the essential terms of Executive’s employment.

 

B.                                    AGREEMENT

 

In consideration of the foregoing premises and the mutual covenants and obligations of this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

1.                                      Employment. Subject to all of the terms and conditions of this Agreement, Inspire agrees to employ Executive, and Executive agrees to accept employment with Inspire. It is understood that Executive and Executive’s employment with Inspire will be subject to the policies and terms (as they may be amended from time to time by Inspire) as adopted by Inspire’s Board of Directors (the “Board”) or its President, Inspire’s employee handbook and other policies in effect for salaried employees of Inspire, except as otherwise specifically provided in this Agreement.

 

2.                                      Duties. The services of Executive shall be exclusive to Inspire, except as otherwise agreed to in writing by Inspire. Executive shall initially function in the capacity of Vice-President of Human Resources, shall exert Executive’s energy and full working time to the prosecution of Executive’s duties, and shall promptly and faithfully perform all these duties which pertain to that employment. Executive shall assume primary responsibility for the duties of the Vice-President of Human Resources, and such other duties as may be mutually agreed upon by Executive and Inspire’s President. Executive will perform Executive’s obligations in a competent and professional manner, consistent with the expectations of Inspire’s Board and its President. Executive may serve on outside boards of directors or committees of public or private organizations if the outside activities are first disclosed to and approved in writing by Inspire’s Board or its President. That approval will not be granted if the outside activities are deemed by the Board or Inspire’s President to conflict in any way with the provisions of this Agreement, to impair Executive’s ability to perform Executive’s duties under this Agreement, or to otherwise conflict in any way with business interests of Inspire. Notwithstanding the foregoing, Executive shall be entitled to serve on boards or committees of religious, educational, or charitable non-

 



 

profit organizations without disclosing such activities to the Board or obtaining its consent, provided such service does not in any material respect interfere with Executive’s services as an employee of Inspire.

 

3.                                      Term of Employment. This Agreement is not intended to establish any minimum or maximum period for Executive’s continuing employment. Executive and Inspire have an “at-will” employment relationship, which means that either party has the right to terminate the employment relationship at any time and for any reason, with or without cause. The reason for and timing of the termination, as set forth in Paragraph 5, will determine the amount of post-termination payments and benefits, if any, as set forth in Paragraph 6.

 

4.                                      Compensation, Reimbursement and Benefits. As compensation for all of Executive’s services under this Agreement, Company agrees to provide Executive the following compensation, reimbursements and benefits:

 

a.                                      Base Salary. Company will pay Executive a semi-monthly base salary (the “Base Salary”), payable in accordance with Inspire’s standard payroll practices. The initial annualized Base Salary shall be in the gross amount of Two Hundred Twenty Five Thousand Dollars ($225,000.00). The Base Salary shall be subject to annual performance review and possible adjustments by Inspire’s President.

 

b.                                      Sign-On Bonus. Within 30 days of employment with the Company, Company will pay Executive a Twenty Thousand Dollars ($20,000.00) gross amount sign on bonus.

 

c.                                       Performance Review. Not later than twelve (12) months after Executive commences employment with Inspire, Inspire’s President shall conduct a review of Executive’s performance to consider any changes in the scope or description of job responsibilities. Thereafter, Inspire’s President shall conduct annual performance reviews with Executive (not later than the anniversary of the initial performance review) and shall evaluate job responsibilities and any adjustments to Base Salary.

 

d.                                      Incentive Awards. As additional compensation, Executive will be eligible to receive discretionary annual bonuses and/or long term incentive compensation (“Incentive Awards”) pursuant to the terms and conditions of Inspire’s annual bonus plan and/or Inspire’s long term incentive plan, jointly, “Incentive Plans”) which may be adopted, amended, supplemented, terminated and/or replaced by Inspire from time to time. With reference to the Incentive Plans, the parties understand as follows:

 

(1)                                  Executive’s eligibility to receive bonuses or other incentive awards pursuant to any Plans will be determined by the Board or such other committee or executive as may have responsibility for making that determination, in its sole discretion. Notwithstanding the foregoing, it is the intention of Inspire that Executive’s initial bonus compensation target for the first year shall be twenty five percent (25%) of Executive’s initial Base Salary, provided that Executive and Inspire have achieved certain performance goals and objectives. The bonus in 2017 will be prorated from the starting date of employment. To be eligible for the MIP program, the employee must be employed on the last day of the calendar year.

 

(2)                                  The Incentive Plans are not necessarily all-inclusive because circumstances which Inspire has not anticipated may arise. Inspire may interpret or vary from the

 

2



 

Incentive Plans if, in its opinion, the circumstances warrant it. Further, Executive’s eligibility to receive bonuses or other incentive awards may be affected in the event Inspire has determined that such bonus or incentive award would be in violation of law or reasonably create an adverse effect on Inspire or its obligations or agreements including, without limitation, leaving Inspire with insufficient liquidity (including adequate reserves) to carry on its business and pay its debt in the ordinary course.

 

(3)                                  Inspire reserves the right to make any changes at any time to the Incentive Plans by adding to, deleting from or otherwise amending any portion of them, with or without notice to Executive, provided, however, that if Executive has been awarded non-cash compensation pursuant to such plans, then Executive shall receive notice of any changes to the plan as may be required by applicable law, and provided, further, that any such changes are applicable to participants in the Incentive Plans generally and not specific to Executive.

 

(4)                                  Any questions regarding the computation of Incentive Awards under the Incentive Plans will be conclusively determined by Inspire’s President, pursuant to the terms and conditions of the Incentive Plans.

 

e.                                       Stock Options and Grants. Subject to approval of the Board, Executive will be granted stock options in Inspire in accordance with the Inspire 2007 Stock Incentive Plan. The number of options granted will be Two Hundred Thousand (200,000) shares. The options granted will vest over four years with 25% vesting at the first year anniversary of the stock option grant and the balance vesting on a monthly basis at a rate of 1/36 per month for the remaining 36 months. With the approval of the Inspire’s Board, including the approval of at least three of the Preferred Directors, the vesting of the Executive will be subject to “double trigger” acceleration upon a change of control which will provide for acceleration of additional vesting, only upon (i.) a change of control and (ii.) the termination of such option holder’s employment, other than for Cause, following such change of control, in amounts determined by the Inspire’s Board, including approval of at least tlu·ee of the Preferred Directors. The Board will periodically review Executive’s position and at its sole discretion issue additional stock options. Upon the grant of such options, Executive will enter into a stock option agreement in Inspire’s customary form.

 

f.                                        Expenses. Inspire will reimburse Executive for any and all ordinary, necessary and reasonable business expenses that Executive incurs in connection with the performance of Executive’s duties under this Agreement, including entertainment, telephone, travel and miscellaneous expenses. Executive must obtain proper approval for such expenses pursuant to Company’s policies and procedures and Executive must provide Company with documentation for such expenses in a form sufficient to sustain Inspire’s deduction for such expenses under the Internal Revenue Code.

 

3



 

g.                                       Time Off. Executive will be entitled to time off with or without pay in accordance with Inspire’s policies in effect at any particular time; provided, however, that Executive shall, in any event, be entitled to fifteen (15) days of Paid Time Off (“PTO”) during each full year of employment, and will increase in accordance with the Inspire Employee Handbook. Executive may carry at any point in time a maximum of twice the annual PTO. Once the maximum number of days has been achieved, no additional PTO will be accrued. The above PTO is not included as part of Inspire’s holiday schedule, for which Executive will receive compensation for days identified by Inspire as a holiday.

 

h.                                      Health, Disability and Life Insurance, and Other Executive Benefit Plans. Inspire will provide Executive with the same health, disability, and life insurance coverage provided generally to other full-time salaried employees of Inspire, and with other employee benefit plans which are presently existing or which may be established in the future by Inspire for its full-time salaried employees, subject to the terms and conditions of the applicable benefit plans.

 

i.                                          Indemnification. Inspire will defend, indemnify and hold Executive harmless from costs, expenses, damages and other liability incurred by Executive as a result of performing services to Inspire, subject to the limitations and other terms and conditions of applicable Delaware statutes and Inspire’s Articles of lncorporation or By Laws.

 

j.                                         Changes in Benefit Plans. It is understood that no references in this Agreement to particular employee benefit plans established or maintained by Inspire are intended to change the terms and conditions of these plans or to preclude Inspire from amending or terminating any such benefit plans.

 

k.                                      Withholding; Taxes. Inspire may withhold from any compensation, reimbursements and benefits payable to Executive all federal, state, city and other taxes as shall be required pursuant to any law or governmental regulation or ruling, as well as other standard withholdings and deductions. Executive recognizes that all of the payments and some of the benefits which Executive receives under this Agreement will constitute compensation, and will be fully taxable to Executive. Executive agrees to properly report such payments and benefits on Executive’s applicable income tax returns and to pay all appropriate taxes.

 

5.                                      Termination. Executive’s employment may be terminated at any time as follows:

 

a.                                      Death.            Executive’s employment shall automatically terminate upon Executive’s death.

 

4



 

b.                                      Disability. Either party may terminate Executive’s employment at any time, upon written notice to the other party if Executive sustains a disability which precludes Executive from performing the essential functions of Executive’s job, with or without reasonable accommodations, as defined by applicable state and federal disability laws. Executive shall be presumed to have such a disability for purposes of this Agreement if Executive qualifies, because of illness or incapacity, to begin receiving disability income insurance payments under any long term disability income insurance policy that Inspire maintains for the benefit of Executive. If Executive does not qualify for such payments, Executive shall nevertheless be presumed to have such a disability if Executive is substantially incapable of performing the essential functions of Executive’s job for a period of more than twenty six (26) consecutive weeks, with or without a reasonable accommodation, or for shorter non-consecutive periods aggregating thirty six (36) weeks in any twelve (12) month period.

 

c.                                       With Cause. Inspire may terminate Executive’s employment at any time, with “Cause”, upon written notice to Executive. “Cause” shall be defined as:

 

(1)                                  Executive’s breach of any of Executive’s obligations under this Agreement, or Executive’s repeated failure or refusal to perform or observe Executive’s duties, responsibilities and obligations as an Executive of Inspire, for reasons other than disability;

 

(2)                                  Any material dishonesty or other breach of the duty of loyalty of Executive affecting Inspire or any customer, vendor or employee of Inspire;

 

(3)                                  Use of alcohol or other drugs in a manner which affects the performance of Executive’s duties, responsibilities and obligations as an employee of lnspire;

 

(4)                                  Conviction of, or a plea of guilty or nolo contendere to, a charge of commission of a felony or of any crime involving misrepresentation, moral turpitude or fraud;

 

(5)                                  Commission by Executive of any other willful or intentional act which injures the reputation, business or business relationships of Inspire; or

 

(6)                                  The existence of any court order or settlement agreement prohibiting Executive’s continued employment with Inspire.

 

d.                                      Without Cause. Inspire may terminate Executive’s employment at any time, without Cause, upon one (1) month written notice to Executive. Inspire may, in its sole discretion, opt not to have Executive provide active employment services during some or all of the notice period, and place Executive on a paid leave of absence for some or all of the notice period.

 

e.                                        Resignation. Executive may, upon two (2) week written notice to Inspire, terminate Executive’s employment at any time for no reason

 

6.                                      Payments and Benefits Upon Termination. Upon the termination of Executive’s employment, Executive shall only be entitled to the following payments and benefits:

 

a.                                      Disability; Death. If Executive’s employment is terminated due to the disability or death of Executive, regard less of the date of termination, Executive or Executive’s

 

5



 

estate or heirs, as appropriate, shall be paid (i) Base Salary, prorated through the date of termination; (ii) any cash bonus either accrued in accordance with the terms of the relevant plan or previously awarded but not yet paid to Executive at the time of his death or disability; (iii) any benefits payable under any disability or life insurance policy maintained by Inspire for the benefit of Executive at the time of the termination of employment, subject to the terms and conditions of such policies; (iv) Executive’s accrued but unpaid PTO, prorated through the date of termination; (v) any unpaid expense reimbursement; and (vi) Executive’s or Executive’s estate or heirs, as appropriate, other vested bene fits, if any, under any of Inspire’s Incentive Plans or any of Inspire’s other employee benefit plans (e.g., 401(k) plan), subject to the terms and conditions of those plans.

 

b.                                      Termination by Inspire For Cause; Resignation. If Inspire terminates Executive’s employment for Cause, or if Executive resigns, regardless of the date of termination, Executive shall be paid (i) Executive’s Base Salary, prorated through the date of termination; (ii) Executive’s accrued but unpaid PTO, prorated through the date of termination; (iii) any unpaid expense reimbursement; and (iv) Executive’s other vested benefits, if any, under any of Inspire’s Incentive Plans or any of lnspire’s other employee benefit plans (e.g., 401(k) plan), subject to the terms and conditions of those plans.

 

c.                                       Termination by Inspire Without Cause. If Company terminates Executive’s employment without Cause, regardless of the date of termination, Executive shall be paid the same payments and benefits as set forth in Subparagraph 6a. above. In addition, if Executive signs (and does not rescind, as allowed by law) a release of claims, to the full extent permitted by law, in a form reasonably satisfactory to Inspire, which assures, among other things, that Executive will not commence any type of litigation or assert other claims as a result of the termination (except to enforce his rights under this Agreement), Inspire shall pay Executive a post-termination payment, as set forth below:

 

(1)                                  If the effective date of termination of employment is during the first or second full year of Executive’s employment, an amount equal to two (2) months of Executive’s Base Salary as of the date of termination, and Inspire shall be responsible for the payment of premiums for any COBRA benefits which Executive elects to receive during such two (2) month period.

 

(2)                                  If the effective date of termination of employment occurs after the second full year of Executive’s employment, an amount equal to two (2) months of Executive’s Base Salary as of the date of termination plus one (1) additional month of Executive’s Base Salary for every full year employed greater than two (2) years. Inspire shall be responsible for the payment of premiums for any COBRA benefits which Executive elects to receive during such period.

 

The applicable post-termination payments shall be made in a lump sum within two (2) weeks after Executive signs (and does not rescind, as allowed by law) the above referenced release of claims (but in no event prior to the expiration of any applicable rescission period), subject to appropriate withholding and deductions. No incentive awards, retirement savings contributions, or 401(k) contributions will be paid to Executive by Inspire based on the amount of the post-termination payment.

 

d.                                      At Any Time as a Result of a Change of Control. If Inspire terminates  Executive’s at-will employment without Cause at any time as a result of a Change of Control,

 

6


 

and if Executive does not receive an offer of employment with the new controlling entity providing a comparable Base Salary and comparable incentives, benefits and terms (giving credit to Executive’s prior employment with the Company), Executive shall be paid the same payments and benefits as set forth in Subparagraph 6.c. above, subject to the same conditions set forth in Subparagraph 6.c. above. It is understood that the payment under this change of control provision will be paid in lieu of, and not in addition to, the post-termination payment referenced in Subparagraph 6.c. Further, it is understood that no incentive awards, retirement savings contributions, or 401(k) contributions will be paid to Executive by Inspire based on the amount of the post-termination payment. It is understood that if Executive does receive an offer of employment with a comparable Base Salary and comparable incentives, benefits and terms (giving credit to Executive’s prior employment with the Company) with the new controlling entity, and chooses not to accept that employment, the Executive’s termination of employment shall be considered a resignation, and treated as set forth in Subparagraph 6.b. above. For purposes of this Agreement, “Change of Control” means the occurrence of any of the following:

 

(1)                                  a sale by shareholders of the Company of a substantial portion of their stock in the Company, or a merger, reorganization or consolidation, whereby the Company’s equity holders existing immediately prior to such sale, merger, reorganization or consolidation do not, immediately after consummation of such sale, reorganization, merger or consolidation, own more than fifty percent (50%) of the combined voting power of the surviving entity’s then outstanding voting securities entitled to vote generally in the election of directors, but only if such event results in a change in Board composition such that the directors immediately preceding such events do not comprise a majority of the Board following such event; or

 

(2)                                  the sale or other disposition of all or substantially all of the Company’s assets to an entity in which the Company, any subsidiary of the Company, or the Company’s equity holders existing immediately prior to such sale beneficially own less than fifty percent (50%) of the combined voting power of such acquiring entity’s then outstanding voting securities entitled to vote generally in the election of directors but only if such event results in a change in Board composition such that the directors immediately preceding such events do not comprise a majority of the Board following such event.

 

7.                                      Business Protections. Inspire has many confidential and proprietary business interests and other information relating to its products, services and customers, which it needs to adequately protect. For this reason, its willingness to enter into this Agreement is contingent upon Executive’s acceptance of the covenants set forth in paragraph 8 below. Executive understands that the business protections in paragraph 8 will apply throughout Executive’s employment, and will continue to apply thereafter even if Executive’s employment is terminated under Paragraph 5 of this Agreement, regardless of the reason for or timing of the termination.

 

8.                                      Post-Employment Restrictions.

 

a.                                      Restrictions on Competition. Executive agrees that while employed by Inspire, and for twelve (12) months after the last day Executive is employed by Inspire, Executive will not be employed by or otherwise perform services for an organization which is engaged in the research and development, marketing, or distribution of a product or treatment which is the same as or which competes with any product or treatment offered or being developed by Inspire during, or as of the date of termination of, Executive’s employment with Inspire.

 

b.                                      Prohibition on Solicitation of Inspire Employees. Executive agrees that at all

 



 

times while employed by Inspire, and for twelve (12) months thereafter, Executive will not solicit, cause to be solicited, or participate in or promote the solicitation of any person to terminate that person’s employment with Inspire or to breach that person’s employment agreement with Inspire.

 

c.                                       Post-Employment Disclosure. In the event Executive’s employment with Inspire terminates, Executive agrees that during the term of the restrictions described in Paragraph 8.a. above, Executive will promptly inform Inspire of the identity of any new employer, the job title of Executive’s new position, and a description of any services to be rendered to that employer. In addition, Executive agrees to respond within ten (10) days to any written request from Inspire for further information concerning Executive’s work activities sufficient to provide Inspire with assurances that Executive is not violating any of the obligations Executive has undertaken in this Agreement.

 

d.                                      Prohibition on Disclosure of Confidential Information . Executive shall hold the “Confidential Information”, as defined in Subparagraph 8.e., including trade secrets and/or data, in the strictest confidence and will never, without prior written consent of the Company, directly or indirectly disclose, assign, transfer, convey, communicate to or use for his own or another’s benefit, or directly or indirectly dis close, assign, transfer, convey, communicate to or use by a competitor of the Company or any other person or entity, including, but not limited to, the press, other professionals, corporations, partnerships or the public, at any time during his employment with the Company or at any time after his termination of employment with the Company, regardless of the reason for the Executive’s termination, whether voluntary or involuntary. Executive further promises and agrees that he will faithfully abide by any rules, policies, practices or procedures existing or which may be established by the Company for insuring the confidentiality of the Confidential Information, including, but not limited to, rules, policies, practices or procedures:

 

i)                                         Limiting access to authorized personnel;

 

ii)                                      Limiting copying of any writing, data or recording;

 

iii)                                   Requiring storage of property, documents or data in secure facilities provided by the Company and limiting safe or vault lock combinations or keys to authorized personnel; and/or

 

iv)                                  Checkout and return or other procedures promulgated by the Company from time to time.

 

8



 

e.                                       Definition of Confidential Information. For the purposes of this Agreement, “Confidential Information” means any information not generally known to the public and proprietary to or in the possession of the Company and includes, without limitation, trade secrets, inventions, and information pertaining to research, development, purchasing, marketing, selling, accounting, licensing, business systems, business techniques, customer lists, prospective customer lists, price lists, business strategies and plans, pending patentable materials and/or designs, design documentation, documentation of meetings, tests and/or test standards, or manuals whether in document, electronic, computer or other form. For example, Confidential Information may be contained in the Company’s customer lists, prospective customer lists, the particular needs and requirements of customers, the particular needs and requirements of prospective customers, and the identity of customers or prospective customers. Information shall be treated as Confidential Information irrespective of its source and any information which is labeled or marked as being “confidential” or “trade secret” shall be presumed to be Confidential Information. The definition of “Confidential Information” as set forth in this paragraph is not intended to be complete. From time to time during the term of his employment, Executive may gain access to other information not generally known to the public and proprietary to or in the possession of the Company concerning the Company’s businesses that is of commercial value to the Company, which information shall be included in the definition in this paragraph, even though not specifically listed above. The definition of Confidential Information applies to any form in which the subject in formation, trade secrets, or data may appear, whether written, oral, or any other form of recording or storage.

 

f.                                        Restrictions. The restrictions herein provided shall not apply with respect to “Confidential Information” which: (A) is or becomes a part of the public domain without breach of this Agreement by the Executive; or (B) is disclosed pursuant to judicial action or government regulations, provided the Executive notifies the Company prior to such disclosure and cooperates with the Company in the event the Company elects to legally contest and avoid such disclosure.

 

g.                                       Certain Company Remedies. The Executive acknowledges that the Company will suffer irreparable harm if the Executive breaches Subparagraphs 8.a., 8.b. and/or 8.d. of this Agreement. Accordingly, the Company shall be entitled to equitable relief, including but not limited to, an injunction, enjoining or restraining Executive from any violation of Subparagraphs 8.a., 8.b. and/or 8.d. of this Agreement, in addition to any other remedies the company is entitled to at law or in equity. In the event the Company pursues any remedies pursuant to this Subparagraph 8.f. and prevails in such a proceeding, the Executive shall pay the Company’s attorneys’ fees in connection with such proceeding. Should the Company not prevail in such a proceeding, the Company shall pay the Executive’s attorneys’ fees in connection with such proceeding. Furthermore, should a court of competent jurisdiction determine that the Executive has breached Subparagraphs 8.a., 8.b., and/or 8.d., the restrictions in such Subparagraphs will be extended by the period during which the Executive was in breach.

 

9.                                      Inventions. Inventions mean any and all inventions, discoveries, ideas, processes, writings, works of authorship, designs, developments and improvements, whether or not protectable under the applicable patent, trademark or copyright statutes, generated, conceived or reduced to practice by the Executive, alone or in conjunction with others, while employed by Inspire.

 

a.                                      Disclosure. Executive agrees to promptly disclose to Inspire in writing all Inventions.

 

b.                                      Ownership, Assignment and Recordkeeping. All Inventions shall be the

 

9



 

exclusive property of Inspire. Executive hereby assigns all Inventions to Inspire. Executive agrees to keep accurate, complete and timely records of Executive’s Inventions, which records shall be the property of Inspire and shall be retained on Inspire’s premises.

 

c.                                       Cooperation. During and after the termination of Executive’s employment, Executive agrees to give Inspire all cooperation and assistance necessary to perfect, protect, and use its rights to Inventions. Without limiting the generality of the foregoing, Executive agrees to sign all documents, do all things, and supply all information that Inspire may deem necessary to (i) transfer or record the transfer of Executive’s entire right, title and interest in Inventions, and (ii) enable Inspire to obtain patent, copyright or trademark protection for Inventions anywhere in the world.

 

d.                                      Attorney-in-Fact. Executive irrevocably designates and appoints Inspire and its duly authorized officers and agents as attorney-in-fact to act for and in Executive’s behalf and stead to execute and file any lawful and necessary documents, and to do all other lawfully permitted acts, required for the assignment of, application for, or prosecution of any United States or foreign application for letters patent, copyright or trademark with the same legal force and effect as if executed by Executive.

 

e.                                       Waiver. Executive hereby waives and quitclaims to Inspire any and all claims, or any nature whatsoever, which Executive may now have or may hereafter have for infringement of any patent, copyright, or trademark resulting from any Inventions.

 

f.                                        Future Patents. Any Invention relating to the business of Inspire with respect to which Executive files a patent application within one (1) year following termination of Executive’s employment shall be presumed to cover Inventions conceived by Executive during the term of Executive’s employment, subject to proof to the contrary by Executive by good faith, contemporaneous, written and duly corroborated records establishing that such Invention was conceived and made following termination of employment and without using Confidential Information.

 

g.                                       Release or License. If an Invention does not relate to the existing or reasonable foreseeable business interests of Inspire, Inspire may, in its sole and unreviewable discretion, release or license the Invention to the Executive upon written request by the Executive. No release or license shall be valid unless in writing signed by Inspire’s general counsel.

 

h.                                      Notice. Executive is hereby notified that this Agreement and this Paragraph 9 do not apply to any Invention for which no equipment, supplies, facility or trade

 

10



 

secret information of Inspire was used and which was developed entirely on the Executive’s own time, and (1) which does not relate (i) directly to the business of Inspire or (ii) to Inspire’s actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by the Executive for Inspire.

 

10.                               Miscellaneous.

 

a.                                      Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof and, except as otherwise stated, supersedes any and all oral or written prior agreements and understandings with respect to such subject matter; the parties have made no agreements, representations, or warranties relating to the subject matter of this Agreement which are not set forth herein.

 

b.                                      Construction. Each provision of this Agreement shall be interpreted so that it is valid and enforceable under applicable law. If any provision of this Agreement is to any extent invalid or unenforceable under applicable law, that provision will still be effective to the extent it remains valid and enforceable. The remainder of this Agreement also will continue to be valid and enforceable, and the entire Agreement will continue to be valid and enforceable in other jurisdictions. In the event that a court of competent jurisdiction determines that any of the provisions of Section 8 or 9 of this Agreement are not enforceable for any reason, such court shall reform such provisions to the minimum extent necessary to make them enforceable, it being the intention of the parties that such provisions be enforced to the maximum extent permitted by applicable law.

 

c.                                       Waivers. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel to enforce any provisions of this Agreement, except by a statement in writing signed by the party against who enforcement of the waiver or estoppel is sought. A waiver shall operate only as to the specific term or condition waived. No waiver shall constitute a continuing waiver or a waiver of such term or condition for the future unless specifically stated. No single or partial exercise of any right or remedy under this Agreement shall preclude any party from otherwise or further exercising such rights or remedies, or any other rights or remedies granted by law or any other document.

 

d.                                      Captions. The headings in this Agreement are for convemence of reference only and do not affect the interpretation of this Agreement.

 

e.                                       Modifications. This Agreement may not be altered, modified or amended except by an instrument in writing signed by each of the parties hereto.

 

f.                                        Governing Law. The laws of the State of Minnesota shall govern the validity, construction and performance of this Agreement, to the extent not pre-empted by federal law. Any legal proceeding related to this Agreement shall be brought in an appropriate Minnesota court, and each of the parties hereto hereby consents to the exclusive jurisdiction of the courts of the State of Minnesota for this purpose.

 

11



 

g.                                       Notices. All notices and other communications required or permitted under this Agreement shall be in writing and provided to the other party either in person, by fax, or by certified mail. Notices to Inspire must be provided or sent to its President; notices to Executive must be provided or sent to Executive in person or at Executive’s home.

 

h.                                      Survival. Notwithstanding the termination of Executive’s employment and the termination of this Agreement, the terms of this Agreement which relate to periods, activities, obligations, rights or remedies of the parties upon or subsequent to such termination shall survive such termination and shall govern all rights, disputes, claims or causes of action arising out of or in any way related to this Agreement.

 

i.                                          Successors and Assigns. This Agreement shall be binding on and inure to the benefit of lnspire’s successors and assigns.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

 

 

 

INSPIRE MEDICAL SYSTEMS, Inc.

 

 

 

 

 

 

/s/ Steven Jandrich

 

/s/ Timothy P. Herbert

By:

Steven Jandrich

Timothy P. Herbert
President

 

12



EX-10.22 23 a2235179zex-10_22.htm EX-10.22

Exhibit 10.22

 

Non-Employee Director Compensation Policy

 

Non-employee members of the board of directors (the “Board”) of Inspire Medical Systems, Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this “Policy”). The cash and equity compensation described in this Policy shall be paid or be made, as applicable, automatically and without further action of the Board, to each member of the Board who is not an employee of the Company or any parent or subsidiary of the Company (each, a “Non-Employee Director”) who may be eligible to receive such cash or equity compensation, unless such Non-Employee Director declines the receipt of such cash or equity compensation by written notice to the Company. This Policy shall become effective after the effectiveness of the Company’s initial public offering (the “IPO”) and immediately prior to the establishment of the IPO price of the shares of common stock of the Company (the “Effective Time”) and shall remain in effect until it is revised or rescinded by further action of the Board. This Policy may be amended, modified or terminated by the Board at any time in its sole discretion. The terms and conditions of this Policy shall supersede any prior cash and/or equity compensation arrangements for service as a member of the Board between the Company and any of its Non-Employee Directors and between any subsidiary of the Company and any of its non-employee directors. No Non-Employee Director shall have any rights hereunder, except with respect to equity awards granted pursuant to this Policy.

 

1.0                     Cash Compensation.

 

(a)                                 Annual Retainers. Each Non-Employee Director shall receive an annual retainer of $40,000 for service on the Board.

 

(b)                                 Additional Annual Retainers. In addition, a Non-Employee Director shall receive the following annual retainers:

 

(i)                                     Chairperson of the Board. A Non-Employee Director serving as Chairperson of the Board shall receive an additional annual retainer of $35,000 for such service.

 

(ii)                                  Audit Committee. A Non-Employee Director serving as Chairperson of the Audit Committee shall receive an additional annual retainer of $20,000 for such service. A Non-Employee Director serving as a member of the Audit Committee (other than the Chairperson) shall receive an additional annual retainer of $10,000 for such service.

 

(iii)                               Compensation Committee. A Non-Employee Director serving as Chairperson of the Compensation Committee shall receive an additional annual retainer of $15,000 for such service. A Non-Employee Director serving as a member of the Compensation Committee (other than the Chairperson) shall receive an additional annual retainer of $7,500 for such service.

 

(iv)                              Nominating and Corporate Governance Committee. A Non-Employee Director serving as Chairperson of the Nominating and Corporate Governance Committee shall receive an additional annual retainer of $10,000 for such service. A Non-Employee Director serving as a member of the Nominating and Corporate Governance Committee (other than the Chairperson) shall receive an additional annual retainer of $5,000 for such service.

 

(c)                                  Payment of Retainers.

 

(i)                                     Timing. The annual retainers described in Sections 1(a) and 1(b) shall be earned on a quarterly basis based on a calendar quarter and shall be paid by the Company in arrears not later than the fifteenth day following the end of each calendar quarter.

 



 

(ii)                                  Form. The annual retainers shall be paid in the form of cash; provided that the Board may, in its discretion, permit a Non-Employee Director to elect to receive any portion of the annual retainer in the form of shares of common stock of the Company (“Common Stock”) in lieu of cash. If such an election is permitted by the Board and made by a Non-Employee Director, the number of shares of Common Stock to be paid shall be determined by dividing the portion of the annual retainer payable in the form of Common Stock by the Fair Market Value (as defined in the Company’s 2018 Incentive Award Plan or any other applicable Company equity plan then maintained by the Company (such plan, as may be amended from time to time, the “Equity Plan”)) per share of Common Stock on the date the retainer is payable. Shares issued in lieu of cash shall be fully vested and unrestricted shares of Common Stock. Any election by a Non-Employee Director to receive a portion of the annual retainer in shares of Common Stock must be made prior to the applicable payment date for such portion of the annual retainer and pursuant to an election form to be provided by the Company. An election must comply with all rules established from time to time by the Board, including any insider trading policy or similar policy. A Non-Employee Director may not make an election pursuant to this Section 1(c)(ii) during a Company blackout period or when the Non-Employee Director is otherwise in possession of material non-public information.

 

(iii)                               Termination of Service. In the event a Non-Employee Director does not serve as a Non-Employee Director, or in the applicable positions described in Section 1(b), for an entire calendar quarter, such Non-Employee Director shall receive a prorated portion of the retainer(s) otherwise payable to such Non-Employee Director for such calendar quarter pursuant to Section 1(b), with such prorated portion determined by multiplying such otherwise payable retainer(s) by a fraction, the numerator of which is the number of days during which the Non-Employee Director serves as a Non-Employee Director or in the applicable positions described in Section 1(b) during the applicable calendar quarter and the denominator of which is the number of days in the applicable calendar quarter.

 

2.0                     Equity Compensation.

 

Non-Employee Directors shall be granted the equity awards described below. The awards described below shall be granted under and shall be subject to the terms and provisions of the Equity Plan and shall be granted subject to the execution and delivery of award agreements, including attached exhibits, in substantially the forms previously approved by the Board. All applicable terms of the Equity Plan apply to this Policy as if fully set forth herein, and all equity grants hereunder are subject in all respects to the terms of the Equity Plan.

 

(a)                                 Annual Awards. Each Non-Employee Director who (i) serves on the Board as of the date of any annual meeting of the Company’s stockholders (an “Annual Meeting”) after the Effective Time and (ii) will continue to serve as a Non-Employee Director immediately following such Annual Meeting shall be automatically granted, on the date of such Annual Meeting, an option to purchase the number of shares of Common Stock (at a per-share exercise price equal to the closing price per share of Common Stock on the date of such Annual Meeting (or on the last preceding trading day if the date of the Annual Meeting is not a trading day)) having an aggregate fair value on the date of grant of $110,000 (as determined in accordance with FASB Accounting Codification Topic 718 (“ASC 718”) and subject to adjustment as provided in the Equity Plan). The awards described in this Section 2(a) shall be referred to as the “Annual Awards.” For the avoidance of doubt, a Non-Employee Director elected for the first time to the Board at an Annual Meeting shall receive only an Annual Award in connection with such election, and shall not receive any Initial Award on the date of such Annual Meeting as well.

 

(b)                                 Initial Awards. Each Non-Employee Director who is initially elected or appointed to the Board after the date the IPO price of the shares of Common Stock is established in connection with the IPO, on any date other than the date of an Annual Meeting,

 



 

shall be automatically granted, on the date of such Non-Employee Director’s initial election or appointment (such Non-Employee Director’s “Start Date”), an award of an option to purchase shares of Common Stock (at a per-share exercise price equal to the closing price on Common Stock on such date (or on the last preceding trading day if such date is not a trading day)), having an aggregate fair value on such Non-Employee Director’s Start Date equal to $165,000 (as determined in accordance with ASC 718 and subject to adjustment as provided in the Equity Plan). The awards described in this Section 2(b) shall be referred to as “Initial Awards.” For the avoidance of doubt, no Non-Employee Director shall be granted more than one Initial Award.

 

(c)                                  Termination of Employment of Employee Directors. Members of the Board who are employees of the Company or any parent or subsidiary of the Company who subsequently terminate their employment with the Company and any parent or subsidiary of the Company and remain on the Board will not receive an Initial Award pursuant to Section 2(b) above, but to the extent that they are otherwise eligible, will be eligible to receive, after termination from service with the Company and any parent or subsidiary of the Company, Annual Awards as described in Section 2(a) above.

 

(d)                                 Vesting of Awards Granted to Non-Employee Directors. Each Annual Award shall vest and become exercisable on the first anniversary of the date of grant and each Initial Award shall vest and become exercisable in three equal annual installments following the date of grant (such that the Initial Award shall vest and become exercisable in full on the third anniversary of the date of grant), in each case subject to the Non-Employee Director continuing in service through the applicable vesting dates. No portion of an Annual Award or Initial Award that is unvested or unexercisable at the time of a Non-Employee Director’s termination of service on the Board shall become vested and exercisable thereafter.  All of a Non-Employee Director’s Annual Awards and Initial Awards shall vest in full immediately prior to the occurrence of a Change in Control (as defined in the Equity Plan), to the extent outstanding at such time.

 



EX-10.23 24 a2235179zex-10_23.htm EX-10.23

Exhibit 10.23

 

INSPIRE MEDICAL SYSTEMS, INC.

 

INDEMNIFICATION AGREEMENT

 

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of                     , 20    between Inspire Medical Systems, Inc., a Delaware corporation (the “Company”), and                                 (“Indemnitee”).

 

WITNESSETH THAT:

 

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors, officers, or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

 

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities.  Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions.  At the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself.  The bylaws and certificate of incorporation of the Company (each as may be amended from time to time, the “Bylaws” and “Certificate of Incorporation”, respectively) require indemnification of the officers and directors of the Company.  Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (“DGCL”).  The Bylaws and Certificate of Incorporation and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification;

 

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

 

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

 

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;

 

1



 

WHEREAS, this Agreement is a supplement to and in furtherance of the Bylaws and Certificate of Incorporation and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; [and]

 

WHEREAS, Indemnitee does not regard the protection available under the Company’s Bylaws and Certificate of Incorporation and insurance as adequate in the present circumstances, and may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity.  Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he be so indemnified; [and]

 

[WHEREAS, Indemnitee has certain rights to indemnification and/or insurance provided by [NAME OF APPLICABLE FUND] which Indemnitee and [NAME OF APPLICABLE FUND] intend to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided herein, with the Company’s acknowledgement and agreement to the foregoing being a material condition to Indemnitee’s willingness to serve on the Board.]

 

NOW, THEREFORE, in consideration of Indemnitee’s agreement to serve as an officer or director, as applicable, from and after the date hereof, the parties hereto agree as follows:

 

1.                                      Indemnity of Indemnitee.  The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time.  In furtherance of the foregoing indemnification, and without limiting the generality thereof:

 

(a)                                 Proceedings Other Than Proceedings by or in the Right of the Company.  Indemnitee shall be entitled to the rights of indemnification provided in this Section l(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company.  Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

 

(b)                                 Proceedings by or in the Right of the Company.  Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company.  Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the

 

2



 

extent that the Court of Chancery of the State of Delaware (the “Delaware Court”) shall determine that such indemnification may be made.

 

(c)                                  Indemnification for Expenses of a Party Who is Wholly or Partly Successful.  Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.  If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter.  For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

 

(d)                                 Indemnification of Appointing Stockholder.    If (i) Indemnitee is or was affiliated with one or more venture capital funds or other person (including, but not limited to, any corporation, limited liability company or other entity) that has invested in the Company (an “Appointing Stockholder”), and (ii) the Appointing Stockholder is, or is threatened to be made, a party to or a participant in any Proceeding relating to or arising by reason of Appointing Stockholder’s position as a stockholder of, or lender to, the Company, or Appointing Stockholder’s appointment of or affiliation with Indemnitee or any other director, including without limitation any alleged misappropriation of a Company asset or corporate opportunity, any claim of misappropriation or infringement of intellectual property relating to the Company, any alleged false or misleading statement or omission made by the Company (or on its behalf) or its employees or agents, or any allegation of inappropriate control or influence over the Company or its Board members, officers, equity holders or debt holders, then the Appointing Stockholder will be entitled to indemnification hereunder for Expenses to the same extent as Indemnitee, and the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall apply to any such indemnification of Appointing Stockholder.

 

The rights provided to the Appointing Stockholder under this Section 1(d) shall (i) be suspended during any period during which the Appointing Stockholder does not have a representative on the Company’s Board and (ii) terminate on an initial public offering of the Company’s Common Stock; provided, however, that in the event of any such suspension or termination, the Appointing Stockholder’s rights to indemnification will not be suspended or terminated with respect to any Proceeding based in whole or in part on facts and circumstances occurring at any time prior to such suspension or termination regardless of whether the Proceeding arises before or after such suspension or termination. The Company and Indemnitee agree that the Appointing Stockholder is an express third party beneficiary of the terms of this Section 1(d).

 

2.                                      Additional Indemnity.  In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or

 

3



 

participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee to the fullest extent permitted or authorized by the laws of the State of Delaware.  The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.

 

3.                                      Contribution.

 

(a)                                 Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee.  The Company shall not enter into any settlement of any action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.

 

(b)                                 Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction or events from which such action, suit or proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the transaction or events that resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which applicable law may require to be considered.  The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.

 

(c)                                  The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

 

4



 

(d)                                 To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

 

4.                                      Indemnification for Expenses of a Witness.  Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

 

5.                                      Advancement of Expenses.  Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding.  Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee.  The Indemnitee shall qualify for advances upon the execution and delivery to the Corporation of this Agreement, which shall constitute an undertaking by Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses.  Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free.

 

6.                                      Procedures and Presumptions for Determination of Entitlement to Indemnification.  It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware.  Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:

 

(a)                                 To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification.  The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.  Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company.

 

(b)                                 Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination with respect to Indemnitee’s

 

5



 

entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board:  (1) by a majority vote of the disinterested directors, even though less than a quorum, (2) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum, (3) if there are no disinterested directors or if the disinterested directors so direct, by independent legal counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee, or (4) if so directed by the Board, by the stockholders of the Company.  For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought by Indemnitee.

 

(c)                                  If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof, the Independent Counsel shall be selected as provided in this Section 6(c).  The Independent Counsel shall be selected by the Board.  Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 13 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion.  Absent a proper and timely objection, the person so selected shall act as Independent Counsel.  If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit.  If, within twenty (20) days after the conclusion of the Proceeding giving rise to the request for indemnification, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection which shall have been made by the Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 6(b) hereof.  The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.

 

(d)                                 In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.  Neither the failure of the Company (including by its directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or independent legal counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

 

(e)                                  Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to Indemnitee by the officers

 

6



 

of the Enterprise  in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise.  In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.  Whether or not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

 

(f)                                   If the person, persons or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after the conclusion of the Proceeding giving rise to the request for indemnification, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such sixty (60)-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making such determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 6(f) shall not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 6(b) of this Agreement and if (A) within fifteen (15) days after the conclusion of the Proceeding giving rise to the request for indemnification, the Board or the Disinterested Directors, if appropriate, resolve to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within seventy-five (75) days after such resolution and such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such resolution and  such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat.

 

(g)                                  Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.  Any Independent Counsel, member of the Board or stockholder of the Company shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement.  Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

 

(h)                                 The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty.  In the event that any action, claim or proceeding to

 

7



 

which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding.  Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

 

(i)                                     The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

 

7.                                      Remedies of Indemnitee.

 

(a)                                 In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within ninety (90) days after the conclusion of the Proceeding giving rise to the request for indemnification, (iv) payment of indemnification required by Section 4 is not made pursuant to this Agreement within thirty (30) days after receipt by the Company of a written request therefor or (v) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in the Delaware Court of Indemnitee’s entitlement to such indemnification.  Indemnitee shall commence such proceeding seeking an adjudication within one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a).  The Company shall not oppose Indemnitee’s right to seek any such adjudication.

 

(b)                                 In the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b).

 

(c)                                  If a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

 

(d)                                 In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the

 

8



 

Company, the Company shall pay on his behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 13 of this Agreement) actually and reasonably incurred by him in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery.

 

(e)                                  The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement.  The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the extent not prohibited by law, such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be.

 

(f)                                   Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

 

8.                                      Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.

 

(a)                                 The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders, a resolution of directors of the Company, or otherwise.  No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal.  To the extent that a change in the DGCL, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under  the Certificate of Incorporation, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.  No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

 

(b)                                 To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies.  If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the

 

9



 

Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies.  The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

 

(c)                                  [The Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided by [ · ] and certain of its affiliates (collectively, the “Fund Indemnitors”).  The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of Expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Certificate of Incorporation or Bylaws (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and, (iii)  that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company.  The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 8(c).]

 

(d)                                 [Except as provided in paragraph (c) above,] in the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee (other than against the Fund Indemnitors), who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

 

(e)                                  [Except as provided in paragraph (c) above,] the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

 

(f)                                   [Except as provided in paragraph (c) above,] the Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

 

10


 

9.                                      Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

 

(a)                                 for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision[, provided, that the foregoing shall not affect the rights of Indemnitee or the Fund Indemnitors set forth in Section 8(c) above]; or

 

(b)                                 for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or

 

(c)                                  in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

 

10.                               Duration of Agreement.  All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an officer or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of his Corporate Status, whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement.  This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

 

11.                               Security.  To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral.  Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee.

 

12.                               Enforcement.

 

(a)                                 The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company.

 

11



 

(b)                                 This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

 

(c)                                  The Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting the Indemnitee’s rights to receive advancement of expenses under this Agreement.

 

13.                               Definitions.  For purposes of this Agreement:

 

(a)                                 Corporate Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving at the express written request of the Company.

 

(b)                                 Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

 

(c)                                  Enterprise” shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the express written request of the Company as a director, officer, employee, agent or fiduciary.

 

(d)                                 Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding.  Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent.  Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

 

(e)                                  Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent:  (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.  Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.  The Company agrees to pay the reasonable fees of the Independent

 

12



 

Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

 

(f)                                   Proceeding” includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of his or her Corporate Status, by reason of any action taken by him or of any inaction on his part while acting in his or her Corporate Status; in each case whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce his rights under this Agreement.

 

14.                               Severability.  The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.  Further, the invalidity or unenforceability of any provision hereof as to either Indemnitee or Appointing Stockholder shall in no way affect the validity or enforceability of any provision hereof as to the other.  Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee and Appointing Stockholder indemnification rights to the fullest extent permitted by applicable laws.  In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.

 

15.                               Modification and Waiver.  No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto.  No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

 

16.                               Notice By Indemnitee.  Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification covered hereunder.  The failure to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.

 

17.                               Notices.  All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given:  (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.  All communications shall be sent:

 

13



 

(a)                                 To Indemnitee at the address set forth below Indemnitee signature hereto.

 

(b)                                 To the Company at:

 

Inspire Medical Systems, Inc.
9700 63rd Ave. N., Suite 200
Maple Grove, Minnesota
Attention: XXXX XXXXXXXX

 

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

 

18.                               Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or any other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

19.                               Headings.  The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

 

20.                               Governing Law and Consent to Jurisdiction.  This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court, and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process in the State of Delaware, irrevocably The Corporation Trust Company, 1209 Orange Street, Wilmington, DE  19801 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

 

[Signature page follows]

 

14



 

IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first above written.

 

 

INSPIRE MEDICAL SYSTEMS, INC.

 

 

 

 

 

By:

 

 

 

Name:

 

 

 

Title:

 

 

 

 

INDEMNITEE

 

 

 

 

 

Name:

 

 

 

 

 

Address:

 

 

 

 

 

[Signature Page to Indemnification Agreement]

 



EX-21.1 25 a2235179zex-21_1.htm EX-21.1

Exhibit 21.1

 

SUBSIDIARIES OF THE COMPANY

 

The Company has no subsidiaries.

 



EX-23.1 26 a2235179zex-23_1.htm EX-23.1

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated February 14, 2018, in the Registration Statement (Form S-1) and related Prospectus of Inspire Medical Systems, Inc. dated April 6, 2018.

 

/s/ Ernst & Young LLP

 

Minneapolis, MN

April 6, 2018

 



GRAPHIC 27 g175748.jpg G175748.JPG begin 644 g175748.jpg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end GRAPHIC 28 g419839.jpg G419839.JPG begin 644 g419839.jpg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end GRAPHIC 29 g602782.jpg G602782.JPG begin 644 g602782.jpg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end GRAPHIC 30 g623975.jpg G623975.JPG begin 644 g623975.jpg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g39525.jpg G39525.JPG begin 644 g39525.jpg M_]C_X 02D9)1@ ! 0$!L &P #__@!"1$E32S$Q-#I;,3A:04HQ+C$X6D%* M,3 W,#$N3U544%5473,W,#=?,5])3E-07TY%55]&4$]?-$-?4$A4+D504__; M $, 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! M 0$! 0$! 0$! 0$! 0$! 0$! 0$! ?_; $,! 0$! 0$! 0$! 0$! 0$! 0$! M 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! M ?_ !$( 10!C ,!(@ "$0$#$0'_Q ? $ 00" P$ " 8' M"0H$!0$#"P+_Q !%$ " @$# P,"! 4!!08% P4! @,$!0 &$0<2(0@3,10B M"15!40HC,F%Q%A="@9&Q)"4S4E6A-&*3TO 8)T,V^LUZXF Q-FGAL)@;ZEVO2GT4RLMN7$] M*NBM@8_J#>P4Y8TZ.^>HLIM7_P PDJO"N1IX>&G$LK3H(8?;[= 92Z8@RJ\M M!DY06\W0+66A'5D=N4CJ<1NK>_FAW#NX+Q=XUN>>HC\1;T1^E2ID9NNGJ4Z6 M;+R.,A66QM<;DJ9_>C&0.8(8=G[=;*[A>:R8V6!6H(';@=PY'.$+K;_$^]%\ M?9LX[TL>F7K-UZ,5A:\.ZMRTWZ7;1LDQ]S2U1EZEG+V(5/D225JRNH\%2WVZ M?EVSTRVCD+65J8],CN2[*+=[.9J:UNK0@ M\<4=F>L^6F5(<;1?[@RK)D)8U3^2!_X=>F#*JMW#CWIG'SX'G4WP^\H9Z<7* M(!6+YZE]QC9FNVK(FU%#I9ME]4GO7!&GSQGZFMB;??\ $5?B;;K]^'8O0CTM M](H'^L2*UN2]N7?.4JQRQJM20QG/5*4MNFX>67OJFO.S"-X$1?,<,U^-M^,+ M?LI:/J0Z*[5C$21MC]L]"-H6\>73DM.)Y,T[=WC[N0#SX4@ZIL;YWCD2S3[FR?:2>'BL+$ MH'V@]J+7CX212'4L6)4'P"#S/]5[=:W7:7I_WO\ YYS>K">V)_=1\^(^G'R_ M1RJ>//I]Z:\2-SP/F@_"<_J%)XY!_357[6_'G M_& VVT+W-_>F;JE##'95X-U=)HMO6;;RAO9>:YMC*84 5N1[2PI&K<=LQE76 MO!6S^<*&5\QD2X56C;ZIV)[V9>YRO: 0 S,"0!^VN,W4C>-"0K3S]W[0Y,4B M03]H4D%V$\)(5OA0LI# '@ @$OU4.)>]68]R7\SWT9[?_2#%MD6O;Y0,'&5Q MZ.MLWIC_ !._K3VW/!%UR]%/2[?N(BC@2UF.C6^I?I6W-(E1)*G5O9.4U\_;&=;]YTY0MK\MN0'Y[:\U20M MR"&?VK)B9A^K&(#]E_>XU7KC@W+6MU*V3H2]_ 9BK1LX'!' M(]OG@D_XC+P^Y$6/4@=FR^:>OJ>;"FW5=[4^(QYRBV<71%!#(8?]?K$]'O4! MT0]06VX-W]#^K/3WJQMNP@=>G,H92T%R&"9 P[T M4D#5W]?)=Z3[ER?27=%?J+Z:>JF^N@.^ZDR7*>Y>EVZ+>)HR6D'*Q9K;[/)C MLE296*34YX(XG4E2?UUL<_A^?Q%O7+I?O;;'2W\26SMC>_23<-R+;V']4.SM MO/A<]M/+6)4@Q;=4=N4)/H+F&L.Z5[>>QE""Q5):](]^-)E6@9GYX(>9[%M> M0^2ZX[-WT*UE$?\ Y41>_/3@^^[3IK@8O*8[-XS'YG#WJF4Q.6I5(:=:>W*0"Q$=>) MYG(4>20J$@#R?@>=.-.=:N6>M<7!QPV<8U>>(RU9(4NI)"8S')KD>H#F>P="25 M:.#LR1RF&0M]5;20QREW4CBJJLP2$M[O?R9&( YG?ZR>K?\ MC]9^_=P7 MK M;?1A]W=4/VG'"S%RUG'8:2_;-?CNA-J!F[3)R<54]VU>N M9?)R%7GR-FS<>1OM\V;#V2[J%0^X!-Q(HXX<'AB1K;\/VR4#&C=#W,CL025\=O'DCP. MXZC;ZV[L>)9\Q*TEZW#))0Q]98FR%@5S[4K/#;SVO5,]S;V\3G2U:-S..PCQ5.+Y:U)#.[DPN.:Q^99O&13&-G MCC5GEF#,W*>W CO,[E26 CC'9R&\CC5N9^JVWJA*^Y?L+$>TE$B2,JR,&=4L M302<%3VKRO@^/ U:?IUTBZO]<,G%B>EFPMX]1LCW1PO5VO@[>2@@:4]D;7+ M4(^AJQ]J%DFO6(F"HSEN$[]9#MB_@K>O[=;5K=_ICM;9M0LDKG>6_P#"4K*( M5#*)J6)7-V5)!![>TGG[2!Y.J>O;A9N,-N9%D;DE'UY$M5R(U9& ,L4T\7 4$D<,.> M7)(/C)#D_P "3UK35Y+%:/HO+.:ZQM7CZAWPS!B#&$-G;,%="'X;N>6-?_,X M!(,2^I/X3'KSZ8U+F0RW0K*;CQ='[[%W8.:PN\OY0 MG!8IUD#,/N'%X87D,*I88'[:\A[B9=2EC0UB-TC68Q[VEW%I[8U='<+(T1HC)21)5Q3& M)8E.$8ETR3.I)4OS.C+'-2F>O,IYB>*6171E^UF3L/ #'SP>1Y/Z'4H>F&Z- MO;NV[O'"]2!$V%Q>W+DVZ,@-&1VL0?&KA]/[=.'21E[E>MDHF@'?]P" 22\]W!X9@>.0#J#$EMLJS(^5HN\+5GRONG[KUJB MO7&EZ6R><=JZBP\V@K(\4Z^@?_#;^H[-]0?170].^]=PS;FW7Z=*N%H8'-V) MY)YSQ'VHNQ;K0K_A@NM&1VWZH]Q] M&\Q+9DR%_9.YNGF4!1G,TVQ[<6X-O9*\YX56GQ".L4G!5Y)6"J2Q*[Z@\@'] M]>:#%G!YA),>2$CZ T>VN;P=1(XG&,LWSPC>;LS?=TTTTU+56FFFFFFFFFFF MFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFF MFFFFFFFFFFFFFFFFFFFFFFFFFFH^^JSJK0Z)>G+K+U1R$D4<.T.G^XLC$)2O M#VVH35Z:!69?/=7J/ZA9+>]YY 8 M[ VDUETVWCSRWE:F!K476K$ DT2 -[C]DIB[F< M>6[BK$@, >T\\\ :E%ZBVHG>^"V5AT2#";"P>/Q%-:X!AB^GK1QA$4LJ^X8$ MB29@AY8-SP6 $:,S-6BB$_N/"D1:Q.TBB-&CJ+*SK''^H6LDDO=R(S[(1B3Y MU[.S V=KY;K\WS6T-,3@P1Q1DQWU8YJS/'GV/-XLQW/;6/OU'3Q259IYH8WN MY/?FI38VG%6N6Z4D,IJ_F.4@EL5^]/J:M* M:HKAIG9H8=;7FEL[.QTJ%+=?9U#,9))^68Y7>>5S&][4LD3=K(WT>=Q<17[B MYK@DGCM&Q%^!AL2?"]*>K74?(U3]!DI,+C,7:8( XQ_Y[G)WT\+/<>KJ?\*DLO0$01M(_XB0<56O/\1"H[F]'JCN0E5RH MC6X1(L8]!U2C..[>Y%E$J,4$^;--LW:VR^FF%& Z7[1V9T]VGB'-"'\DQ-+# MX[W:<8A,$%2A3BGR4M9"(Y[#M$!,I2225@\AJZ/,?4$2-G\EF+*4\R94/.*OBL5[.;ITG]X&-,GG8 Z\(S M6*K]H3[@&45SW#D?!^2?/ XY[RE6WH>XU,EC]P1*Q8T#JG(Y$J@2_/;SXYY\O]H^!R/)'_ $U('II5BO(>Y23(0X(_ M_L4\ A3QQVGD ^#Y^0-?"OA7]L']JOP_?V9^$_3G](MZ9.*;?CO&/Q38W 1E MM[FUXX\1&6W*(Q8B!96,:A';A+G;B<-@F<=_9U#;K!Z/O39ZP]KY[#=4.D^W M)MYX4+%D;TN/K5=X8&68E:F7Q>>J119"WC&E*L(;DEBA?XL06JR,#QH@^LGH MC5Z%=<\]M#%5WH8EUL7Z>-F69?R3(XW,97:NY,)3FEF:2Q5H;CP>1EH2LTK0 MT9HJ9\UTG;Z3&>Q,6 Z[[<\-S MV@N5"\G6C[^.3T_L[1]3V7M)"13M[NWJU24*(VBH;LK;:ZA5L85!(<4;V:SL MAD!YDEL2N1R6U^DG]C/Z9>-_3C]"_AOQSXA#:V_B9/Q_P_XM'P_]WX;<\7\/ M\7N^$?$[&U:;)XJ$=GQ#MBQB;ORU%K6K;Q^*8^6$?PVRXJQ.RE9X M;0<1F)U=&!'*NI^TD*2> P''Z=P'P1R(J].KT\1V[*'B:*OE=Q8 H\G:X7*U M:>=QROP.2C6:N4$0/(63N*G[B#*&HGN1%>]4;CD!8^&!!#,CL0026X\%5[O) M /.OZU;TD7@R>?8SS?'E?\ /T(0*@$NKIZ<@D9+&+\JGS!U83#0@:R>>A;K MX?2YZ_\ TY==*=V6C@-^W=MR;@6"4&.U=P\@Q^YTD!X1UO;3RU])8FX,CU(W MX,D497ZE..OT\I0I9/'V([>/R-2M?HVH3W0V:=R%+%6Q$WCNCF@DCD1OU5@= M?'NEM6+?2F#<2J&R?1_>6+W97Y![H\6[QQ9& %.7CAFH?6&4K]I6-E(8G@_3 M:_!RZ\_[?_0!T0W!:R<>5S.S\59Z<9FV+#VIYI-I2BKB;$\TC,97M8"7%SB9 M28Y58/']O(&#>.G=OM,IO_%&G';\LN/*.K9C+;ZJ_P"7(C9?Y9&%7N2BW_F' MEUE#TTTU#6?3333333333333333333333333333333333333333333333333 M3333333333333333333333333333333333333333333333336DY^+WU.3K;^ M*'MO;=>ZUC:'IGZ87\A=2)G,";FS$LM"AR"[QM:@E3.S1$K'&.U7[BQ;C=-S M^7K[?P69SUO_ .%PF)R.7L_VKXVG/=F/P?\ ^.!O.OG-Y;J)$1\ -&6*JY?B6U;O1#D%YK M,D@>GY6?.+#5D3^[W)>73'Z+;_ ^^H0[MRAW%N[<^Y1VR-F,[>DKE^!W13.1 M716'@#F+[I& 'G@#@G4>=^3SC"YVO'PLMO'7L=5[1S[D^5$6&K1@,25<6LDA M#+^W@/>#'1H0J-+$@#Q.Q,:N"2KIV%>QE[C[B,'63M^.3JS6?K?6Y MC:>.# IDM];4HNXX")%5R:;BMDAV/?S3P$WO>&9I#R& X ]>:1@BO>3DRO5+=T\H1/H\O-AXC#VB-J&UH8-L M5.SC^DM5PL;/^G<>Y1RS#6UU^%5@[.U/0?5G:'VSF]S;HM!'Y+2N:6&P:LA/ M@ R0%8SSP6' \HQ&H=GY)\OG+UR24337I[5Z:20]Z>YD)I;;#AN.[N:4@\#D MR.>[[CYW9_0E@VJ>B+H1CV0*^1:""P.U5]^:??EN)GE!X#-P5^X^2!P.>/'Q MC])_%/P[]'?B/BB0?J?@O%^)9. =CPV[O"O-'3Y^IG5'B9[6YL>'C WB<=^/ M7U3E+;N6Y7R19,(J1^9B6X9)*PDCU?=(MS"E GM5J-*I5CC\?:M=!P/_ /!5 M]H$_L3_CH=G3QQVEC)Y,D;+R/@=WZG^P/_N1^^G5>T\NZLW(6;N2Y-'Y;^D! MB> 1^GW<\#]_(_35,;/ED%^+PS@CMY)!57(8@L20$4A3R6X _P![R1S^.N[M M+\,\-.\OAH;LBGYI;M;TNS_^R?[\C_AS_ )U*7I=4-:*LA93V,WE00/U_3QP/T//Z #G4 M2J=H2"K$WG[E+*/N(^.00IY\?;WCR5)4.1R"9E=.HP%@[D*G@K')BL9+[:EM;@,8Y^M=Z'LW1>* MSY8UZNM*SX_=_0[<,14-5WF,98D;D 5,-Y!.ML;U. M3/2V7L[*@$-BM_[7G#CA6 %^LH 8>0'4LIX_3QK7&_B-]OK-L/;^96-2)J%2 M>/[0?:_TYOW%-,58\E?Y.\.P_NC%1SSX_0__ (4O%RE^B7QWP_5CP7Z7;I&# ME3XA\(^$[F[*[NG=V9.>>H\DU9NP#?ZGB7A]S@O\H3%&KY\P/)YUJ2[(OPUH M,A'(/YM7+[5S==AY[16RC8B]R/\ YJN; !!Y! /! /$PL=88I!(/YJ\*6//: M3VG[2.[P3VD@CP1R/)U"+:LK+M/P> .9D]Q3Y '<5/)\DD_/C@:^V85(R9_F!S MCMU6#PYJT-?AI/X&V6+'J2JLN5YO+7/RXZ6N+"_/1]X!K;C_A2?4+9BVIU<]+6XLC[N0PBS;@Q$ M$Y994R&R,BFU,]7BB("]\^)N8*[,R^'$(DXY+ZT]=F73A=V[:R@952+*U4L M AC!,16D#$ @HR3-R!SX7_</X-75R/T]_BP[=H7KYH8/?VXX(I$,@@KG%] M3<'/M>^T_=_):.'<./QEB5?UE*S JX4FKQ7S;9(P;?0OG\M0>#-Q6^']^M&V M%3ARSZZ[TOSQM[9 *7F@+U]([30? _7^_P"^FLFL^FFFFFFFFFFFFFFFFFFF MFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFFF MFFFFFFFFFFFFFFFFFH*_B4]88>A_HJZ];W>P:TZ[$SV)I2J_;)]3D<5>5@@' MW,?IXYAPO' /<3PIUH20XJQLWTJ]+ML3**^9WF\&ZLG%(SO8L7-PWY-SY1Y& M[NYBSY*".TKEV[D # @<;4O\2!U%GP/HZVKTTH9!JM[JYU"QFTQ!&>)+$66L MT-M\(2IY\;@F0*#Y:0.RLJGC67]2+KC,WT]VSCT$-+"XBRBQ@=LM=:\E>A0" M2^3'&L=-6DD16"HZLQ YXT>%B,I22V.Y0O%0VXR/I>Y]_K=Y'^[B(5(E+[O3 MG_VV>]^\1,T 2JF-F\A%:.%_9$:BP X5RSM)_+'"JX)!8]I /$==ZQ3C+8:> MHX8[?@ZC[RF^YS)%%MWIANY(IU?D%47)9?'A8B>T2,>03Y63V8IS.7$:=KK- M[L(-@2/(Z1^[[84$J%0/.(F)'*R$,>#J.>Z7B@K[[FD<>\O0GJZ*LODQFQE+ MO3S$(>/ZE[X,A9C0,O()!X^>=VXU$H1$+*P)TG;^LIY$>8M. %J^THW$.>,C M]6N=8N%I]V?H4^5*M:HP@(?AS)$K @_U,L@'(/VG]B.1K><])<"U_2EZ:(X@ M2EV3:-UV -_=MJX !P_>Q8>1]HYX.M'2"-GWGC'!"K^?8\#D\<>Y?A4' MQX 4OW,>? !XY/ .\_Z3XT/I+])]J.-8T&.V$C '[58YJW Q4DGDLZ]S_MR. M!R=?!/[16OT)_2AX#]'OCBAC,?AV_P!*^O3U5CSY=9=W;8.R2OY]YW)6( %; M8-7*(EB*#CC7[ZDECN++OW-RL!)#:3EB5CL0O'RI(*,.[5Q>H +[@RL?ZC(3EN>?'<[@ M*?'SP?/_ "U[MH4##.MCM0R*H$+$//']O&OR4GXN'A_A_A MIM;E>!Z"#02-WPL]HNQ^6,MUFB-A0EWK#O'SWQ^7WQ3_ *=Q\GN=H%?OK6!(W)K"4R0H!/&R*XXR3=/+ >MBA MPG><5B!]O !#8NFP9B"2Q/)(8DDKQY/')A.N,I7!WVJ=>Q*:MRHTUF&*>45K M\0JY"NIDC;B.[5"PV8V+12Q(D,J/$G:94],,@%6K&68^T*RKX7Q'&@1(E"A% M1(T58XXP.U450O"<*/C>UXN,WP.U$8_J\=R*W<7\3?W=T8B6 3C&U4X_*&K- MN,8MIEEZX*C5W9E'MGEHYJ3U71F;HQ/+W%'K[BVW*C*>"ABR5:3N'(/!*QE2 M1^AX'SK S_$&T8K_ $/AE8 /4V7ONY&W )$J;QZ'RJ"#_N]K6 O'##]3\@Y[ M/5'VS]#\EV.I+9G \ _(/U\/@\<^3P>..1\\\?K@G_'Z[8^A21M\R=.>I">?]X>.?C[_?\)N?AOZ8Q?RGQOX/O1CP&[+X3MW[G_/VQQ>SOVO:XQ!KR#..WTUI8]/1$V]]NPS,%BNV[>)EY^&AS6- MNXF9.#X^Y+9(/RO82/[RVZ:,+.U<+[C(I.'Q[+&01()HJBIPQ/'VH5(/Z^?G M]XB[ 02]0-C0L5$=C>6V*LA//(6WG:%5F_;@1S2<_K\" >".#]Q[<'."LE&98KMS9SZ)JSPDI M.T6J19"LKZ3Y<=)DB80<#*SR*^F)B06$9S+6FB9"/_-&5=?TY\$?:!XXU*^I MNC(;/Z^^FSK)B)A7L9'%R8QYP?ZP4T2!Y.?;ED5?O;NU M%/CA%0G[9>]FXXY4J2%;D_ 'RWGX!_XWSSEDGH1TZW=-PUGIYU#V[8LSQ\AD MK'./BK?!Y)>%J64D2100#'(2Q!"ZKW!E"40OJ$H+42N_]>PMH[GBFA):)QF\#0R#=A(!X6 M2=UX(!!4@@'QJXVL9WX/_4E.IOX>7IVR+6!8O;8VYD=@Y)N%5DGV;GLGAJJL M@_H_[LAHD#@#@_;R/N.3'6"#<8^P/N8?WZJW(],Y1[$D/:\?NTTTTU+4---- M------------------------------------------------------------ M---------------------------:EW\0EN0;T]37H?Z.5I6GAQ.[HM]Y>@75 MH%)[@]VQ$LC?T+2Q>S%"'![I9IK"<,A5 (5,H925UE@_%0W*N]?Q;*^/'=)!TTZ1;BMR*\"1 MFK)-4V=M^NS2CO+);F;++ _VN\0^%'(.'OJ%;&4WCO"Z')%C-QUT?DAEBKB5 M"L;'[BSD(2HX(" \-XV>%B1!N^N,IIY,Y57;@C&O],:UR.F.WY]$<8X2WOY MK[^>K098$-(G>[2K')&91"D2+'%+$A E1RW<\2"(R,B&8\S0JJ-XB_U6<"GN MXUOY8_V;789N"0I.3ZE;#KF,$<,Q:.".,Q\=A" =P(U)[*/$/?E+=S,>]6!! M9ROV@JS#EV /_A\ ,.YCY748.J$CMC]YB8]LC;&QCI&J<]T4G5/9Q9B2>0Z> MTH$?![BQ((^-:MW\L<5\T?;MG!?%+SJLX;OA6);M^&*?H?CG]#K=4_# MESPSWX?O2>W7!P#Q\/_3? MPL_'?HQ\<\%MQE+<\7\&^*;&W$/FE/>\!XG9C&)664I 7=KYUK)O]50E+$OQ MX0H5HZCSS8(48*R9S>7>U*2;>&<50>!E)@H"DAF#CR/'@T'P0P(_P? '/'!/[G_'>[@PDDF\,CDC'W8^W,MRM9C99*\\=I1*CQ2K MRDL95@R.A(93S\DZ[>M!"O<@0 \+PWZ@_<>?[_'Z_O\ VU^,_B]^6YL;>R#$ MV=K;A.$L3A*,8DMN>"I0D/4482R]99QC*4\JE>P 7YY\R[^F-?JN/N((^2_ M_<']O\C5UNGV1-/(0P,2O,A=.3Q]O:H'S^@*_P#N?[ZM[4@$L;<#B6+N) \_ M8OE6)_\ F'SQSQS^VN^I2+![4\4I5XB2Y\#M!^#R/' (/GQ\G_&O(-QA."?L MSC:]BQO[7CT=2VX]4B[P8>^*!?1X7CGC5[/41;^IZ-K7C8&2]NK;%5!W'EGG MRM:,KP#SSVN2!X/'GQSQK Y_$*9WZ3IAB\2[HLD_37J4WMQ,#R&ZA]",:GN M_<%8I9X(^2@'QW 9H-W9^/=,'3G9Z.KWS(HY B]J MOW]Q \.I'(XUKS?Q#^:KS68X4NEOI.F6WJ,<(/"F7=O66>=EX)/F:MLSW%X' MW+7^_@*NOT7_ .$C8W)?HG^D/Q"6WN$?&?I)L;>U-(QCNQ\%\.^'1W?PI2_Y MW1*>Y'<()^&+U<7J;)EXDBGY?#[R8! M^QXU"+#(7RN-0#[FR&."$?(> ..1PP_7[AIBZ:KZ+@S[(U[OGJ_PCT[5$0A.KD_M20) M&>6,HH _*24#KMN/&K%.[VT8=A!#=P=E()8 $<>03Q\LN?\ 3;UA MV]"P,]2G:NTU+,Z"04HLA#($YX 26MW*P4E6//R!Q92NS,SLB*%#,Y+$]KGG MAA&2[EF+@GCN\(3X'' D7T.2'(2;RP+I_P!ERNV[$C1$>&X'T\G Y(^Q944= MW'@CX'(TJ\/!G[9QZXUK 3T9& '\U%^SF\^7H&Z)_#%]74WGZ6>HNQ9Y)A:V MYGMG;SKUC8$U2"EOK;*O.E1#VLI7)8RPUIE4QM-)_46^=FS6D3_"J[X?&=0M M_P#3^W)&),ST2DA1)>Q97O=-.HL^%9(V:3ND9*60?OBB0D+$TLO 5#K=VUYI M$C*<#B.Y(/J]7_V^G'&H^(/GC+_'M;H+:OIAZ);WZQ;ML5(Z>V,8\E"I:M MQTQDLK.1#2J++)R @D8V++@'VZD$SG@#D<4B*\']8\WR.[C70M [ZTL/4MN6 M;>WXH?K*S\X=9=KX#;VW>#*TZ5XLKN?/Y*)/=D(XC:#$12<".U1\\CN('@ZF!TYFS_4.]U]]3NY*K MT;?7_,7-SX/&M!+'8AV9MO&Y2CMB[<$H!!W(+%W<$<9533HWZD/:&0DP_0Q" MHB*$13V$ < /+*DS-$_/])0MV^X0.X@<^=>CX,"9D=$D5Y#''&7^^%H_:[HTD!4&-T*<-* M0[R]Z ^&[H]]3Z%.WD+FUHKU/&YK-P&('M]@(X(B!ZH-A4NH6[^F6W,G$@CN0]36QXD'="F7K[0?*XQI8XN%?V MGQON(2 R!^"T2\7[@)$ON<>A?';/*O-N-=VUN40MZ3"T9G PD7C+=?[8_-Q MTYJD]CZB"S#:AE:.W3MP2U[->7G^9!8@F5+%>1#R'1XU4$$@D>=9T_PKOQ/. MF?0G:%GH!U^@NXC9][<>1W%MS?V/I292MA[&VU>2UV(KQ8?=F+@W3CZ,->&ADLA)/%N*A!$6$<&+ MW6JSR6*L<;DQT\S#=A8=T02(=G%"27\3+8)ALS49^2#1R<)K3A"/A;JJ*,S. M" 'B=.2?N1/(&/>VH;VW/:65T],X*2AQ2=*,:ZN;C?"TVY?%;4=^48JD8QI@ M1(O2GS;D92I9$I0LEBB54F?HI;4.(W=MVAN/I-O3;>^MCY"!+%-*F1K9_#M! M-&)42C?IN;.%$2.DKU6*+&.U&Q\3$JJS%D*:F2;:.8!4_>^+FI9",\'M9UBN M35)DC7CGM[NXC^D$?&@=TMZ_];.AN53,])NH^[]DVC*)7.!W!=J5&]KR@GK0 MS/2LJR_RG6>"6)DY55"^1E)Z=?CP>KS9M*MC]ZX3IQU-BB2,)"W9G*_@PG*WJFM.LWX",80W1*?^=<945FX$A)' M#)7@HL-;3$&8ECED%/;6[;G3II3OO#+(]JWF]TWJS.O'9*M9;M.18N3PH:XY8?U.?+:A3UL_&R]:O5 M>G8Q^)WAC>F&,L*ZBGT\Q\N"N%'"L ^8DM7*\-\8^,]$NN&U\4^)$?#;B)TPW=OP.WL,MH!&*I*OF)"ZZ;'B M().5;<7!,C-7!&B,HF5L!,MF::VUNJ?73T\^C;%R[^ZY=3J$6Z)*2*\%M-7\2+UYS^M'JKN+-8C&7<)L MF"S@<5MK'7Y8'N+MW9Z9\XG\R%7F&7*7LON;,YJZ899H*;M2I123"O)(<>^\ M>H>[]]9:WG-Z[IRVXGEL6KN9R-F[9L23.))!)+:GEFD7GDJLDDA4> ?C5 M)U:V3R0PS M/CLEFK]['3S1OPRRV*4T4LD1 :!G$3\L"=1"I=/JL]#,V&;'86W=@D5 S*,)([,4!/@$^)J]/I38VAMYY 588+$JRL.3RM"#R21 MR"2.3R 22?DZ]JXOY9=54/D/.+I1OR._-XT[.U*$-N$GF$FF:@RD4Q$.D1;C M2VK0*-7QA^U.%'89"H!X(!5 Q) /QV\#GD$G[>>-7OZ#6FJ=0ZT?Q2#&3$T+^V%^2 Z-64( \ K^A^.?!X_8^.-7)Z03"#J;MA$X M'NRWZP!]P@BQ4LAA]@X[F[58H/IW&%KBPQ_-UDW;0C[R5-:.2=0YG'D*%C[65^ M-?0F!Y /[@'_ )Z^69T(Z@[A]+_J\P74;'SB*?%=2]K=;=JS),U9,I%ACA:. M]]JR2#DI/]#7-_W"&2QB[]DE&:E,Q^HCL_<^-WIM/;.\,1*DN*W5@,/N/&R+ M(DH>CFL?7R54B2,E'XALHI*DCD'C7GS.G=GY3KL^>ZU>H# MI+^'QA[B1[4N8FCU8ZOC']R9*IL>E#:L35Y[*NYB_P!2WORG;U:!8DD>M;R$ MBN65#K;*;X/^#_TUIN>O%:F4_%A]4F;KFO8;#]+>BNU&L(B>_7L-@*]^[2,A M4.OM^Y'*R]W!)4K\ ZY75* BEJTID/E5,@28ROS#5NR6S\R-GOUQ.>UQ4OR7 MMDC1O]*V$V#GX*4,56C0VQ"(*.T)#"J1J /L(_36*NS M+Q&J*JLBM&R./')21^Y6'!'<>.XDGQS\?OE+ZU65J]/-VRKPKC$7$7P0O$H] MI0>WD\%0W@ D?IRQ'.+=XSQRS!8V[V/$!3N'MB=9O<"GML^V>5A1&+2?RG(Y MXUZ/ABH>ET%K@#"]\/.NVWV+MP&!1#GN(%J=G)KVE^'1G[68<*5@9 " M4Y[B"75"7/Z> O))U'?K1#[.]^A>4D'MUX.JD6&M3*2K-7W/M+<>'C=F[N%= M[%BO64$%&I4;?TV?I+1SFU\@2P.)W3@K(R6%N Q6IUI2*KB,N:I)"*Q[BI#!RH!D M8^,S"*JC??YI'%'%A>#M_/5\'JC%DDH2+"A.4OMY%-X/3FS=[I-$CK^76#&T M?GV5;FE5VRDPD?L556I" R'A7![V8 M ^WR/"KP>25_0>MMAUD+);NW9?GN7OCB1E_3Q#&&' YY^XD\ ?VU?'=D<5?< MV<@A4"&&];,0\ 0HMR95"#_]RU-'7 MB,6/@DMSI[LI5!-)'$T<2%N]G(CC!=U&H1W=X2/S$0,@'%!315 4.1ND-:([ M<#;C% 4D\>0>!^_('CR!S^NJPAW3B9-A0XM<79> M[%D-P2C)B*N\+19&OA%J1)88>YS0->V)8PW\M+D1 #2/JD)8PE*I;81>U=B= MX&21)7589C78S"-NZ!@Z,4$I7O0"0=5RZY(3ZY-Q$RM?=:2JIP5K-.6VL M1)3N,)22Y28C72SDLNG]DMLHJR]?N2>0;;W\Z'L8['RM*(D_:MC,W,=A8>]C MP )?KGC7A6)/_F;:)E9*RA.8HZQ"N.W M4KJ9^GABAB4.$/:Q/:GW$'MX7@KSX)/;X4C@'C5L8]-G2QMLORH"F\BBF##? M?7;@2LCTQ'IC4F7^8*6P7+BTD6AGM!R3V#]6X/G@'] 2/CD>>"02.>!JN>E= MJ*#J7LI@7[3FX5[F4HW$L,\ 'M\L2QD<#MY)*@D<>=6Z^K9&?B%F4'@,R\\G M]?Z@2O!Y ;XX']P16_3:93U&V/)*P'9NG$NTK^"JR664*Q/D$!E!4\$ @ 0%5P%8X/IZU>)C^H#9UO<6SI,IA&:/=FQ[3;OVQ820H9<0)PL2-PX67'],=M-8@<]H*R0V)'21.X MA6' \@G6Y6WP?\'_ *:TJO4 WN>N[UWR]S-_^_,-?R1P/IMC;60 ?MW<2.=8YGCD+NJ ML!+&B2HP)5Q',GN*@_W249NYG8!XON$//N.=;_#_ )*OB7\C.NI2'-8^W3'_ M $KO=%AC5+9NL\L8D[$#2*X@[E5;(BG91,T:@?8GO0C@E69!RJ$*Q&J4>21! M+!)$.R:4Q"0GW R=DL9)5F/#L(D[^[@%1X Y'%99"7A6(D!(+>V(9%Y]F)N] MX^WR>6E=G5N\J 2#Y\ZH:Z@1K3KSV(K=R2<%Y6]U7+ _TB/AFY4@L>QOO'(U M9N9B?YO;@._KW_WUV/.,T=_1B8O)FKSYWG46.J>!386=R.[%6=NGF\5H'J%5 MJUY;!P&3JQK7PW4W&UH4[)EKQ+%C]SP(HEEQ0^HE)> /JT%RI1F_[15;%Y2K M-)*(Y.[SJ696! 6HKOSZ\?NS_'GMSJ<611&-CES4A4 MNK^7IJD%,MV]21LO/4K(G,4$$+-WIS%!!"W X'(9(U92%)!X(!!/<#JX72.) MVWWAN\H3W6W\D D?1R+SY(': 1^G//[ZH#)[%ZU;>D?_LNV-\UN&*S8R5,- M?*1MP&7'Y&6.LTC*?*QVV ;D$@<#77[3-;EZ<;NQ\>.@MW&HFIK!,5) [#R"-=8M6(WQ27?>C+CU-77TN;"RY=,DKG"#97 M-=KO5%;S!_U'GN).YC9N!U53R.,I.@\_H..>3\GR.?'FB2!V\-RRJI!#$]O8 M?)4CD+VD@_(X^>>1XUP,KOYLSN/*WZV,R-B*XTDAJ08_(&U$9Y3,(I(X:W+= MLTC<,P ;D* I/)],&-Z@YPR)C-FY2K#R&CGO1Q8I3RWDR2Y*4CL[0& %9S\C M]2!(VW)42Z>J4@Q0_?[^6754=^/S?W;NL7I0&@4"U(QR$6[HBVO.KBC=-2+9 MU?:R45^I2WN"VUDO"RVG$T<8)3'P$^_=G(6-(N^$N)7 %98+HMO/+,LVX\]C<36< M^X:N-@.2RR $ HMN6..A"IY/++5D /':H9BVKT;:Z8[0V3*V0IU'MY*9'CGS M.3FENY9T;R4220K!3#,"THK11]X"J" -5RA'JMDR1BT4Q:JSJYI+"B_6N>1 MA*4?FC24EMQPE-=(E'9 %57)+I=A;0?;6,GLY2P;^Y-P6IZ M&+R2M6F%^GJ*.$C5"8@BE>+GTWA:-5[D[PI!0C[N>1RX)^2I'C]@W'[ZIV:] M0GF]NK:@E8#@1QS-*RD,00_//MD =Q']/'D$Z[BI75JJ=G!(E[3(QY/)Y;M' M[KXY!_\ ?]NM]^?W^7]?OT9"0H)5VMS8'+=K6&_5O7+F:0RD*I9?Y0YY7L/* MOSW#CD<=HY\CP/TYU4FQ+$D&]-IF,_S4W'BI&=@&YD%V C].T@@!2//VCCY\ MZIUH78DIPJL>)23_ %=AX!'^./UX^/[ZJ#9L3)N[:O/S_J/$GCX/:MM 6_QP M>?\ V_?CG]9X^NN!PY,E7W++IQ]ZL^N!QQJ9_X2>^-P[.Z.]?<1A<_E,34D]5.],C)5H7):L!LY#I=T?IIIIIIIIIIIIIIII MIIIIIIIIIIIIR/W&FFFFJ>R^[-L[?BDFSF?PV(BC<1O)D:>0SN=B8GV[. V]D MA\.C%'4\@J""-=52]8W2*[/)76IU"J-&7!DO[$SU.NS(>. MV.=X7C:SQ&R\;FVI5G68NN_'J#IA-CX,K M,VYZ&+LS"O7R.3VQD\=5GEXA[_::Y%!(R1-+V32>T%BDBF1^#'YZ;^V\RB?6 MSMWK//;'>ZUTR69/,R:D5IJR-+U%]'+WOF+>V.BC@,8:6S':@1WDX 2$/![L MS GAO;B(7@DGCSJY& WCM7=<NG>K+\KU4VFFFIZ:::::::::::::::::: M:::::::\-\'_ ?^FM*?KNH;UO\ KT*#EE]0]OGCY!_TAM,#_GPP_8\']-;K M#?!_P?\ IK2PZ_?]G]_R)]F;6D!_]^!Q\@#]=(KUF?V7_P"> MWJW;_:^F?+/)J./6Q6FZ<;DB>&\$[E(E; MM'EL?EE[_P CZ_?'EJ4DN^*./;I._J?6\:I&Y.W+E(@9H8)CRJ]J MN&D8<]@':KE63EF8 #D(OW1R+(95 9@7C('\Q>\=4Q;D=8GCB?W M(3(@Y]M6XC4O(%]LC[D$DB N (U\(>>T:OG%E$(F![O%F5[!F_+FZ<:1:4/^W^*-#AYS6NHL2.[2!R6$L0A1FC(7ND#'N /)Z.\CR M%E9C((_;='[>Z-V90C< GOD>0E%*2%5C)!4\#G7=6?*B0@1$R.2D@'<>4+%2 MP^YY5*\NSDGLX XX''36OY:E1(\@;N67M6-5AF=57[NYV:2.2-5(:-5[..YO MVU6I&+% D#V;MIROH'%:Z6M_LXR+>*[X.:K-<7>J>N^R"TCQN)"'C[6[7 ^W MN:$L!_,0<'DE?N'@#P :>F$2A86[E=F'$:@-'&5^"8F(! ;[5) ["2>#^E1D MQQCN9&96[HT5B%[F':LCJW@@>.(W;QYY8^ !T5N*%V"=R,_NQAF;D."2$DC5 M^?YK*_DM_2200!X&JSGOASVKC[4]U\N-2ZI=I)Z"]OKJW&]7J8.5[%R2.NK5 M5L,W"@H%5 >6 53SW*_0P ,>/)+<>-=GZL\F];8@F0\-:W-C<18)+#NKT\))D88!VD,%,[>[.JD" M8QQ+(0J ZSB_AK_P^/1+KGT*Z2^H'U#]4-]9F/JAM[%[UI=.-B-1VWB<=A\E MW3T*.7S\B7,MW)86C'12-G,*NP!85[WB?#^$VS=WI2%ETP@0ZF3A:S0 MEX4#C-X+9=;+IB"$8RG),"RA1=WD-QP2;H+^8->Z3KCD;M@U<;2]J>0=L"V) MTGG+>.0M:FLLK?\ RE9N"?!'(U4N=Z3>JO+[&R?5:UTGZSS=)MO*N0W%NN#9 M.?H;9QF,(#/LO/ M)!!B_3SU!Q\%4)$E0MF,.V$AABKHB1(H&4Y!50P:.,AE[ ->7+XT3WX0V?#_ M "SE"%S:?FE&+T@()?RI)I/7/",NKJZ^G"=)&,HEE74R;*L2+R2M&L&BGZ6M MC]/LX*4\L4V;7()"9_YB1B.O=A[F5G+L5E1&#L23R.#PH\:I_(Q0U>1\C_.KA=,/"/G5XII:/9,5[Y]-9,,P_\ V8Q@D?8.$Y/ X4$\ M<#R;-Z^NJ%E/J.S)4CXX_P!D'1CX^/G^K]?G_@+$7HFE MK.RQR!AXD[P$"2'D]H4>%';QXYY!^W]]2/\ PXJKV=B=>Y(P2J^H_-1\C]TZ M/]%P>?'@\_IK-O5^KO;^]/X!5WW_ '^5:OVD1OS.D"\B7YT4.3'!>OH;Z::: MHUYNFFFFFFFFFFFFFFFFFFFFFNKS>9Q.W21CYZF>I#>FZH\97P1RO33 Y, MM E:JL.6W_N!)G3^9&*4,T.VJ-6!N^S9BEF]H"9I+_<(HFZ&[O+JAU3ZJR[W MO=/LWNGH[!CK%/:>QY,G=K6J4DUNE7QF[=P87#T%R&,O9.M7MY$-)+E+=&GE M8<7:KTUBM#5[\%T_VETRQ%&IA\5%D-ZYI:63S4FZ+LN07:M&Q8'R]_=\1NM;.YM[>S%N6Y$=S=DDBHQBAMQ M).+9V ]40<70-J)\Y*@^ MAAR5VM9MT[4V1%:R;DUF2%\?+ M+#!8=K'MI=9WDBLGMCD,^(RS;4V\A ($;[UK0L2#SRI?#\-R""#R/')90Q*Z M]B;36G^3;2ASCX[)9$1YS'15YJMB+&R;3E^NLY_^8JSK4H7DIR-%$ZPP3*(F M6)FD62C=@8"YNC)Y6'#>I_9?4&Q6@$TV/VU!MO(V\:IG$0FR"ULADY0G@PAW MAB!E' 8,"NJ6.T,NF D>5C.UP%='26V_LE\V]PSQ9+VN-%I_C)55-A58]]8U M_6EC?4YF^N71C/=(,7B<.NU<5=OW*_UE/=>)NW8LS+/2L>V].*."W4@#M*AC M5IHS48!U@5ADEVAENJ>4Z4[*JOE!EKU;#XO*=N8J2W:=FP<2WYB8L93:JB7K M5N2>6O[3UH(VF>(MV223-'KU,](/6B>HNR+70FY1W3M>/#1#<&0N-@,8,9E_ MSZQ[ZM T]&Q8C?#FM.S0U+(*EHE+R/3=GMX[&8^"LL/T^ M(,Z05Z7MK$S?E;2-*IX5R6=F<'^HD [WQ75X;P6S^%X.!LPF$]F#^L;D);G4 MQ\5).N2/Y;F@& [4$.C#P6 )-8]$-G=9MO]3MKYCPT?N&ODDD4U+' MMR>W.MOO3FOO:!86ED,8,.+!6,GA0>,,X/"^">&^#Y/QJ[?2W%]1,7)LYMS; MKLY"N-R9$V:58XY*ER.U5,-=+,<6,I3RBO,XLHT;CVW3[UD7XYM[D.J@VN8\ M0+%E$*^6PSG(U6I T]1,KO+)59K./YO..)@CX'^!KSKP/@?X&O.O2US33333 M33333333333333333337AOZ6X^>#_P!-:97JOQ=?$_B!^N"I6$B)8ZA[(SLB MRR,X$N;Z:["_$X]5E2NL MT,>?V9T/W0\S_\ *+7V M/W:NV2_Q/2%_:4?]?;GO6HE;UCD?;>X8>]F[L)EE$8 (8&E,60'[>.X>.>#P M3\^-8HKC>XDK\!6A^UZP9NR643"1#(5 ,JR .41&[.]V5CSK+CET6>M;1V01 MV*%FN>\@(9)JSQOSX/ERW9V_TDGCP2.,1E] ;'WF0-6M6:TD;J(>&]YDA7L4 MA5"B!G'!8?S"Q().O1\/GJ/4OV<>_I]==>WI7.,X_=?KY86C722/-[T8KQ/W M(@[^^!(HE$H#D$=B]TZA1Q)R.W[E ^[D4W;_ *HA'RG9(4XE/DQJ9/$95?NY M 0<-R >2.[MY/?7#V =O? &FC\"2*3F58F55]V/E2?;X^WX(!)!/G707)#WE MI'#R L(?Z0L2H0H8D=J^](Y)[6! B 8#D\ZTW0''J/H)?GSZ5BDSKEYKRKCZ M>JUD^E\UKIW]MY8Q[;2 QPLHC5997/R(D+D\(S)[/:?(;@<1WW M!)&X\_3]J \$CPG9^A&JYPC3*FT MY\Z#_8K/N5J8U7%7F^,XNN[KH[:1QS2$MX+]RGER%#-*P!#-\%GX '*_:0 M!STDY[BQ< R,>P*!\ *>2K^"K,A>,D?JX/Z CN[7\U>[O8E#'$@9%56C9V2- MB>TY9 >6BXXX*JQX<2.@_1@/@>#QJH+%I?- M"^Y;?G].^77/ZS_3J''K!7CIY2Y\=N^Z:J"1W!1M2P7\J![@+<,7D'?X_;6_ M'^&>;4/X??HSK5)HZUS-='.E6#AM-'[HJR96C'']6RG^IH(>X1@C[9&4^?TT M%?5_(7Z?U>YN]H][TP)!]JE1M>SVD@^#R/AAX//@ :W_ +\-JA%:] _I)Q[E MX%/03IC+')%W+:KS08.G8JV8&/\ 2\,R+)W#AB"025/;KQ/C3_<[!25NSMI. M8QJWL-<]K]ZT;:.YN6-_A[.<5TG6O5;5VXHXM'C60W-8\;5 +95!C[&:ACBW#D&NTN(WN MI3A]BSEPC*!%;E95!CEX59P.&= >[[20=?7^*"WP:OH"V=M:,-7L;\]1/3K" MU' 2]_:0 XC., MF_+ WE['+6H[DB,)JM]$_.U8T'FM_;LWSK)>DFC%@?3QO#+SAE/^G<_VL%*L M'NPBM%W!N./_ (D!^"2/[\ :HI R")E!+A 0IY=BQ/\ )(8\<1L.> 1SR#QQ MXU>/8M$[5]+5Z-U*V;\&)QG>1[?;]??1G5T/V%BL'W=P+<#Y !YM'%W,IX<) M(6/!X'/'GD*/T ^0%X"^2O')Y^9*R@2>92DO!R1<%%%/<&]KN[QXE5^."6_J[0"1X/(\NLP#2*$KT)R[@_3M!'/<.?(!) M^>2?B]_IRJ1S=3TNF0H:N&R3J\8[NWO^GK]O;Y55E]\]QX\A"?GR(/#[.IQE M12!U-TCD,X]\^9ZNL@-^1Q1>= SHP#1DE@&C![C*W/W?_,%(# ?(\\:RS_@; M=']J=2/3MZB=Q[@K6[-U?61U(Q4&8$=P MY&L2^2(- M(S(_\ ,;M4]WRLI5F!+ #D(0" I^T<<'SLJ?PT.PL1DO0-U0SU MW ?53[@]9?7G)?63P6>ZW'!CNG^'CE1QPDD<:8H5E>,=@-(7\$ MB5^>^^:"KKV..X7JX^6 ]A\\VD:SCMYKR%TZV>]---5ZPZ:::::::::::::: M:::::QO_ (@GJ6H=&\?L/9(JV\K/NB7,;RW3CJE5;"_Z&V3#$1!;DF>""O%F M-W9# 5!(;$1$-2T[NL*2+)D@)X!/[#G6"?U<^HGICMCUJY7IOU1S-M\0VT-B M59MK9O;=+=&U;E,T+FYJ^1I92*.2?9^1MW[/T]JIERU&R:=&[9KL;^,D3+XS MJ=B4(UZL2V7Q6$ES]'%39:]=QT.8AQV.R5N5*%O)G$3_6Q0-.!],DZJ M6L%4>-.P>K]C<^,W'N*EAMRQ9S+Y_,6[#V(:,D-'!X? 8V3:F.REJ"X1%&*] MR_;FN8TB:QL/TC;_M]-]X6MR4<'N/8$UU]J8^V*2?64JV3N;2Q6)R&,M-'+6CO0I3,=6K!8G1+$XA;SY; MLPZ-G9=S9V2.V SZKC3*5=*=+87TGS"<4ROEX>1 G+K)*2D,7%X"[NBK+Z7' M#1J3^W,EN[-9PVJF_P"SN""S&T=VBE&A!;CA>O+---BTAAE=8DC:0!+0GM31 MHJEEE:%6J;+8_:FY6WID9][;^Q][ 8>"3)&6_F:;Q9*_C&R>$K+CIL5-=LQ( MD]:.6;$)-81AJUQ?K5].-:[8RQ+([NS(M&]O$FX[4XM I%/*K&-U[TX MM]*H;,[JI.>>EK-!\V<)30?[]9D>N?36EB,U>RF4ZJRYB[MF7$Y#*T.G6Z<+ M$U#'XNS#7IUE3&F2+&TS)/9C,\O=)+--;*+3CC>8D&4A%/>_#97;GKU]-_;-2O M=*S7E_P"[Y8I$EB=HWC;N#I*(ROW]ICGLSKG^ M&_TOR^1R73K;/IQVMD-/Q"/R[5.W(NR.\,)8#..>_(/)^'E\I^'%K)*4)L MXKTVPYRE?0:O.I'IU*]+F2V_=L1;URS8V')T!;N5\K-3>"W[-E\?"6IR0*8I M2;C=I)#,H'!/:8^X_P#U$>F^M26K#U#G1(E6)9&MRF8 #C[G]TDC@>25Y^?] M[SKIL)ZL_2CD\;8]K=G1.C3,T335[YQ>,,EB,,L;R5;^$JRK[?N=BO-$.SW& M7A2231G4+U/>E:GBJRUNI/IYP\EK)XV&>\,SMD/!5DG/OQ3O4PUN[CXYNV-9 M&40VYK9\KW;*XVVG/H<'IJLV)#73*-M%Q;IJ[_ *R4 M:J>QUT]-MF1A_M5R<'<0"OY]5QV=?<'5+T];K:+)552:/-;2CJ8V3\LJ-DZN.R61P.(.8Q4F3-HXF:* M)[ J1(EGV)9%C-W1,F2K/5B. M-GIC'U*\C.?^T3S3+7D0"%["=_>+H^(/Q".Y&=DBB4U+)0XCT#)#M!X/;73P MZ+TQS58C/-Q[CFW!Q6,8O67X'P.?U __ #SKSJ!>QOQ(_2KOJ*C)!O')81;I M@3W=I"\ MF[O3'L3*I"K+W1G;FZ+^+9!$/N9F67W&E9NT(0D:=RN6VV-:O7XU>V9<+ZTO M3!OF%O:3>/1?J/L-G&/*K8N8/(?ZDB@;)*O9+,E<2RK4D?W((P9HP$9SKL6F MW@)+ZU"2?OK5VSS,.903_P#J*_2A7VUC1N*R1Q+-$75Q[KB-@RA7']/.0#\'6)C>LD%#=.Y*7:Q49JV8^U3_+6.>1E(# 'EQ-]@8#N*D \:ROY5 M^8A)%V^VA91[LI5&=6(!=.?/?\ GR&(///.L8G6ZE^6]2]R11I#"+9JY%'#! MFB:Q6+2(6=F16$LBLC LRA@ $&MGA)=:I@<9]$6_0L]-3D5S6:],OEYN&J\ MN35G[9E260)&P5 (G415D*PLBDE_EBWN1QAG" KW< CGS3EMI/:>5(N]9&[2 M4[(XT*]JI[*L 928U,A/8JGMF//V#GL;%US-(J +*8 &^T%(T,S./<<>' XC M,DQ'\M P;P2#TLTD32%V60@5UA25'XY<..R=DD)[(^SO7F+@,Q 4]ID#;\\! M3CEQCIJ^"[KC-=KU R<>S5GG$@L-WF->Q R.\AX"*\C1E+D-S#&>2 M0WM$!*Q M[$^Y868&.1@LB%V8JXX0#ENX * @' '[4];B#2$QDD1H@*E>.9&3QKJY!RJGN(5R MB LH[F7D%652P[B4#$=QY'<5^2>8[<& VVK>N,ASPX+K&0>.5?(P=RJU#'U8 M4+%C9/MQ@$P[NISNGRJ1_P"FY8@0W)Y',L0!X ^[SP!XV?O2!^.9Z(.AWH]] M/>Q]RV>J.8ZA; Z4[:V9GMF;=Z?VYK,6:VMC*^.M%,[D;V.V\V/ORQ--C[HR M![X>XR1(Z]K:Y?5_&?F^"SJL!*L-Z R'@ 12S8CZ>*,+R?D1@ \\!P0&Y4$Q M6V7L=@[3O"LL0D8(DP9EX^5_E@%.0S$5U0)TAY6L^"5]5TIG:'ZS_Q*?5#+V+.-].'I MPVUM_'O$5AS_ %?SN0W#F!( RQSC;>T):.%14C*%/@/H MEM97(WI(X.5C[.]^;)8W;9KP,\U45T0!6+$*Z,.WCM0?.WNXX)*^?!(,=CPWA?#]+M[1UCB8W(OR9" M\7Q7EPZ)*.C8*\BJ/L,DD[M&C@$E%X/#>(WEHE4?<3_ $@J0%;QP?GD]I##DC@^.5_? M7%>[)<'U%J2?;'''*C@EO[C7'DD4IVH9&4N?+E?D#GQ MQRQ7SX//'CSK1.741 2K];4/Z]JTC8X?E:+[''L9S?9KFG7)),DDA+=JD<@@ M ]SD%'/P 3P/'SJ37IF@5L_FXGP.?@J#X+ ENA$<1FK4B"*7(9(Q56;M] MP058XBB(Y)^[OD9CRK^02..TZJE5-\8O^&N@9 +O""8P?7(N Q3DYD_N6U]+ MA;]EU0+%5F^3^G%93]TM22O2BGAG8DRF5SR5 .M+WJYETPFP-TY M0ORF/V[FK!+( '6#'V) 4;M E8LJL$^T/SR"O (^@)^$_L*QTO\ PV?11L^P MPFM5?3QTYRUQA+'*BVMS8.ON2>*.2-55XH7RQBC;CDJ@[B6YUDW96PCVJ4OL M1C[][U+=-> P/ MP1Y^/.O/(_<:::::::::\-Y!'GSP/'@\$\$@_N.>=8N_17#5W5U.]:'7B]!7 MMY/=/5B]@(,BT8GA?;^S:$>'P]6H^0,L\52'&XRB6A+I6#L0D:* J9/[,@A@ MFE)"^W%))R?@>VC/SY\<#MY//CCYUC*]$, Q/I?ZB[B]M6FW%O7?&3:0 *TQ MGNFO&_D%CPY/:".TJ0%7SQK/NSK)'IQW1;]-7[9_=[CWZMJ)YY MDKZYZ3W^FN/E%]OD@J M!TC5JS/*ST<4>_LY8X;&\/RJEW8M1["Z(HX;@H6#%>TL&/L8H)0GMJ&"O*R' MD/\ 78Q^3R"&Z*?)XS.2YC;L&;7\RQD>.FS$&%S-:+,8-+J M-;Q3VHZSRVZ"Y"&&2Q3^LJF*_5@FXCMU#+&U!'J#J+ M0*C^4M?*T&\*E*N= M)@#V*4N^#'=SV]:UVPHU8NX1U,,A+=SJ<-A%:3VY >]!^7.Z=I\*S*0I/ 'S MQ^C'&DSE*V,0.R.Y&%PZ%B' +$+2"2+$W8. 2552J@JO&K+7-Z;JZ89S 8[J M##5S^Q-R;FJ;5Q?5.I8Q^&N;1OYUX*>UL;U4V^\=:F\.XMP.^W<=OG:1@P\. M4OX2CGMMXB6_)DW[G?/4^YB=Y[=Z5;,P,6YNH^Z\#F=VI'D)9\?M39.T\+:B MPUC>F]\E!!-=./EW%9I8+#[;PD,NY-S7TNPTGQE3&W^$E\+B?<97 M8-(.9Z#?" W6[>P-_%0Q3YC<&5W+F6B+7[]F2/'XQ9VB)L+A M\#0CAQ^'QWO>^:D$IR&36 1QW,K>MPM:DYT^1QE:]4IVKE&"]D!93%U)K=.* MYD%HQ+8M?EU.61;61-*)OJ[8I0V/I8V-F[JSR4JPJ^;:P8+M>.?1SKDBM2BC"MB<*6?P_N8;"2!R@[XW,@IN)">U6^Y MD /Z214D! M(/( +@DJ> Q0LH\ LP##N"MP_('(*Z_#-$7?L*ABG;)$6D^]&=0X*'@+&H;@ MJK=SD_(*_;T!Q@[T!?:E6[NS-4KRV7SUHM!]Q[WW&L>?IKI+,=6(KQA]OL 7 M/)VWM]N SA'/G'N@8*3V@<_<&+$GD"GLQBL1F(GI9/;.V;].1&YK6=JX"2H\ M8$.H+E@%[55@7;L[:SDA:8\]I8 !65"50Q!''/:".UAW$CG@$- MV'R 3PYHHP$>0(AX_J[RH53RK._M.G2V)S;DCP@+SPE M&,5WHQJ0WY/E??BCUNJ/K6=0@ZD>A'TL]5+5C)Y_IS-L;.3^T8][]#\[D>D> M[L?],TH$\%O:HJ5K#.)"9/JH)!8B18K **JK:3<'3WU_?A[)4ZP^E+?U_P!7 M'1Q$-'=G3W,;>HCJA0P@"VFO9B#!M5P6]+-$56@.6. QVZF,A8DR6/)FADA:# M(8YG4)9A#B1^X%D03^>4DC=2JR,H5S\=C.5G4,PMZ?\ "-6Q1ZHU>2->^$UQ MM'\J/[*<\7F\>G!S> U<'T&?B3])/6AM2*J]W&;%ZP8PPT]Q=-\S;&*RTM[V M^++X;%9B2#+&6O92>#(8.=)LIBY(NYFN49J]^7)1K74]9GX?%3JOEE]:_I%R M:[#ZY[*CAW9G,!3#P+O*WMF7\VCB,<9,5;<]9H9&QF0=>);*I!.S0R.&R&?A MR^NBIZQNFM^GN;'OM[K7TWBQN.ZF8.2J*=>[-:>W3J[HQ=="4J5\C=QUZKD\ M/]LF%S-:S617I2TI9+HS,%V)W_,8#/9'D<7FP2G-N;8#.#B_FCW@M5WNEX\L M<]LC^FFFK=4::::::::::::::U\?QZ]LF##>CCJ;]2T,&VNO5[9^0'OE%^CW M]LK/XM"L79VN[WDJ1=W>&",P[&'/&P=K#3^/+MILM^'9OW==> R7>E'4+I-U M-K2*9>8$P.^,74N2%889I9$-+)3I)&H0%3W-(BJ3KCV]XCSPH/'.'C_SJS;4 MF5WL/=*"\=Z[ZUTK<,TT3.W,?9')*41)$!'W>/M /N5?'SSK'3ZF< M?[>[*-WC@W:#0(L2A(S)5LG@\(H60R0.& Y9QP!\ #61"W8CNT%NU)BL=JK' M<@=S_+:.S%'81BJA?#+( O 'R#P/C4+_ %,8F23 XRX8F9\=?4*5('"9-"A8 ML!W"1# $CX(4+-*2"Q4KJ\%<>3"M-%TD>//W>/35LDE=-U7.,B8X??&.:U!] M98F!X)'W$L6;PY=@3#(3R C]O!0_*G@>?.NKG7D21.P E81QHT;*"C*% 9O# M>VI(*E.$Y/=VZ[2S#'! E>)D#+$P:,JQ"S=YC$<1': _ 9DDD5BO81S]WGI9 M9FCFD9F7N>$2L$;O]TQQE D<;.2^QR,;<>>/WY M=<"NWKS['#A*<^6*[ZZR9K/M2I,P8*@C5X^U@P[E"I'X7[BI"E002.^16Y & MNOGG(E5G6-1.LS),@;[0_'\L]P+\J5 C>=:D)D9T"HD;GP.UO; MF#.A96 YB4-&P4#N< $^>X:ZRQ[H#^&4OP'C$G#/"Y5FD[& =^U^)&8?^*2K M-PP U,[>W^GDU7IDX\MXH,9'NA?_ 78^.WD$J>..\CNX&N6 M6_K:;N"H#,'**.!,R*2(F#=K]C*Q8D\CEBI*G7$D8\Q,[%@Z_P R8JJ1O'#[ M)Y)3A09.YNT\!N4/=QX.N^>?]M1'AP(W7(Y&TY\GD[9JZLEO&#WX@G71XVC!C87BK5XH"K$%^T-(Q !)#- M\ _ !'ZCS\59NB8KG+!7GN01H#\>T$$ DGQS^NJ3>5@2P<(S=B*[ M#E.6++QVC@CM8$$\_< "/WU@>7W?XZF^CFO;.) 65Q2WG)1<6O1.PDD$RAI. M9#RKL2%)[@6X)'Z <@\?/GG7KE *",\@)RX^X'M4MR.X@$-WL>/@% /@#SK MV(DG:$*]TO<0Y# =S $GA?)' Y)Y/[_!\:X[D]Y;CDA#'V@\\GN YY^/'!YY M^//G]-<6C/L>[_-]>WMBOK!R'2XBW3U-65R7_BP5KD!B$2%'8%#RW;QY)\CP M0>1V\<@$CQ_D:]D+^][8/ ;D)(/("M%QSP2 )#('Y!'P5\>=<#W!&Q<\,%=4 M)4CM)X+$JS=O>!Y!"@MW @*=" /D@']QKD.WNG@J"%)55<<#QR ?D'S\\@@ MG]-3W]/%&*AM7!E8_V1"@[ >68!E4_<=0,BC:62- M$>.2222-(U[3PY9E5>X<_=P2 _Z'SQQ\#(YTJJ-2IXZC&$18YJ=ATT=HY]<>??):W7.*UU?J6 MN2/TYR6W::R&[N6?&[-QT*0^[+8GW=DZ>WD6.N2&>8OD0(HBP8-VQG@GG7U" MNCVT:VP>DO3#8M2%8:NS.GFRMJUXA6BJ>W#M_;6,Q2*:L(]JL0*OW01_9&W* MJ2!KYF]/:\W4_P!6OH@Z.UQ7F/4+U8=&J^0KWJTUVO-B<%NW'[CR:68*ZF62 M)HJ(:P>T(8RJ3%5#G7U#E Y ' !X '@ ?H!P-8]P.N/-FV+?_ M '+[',/+ZUJ&ZX"G\S:E748UCTZL>CK]?_G_ .?\]<:WGQW%6VQA:67^IR^UX(;V9GSA MPUV?!UK^)O-4_)FR\L,D%7*YB"]B]M1W-R>(WX;$1E\TI-0A M=,DI5>T8X92C2;LQRRV[QMY"S%2JBQ/A:]J3W9*UR>.)R(B1> MI/U);OR]N]+U8J[=H"7-U;>S]O;0V_C;>#EP]FMAYO?GL8O=.8K31Y&U&W=E M,S-"\RNWL0TEX;$7%URIQ# [4R$6.R&Y<#N:CA<7DMNWKERON:Y!GFS&"ENX MBLK1Y[<;YK(20/DRG?E(W&-D8P&M+K*'M?I_1Z9X_ 2]5K=O(=0\[%;L7L&= MV/3H[7BLV():2YV[1K6B-46C\S(R=WG%"FO1-KPVS1&!N.23N1ZI7$NP?E+3TYK*EU37ZJ^N M#%9C(YW:77K;>\,37R=R"+:'4OIIMJWAEBK^ZPJ5\GM6AL/=X9; CB-NSF+A ML8F1;9AIN$M2R>Z?^O9<7?H[;]2>PY>E5R2I,TO4O!6K6?Z0-9IRK'97,W[E M6CN38+E)J\RG62W$MB2NLAJ>/PN^=I5YL)7%FOD[TJ9FM>C M=\M3DEM3MFHH!%*L6*SL5@M'5LPK(D#2P2UF7'I&'['<\5LLDW/Q:_-&5RY[ M$@$2WMEY-5R/#[GRSVH[;=$X5!'UIZ6J>1_GK)UC3QN0K0W M:&1Q]F"[0O4[,:S5K=*Y6DEKVJL\3I)#8@EDBE1@Z.RD$\[6(#H]O&UZ0L_' M@8DEDZ#;ER@RNY,'/5R9?I9E)JJQ[CW'LPK++07:-._+4GWGMB@@QN.KU;^> MVE4IBIF\2,N]2W6O5J]RG8@M5+4,5FK:K2QSUK->>-9H+%>>)GBG@FB=)(9H MV:.6-ED0E&!/H[&_'?C8,9'YH/,?*WN/(^_W4^-_RO#L?>4L8YEBVIN26,>?+IA;[(/ / MRP _4_VU!OH[V5O1QMFOW!>R.BDA1^>>Z<.QYY0 CQX!X//[< 5[M_CG-&SN M_6Y;7_\ E_?Y:EM!^#)O/X^T'_MW&VL\T=N^=6VL*ON\+(C*6[XF!9N77RQ8 M'@ED/ 4L61G YX+GB!.]>N>=Z<[C]<67P'3GI5%NGH9T8V!U8;<$;YRIE^I6 M/?:V]LO0Q&^,C4QL=]KFV,3MV3&85*KWZ4 O3QQ6:E.8Q03T=A)(>>&28J49 M_;9^X,"6 8@!20K ]P #"3CP-0_W1T:Z:;WD]0>4R6].I$L/J&V-2Z5=1Y,3 M@86CQ&U-KR;QVN<;MX)M&R^'R-?'ONS&7LC=7)W'CDI9:(1--A[=C9\.GX:. MY/\ 6H,]N4-H(Q))CQ7A9[OY=S;5EX>&\1MKK8L>F1&4>>(CO2VX_@(3%;ET M\.UN1/SQGGK8O'9'Y5-6^S?4O/=6]Y](?31UQZ?;+FV%ZQ/3WO/>#5]L9GRKVWL+MG,V,/F,C9DBIYU;4>>@RN%S& &"MX/,8RO"WYA[?UTL3O1IZC^H M.SNB&8ZV]7=SIU/RV\/41G.A?4#K5#ALUO;#]'NG70[:+;9V+;Z@X;90JY6E MA]U;AAN96QEL>4PU9MZ7M^[AF,MYH)\BE#HGT[O]0^@W5]M\]1,AN/T_[7GZ M0[%6;$XVEB_3>;;.^NJN[K-;$;%RFX<)E,AUKZBQ4]V)N7&Y';E MO'9C#4=U9&J,3;KWJK8+'1C//9&UX[T\GLQ\;\/AX?=\+#PKN0\1+;E,Z90( M2AO^,9$-VMZ&\3/>V]YW>B>U'ZG5<]N3<>W7FI[CQV!R6.7%XYL:V9PF0?(+)M?-XK+I)-58W,M$+%<4[=NM MM^IVSU#ZL>F?#YCI-T]K[IW+U5]4W1O)YZ7(W]P9;IOO7H+BK&.WO8V%EK&% MH/8VSOZL,-%'9=<;E$P\UG'Y*I:D2&06RRFT*NT/7IT9Q&Q-Q[RV)M3I+Z". MI6VY]U8G9$>>@Q-M=[XW=M;;^4I9;;L^U;&Y+6#KWMSU-L5XVR%,5XDIXXU5 M&.L7]H>G3I%M#,=!-Z83?G5"G8Z3[QZA;HVG=M8 ;HFWCOGU TLCF>HN[^H- MB?;,EVU%N:BDSQ=K[K;2>]X'N&ZND^V3MWI#U8ZE=%MYX':>[\S?W-G=[[5 MW/!M'9]?8E+);;%:YCMU[ESFT<'9;.38R_1.1RF6Q&T]QV\;DIL7NOH;N9.H^-?)BQ.+E M#,U,YMP59!MU)JESH-O>E[HE2Z1=6NA.XMR;SZ@[/Z_]0=Q[VW/! MD*$-?/8C>G4C/8F_>R>&S&UL'23;\-;CID MT6"R\&Q,OU:ZA]3,]C=J6*M5]U[&H8"C'C]LY2'!9'*Y3+[>VMBL%G-TW;BU MX+EZUEHK]VK$]['X2*M-:R,V7Q,OA;#=_5?#L)N_X@AUF\0/#[FWX;]6=J#N M;A&>UN'BOQ"?5'HGLU*TPO3[9=2Y4;.9*M2GO7,CE,'M[%1OEG^_I>I^(ZD;)S>PJLM/IWZKF2Q M>0V]E\9+76=<7C\=/4M1LLHJK*&X[!':O?'23KUO//U\Y+O;HIC):^"& 6&G ML_J4)6KOG:.;$DMR#=E:].8[%'^31FLRT(#9M6UC8VKE6SGV7:V]O:C">Q;& M4MVZ?28V/%7J$&?ZR9.A9RN.RUW)14<73SNUO47AMFIOC?F>VKE.@F\MX M6\-NKXL/U/V'@L=D\?+9JUY:TL>(S&1I/'%.()EG/NQ&>))%HNQZ8 M>K!S%O)8O?72O&++#MY(,9%MOJ0E.M%MK*ULG5KP6:>[<=?;&PW*E@8O&V)6 MCP5?,Y.ICF3$64Q,=Y<1T[W_ #=6*W4W>^;V+,N.Z7YKIQC<+LO%;IJ-.N=W MEMO=UG,7;>XLE=C"P_ZK;([D_K+Z:P38 M3I1U7S8V;UVP^"4#"WV\9.\26)FU>*PD M+L /Z> 7+\*P7A@1W@\@EN%(9.TKR0>>TGO^N.T4Z_\ HQTKA?8+O65JCU5LQ)/7LP2HS) M)#/#)'+%(C%7C=6!X(UR]1.]"N\;&^_1]Z<]QVQ(+DO2C:N(O&5BTKW]KTSM M:[+(2\C=TMG"RR$.QD7N[9 KAE66.MHV#Y@ZQ)TJ/(I]FM----=US3333333 M44/75TL'6ST=^I'I=[:RR;OZ1;QHUHV5W[KM7&R9.CVB.2)_<%RC"8F#@))V MLP904:5^N/;K0W:MBG87O@M02UITY([X;$;0RKR/(YC=AR""/GD:Y(N*>8G[ MM2B],HR_PR'[-Z^?UT>RTFX>C_3S*Y ]]FSL_$5L@LX[N+V-KG%7O>7@CW$N M8^=)@5!2164A2.W5N^M&-;,;*SXB61G@K-HCH/E??I93H=U^ZG;8BQ\HFCL#;&>W-D-S[?M1M94QMZK32&"O*CCOLM&$]F6&:.:/M5SPL@/;( M\K!9?LC;[1P=FR54GAI/;"!WXJ_7F^UH9W,E=25Y\>?/>^WEK%7:#R=\C/(' M5S)(T;!!)R\K!?)%1.2"I")&R.SA0?@ M]W:O8/N)<\ >=5YOZDFV,Q;H(LQK2Q&>FKQA6-<(3#%- A>*62-)%C(AE8<0 M,OV]J@6_G//N]\:NHE$K>X0(G4(6EGX)#"1I'B94!*IWN@4\&D1>] M5_IY<Y=ZZ:>0(&ACD+1R*9U4\I'R8Y%(;D!3*SKW=C,) M"?N"GG7"F=69#)(R.8Y6BY0'O7R 6D!)A"JC.% [0RA/AN3^Y&9GD66-QS$[ M.64]BO\ ;"@8]ASX!XU*N./7%7Y_P#AN_I>N4_6N7B_EIX^V/3S7\V>Z"1R27=OO8.2 MRHJAEA[%X/"O/PP'#?8/!^?V]T[ M*7F1S(Y+.D3'M8?'(T\\=_O@S_ %Y:D<6WGG&?MC)Q@SSZ:M-N^7VLM=[>3S' M2.?N12O8 1SR6/@ DMSR.?TI>,&0 ,'D[B'(*MW*1QVCE@ OR 2"#YX'/) M[G=* YVXI=^UDK\D*>S^7&#&W>[=Y:,V:2GGBO/_"^H<5KPY5$,H*J0 M3VN022W(0A>//)^/'R.2.?G7J=?N(*DH./M4%>[O )/!'/*D<@$ CGD:]DC^ MW[Q4$K(RDQR1]@3C[?M0DLOCRQ[OTXYXUZ!*0>XN@9_,:#GD<^..69B3^H'] M@!SJ*.&L6.1X.N+'),CD$K(4'8ZHB]PY''+,P \$'N*D_\CX_;1N9 M )2&5NUHS\$@*RGGD\@MW%F'ZL!QX\:];P\&?N#(&=>PAE\MPQ XY\GGD?I MXT3TK/[SGZY_?]-33AQR=KJ^]8;\R\=T<-7[,K+=W3BJW8"(;$=EE[N]"J=T MC!N[@=A[ S G@$KSX(YR7].E0OVHR2FO'-,I4A^!$$Y4A5[VKQF0L2DB('() MY /;C]Z0XZ5+[Y9U165UKURX#B1""SOV>>3W@*Q)[6" <\ZR"['OU*U&W;L M0-0E>B*==RH6.;W'^]G*A2D7/P "#R P/ !C*V/JUS[AZ_SU*/!A;:;$>3FE MJWR_F!/O\'GIE@.M/XQW1-,X+L];H!TIZF=:Z4%8"2C_ *H5\5MS;#W)'%@Q M"#\SMW>XR1.]J&NL1*LVOH1#P .>>!\_O_?6EA_"X]-9-X^I?U^^IR:-I<5@ M*'3WT_[4MB _2R^W)+NCWC=/UDW,[DLW727 M[1+/I)E];U1)NOK]^I+^L2*>E<\ZB9ZT^JC=*.@^[,M53W,GDJZ8JBK-(D?- MJS6AD262.>M[2W))J^+AFFL0U([60@:W(U=9()].[KIO/?6'WJ^%I[G6QNO# M8N;&26]N[BEO6[.1RF0?([C]S-;:2A4O+NV]>62"CGSE,QMJ"-4QN=MT(*AA MV+_Q>LQ>Q?3C"68;,G;A\'F,]CJ\#25)I,I'N/:F+E$U]!.BUGH9%K$=:SC[ M]>3(XVA+)&D<,JRZM:9G.Y7,8/+8?;].2F,6^-GQ"-="9BROY@OYI?K8V+"5 M(9LA#;EAG3!8W#8Z@U>ND,)L///-Y#">[XOQX7IAX;;(/S[DI3G8_F)],8E6L>B(K0%R+>HN8OX=,.[\9UNV3U W MELJKDZ+39_I/TJN9MJT>/I;^?!IN7);B%"*E):RMKIMMFM;R;Y.6:6:G?RNW MJ%-QEK%#V)8[_P!_;^Q-SJ$=[P28O?&5RN4DL7LBD461H].WMMOT%VENSIST@VMM MG%98X/)WYJ4>X]W;RS$6325X-_G<><&/DR.#,AO8^:6%)I888H(\5>PNJ>Z\ MS1ZF[QWC!>J]3]_Y*O<6OGVFI0V8:B9:\]C$7K4\UB'("W>HU606^^6N9(X& M>U41XIH[DY[E!':(1(B)$E*+%$5.HN4[7I>DQC70Y &4UN3U"]*J(O\ EK_$ MWY&LV73+*7*NT[4="A+F8L=@,;'/<2.0BN84QY8[KZ#;;Z=XG>M?;&4V11PFWNEN.;)W:F1QN[ M-O/@*61&\,C3LUK67EV]7H9'"0VZRULI9:TMB:A:JW.)+!=-?4_O'HSZC+%K M;.Q^+S,5F*UDX8$C-6[+.DE.2A)2F MJI7L0L\E4)0GU]*=7+"5Q6D7IJ^:]:RG.(2V9D58MR1PW5(T^GV\N36?S>>- MJP8ZWF;7_P 98(LC!+3;*7[MR5I(,9!5/U#S0XFC6-AVPE6G:H1X\9&8UF9 MI7$@_2)NZ2YLS.],[Z5(,CTDS:8''04DG%%^G^;J)G^G4U&:::<6(*6 MC;S MO"T<26<%*D<$,/LJ<6O_ .I_'9"#Z7.8_,87(25!?VXD\$5=[5Q)[&*F=[$\ MTE5*, EMQ9"RL>21374K7-IHA!-[TM7I4ZTXV9;8EAWIZ9L3FKT5.O/#AUFV MEU+O8S%/5![X(K I;FMUI8TD+2PUZ\BJL:A5K\/*4?%"%1F=+S4L79=%V'TN M\UJO>@/AYDOS0J4VA*);6Z77<=JC+_W2NLXY-9=DO9W/ M,WMA^E;G/\M=G%(BN';EE(D4$*J?LI+#S,P=5 M?D<]PC':(F5DX)7GCB(!1P%0#N5AJG(Y/N*D\?:4"N[E_M //D ( 3\ ,6)! M)':">@W?5R&7VSG\7C)FCR&1QMNC5=QN*=VW/F,OCK&(&+R&8 MM6[,^U\1A:,M*G#G7NYO%WI[35+MK%V_IZM#Y7I=UKR>$3%V>J=2>[8W#8S[ M[AKR9S#G'UY(I'$[FQF D%[%RU]NY"KB)UJB:_:%\= MN'6Q=^!$3YJW*IDC*B.>DB-99'Y>2HJT?+;2N3F-?>^3BN/74SH[3^U[;6Y@ MO<)(XED98>4+,TI#(Z=RM_0P51W*6=P>./ZP 9N9$3M(8Q$L]/NK5K,T[V)WT,!2;+8RSD8&SV5R_P!9/2PJUKFY%1J4 M,<3V+L,AR>5@FN5-I;AQ>4D_VA M[HF@S6)B?:<,Y[U9BBR%O,L[_ -S87,9+#FI)2VZK7:6+D6A6VA!%5EFVS/+> MAW7EWM9N_F%E^G@DOS;MJ%FY>4@HZ*53O9>X-Q.D0$C%NXKVDD.LC*3W!M5[ ME0Z>F<9W=]*M<59A+.7W\G2(KD1*?1P=SFDXQ3[Z[9Y Z#VRLBXEF[3ULD\OND^S-X,DD(1$D4HD)+R]Z2J>Y7+0M"L M@EC+)/SRJ@<.0)86%&E6&+WC9[HY1"9.U9)VK,I1G7N>- P8@P(2G 0^/2UJ M-H_YJ,X6"*3BN@#(CM+RRN)%CB?N(1_9=Y).$#HW(DU1U-OO?\%[_7D<731< M^+^WF^G?Z]N;:SKS,3#8> (MF4MX@#^R"RM$GL^ZLP8?442-1VK8=E4MV*YF$C*'[1R=>)O;C]N%9_J%5&] M^&R@:>06E#M(%*HG 8=WO/(&#%G=$=1KJ'6)K*M$%!>B6DKR*4K*?>"Q,J@F M82%^YNU0J!F8G@!F:/5G+7/.?(/MDYK#G&NGKG^?[\:]\\J@,5?O1G,88+Q] MZ1JREV(4CR$)(C +<*20K$7DZ,Y*M%M[J[CKSE:<^W',A["4^Z"PLG$8YY8A M6)X8D^/U[M6-L/(_N\,T:@2^\)93&92C!%6PBJ1/.ZJ&9U8JJ+(>R*3[!TN? MWV-B],>H672=:[Y*E-1K-)*O+(L78TG?]BN>UG8H>TAON[N/&N*11&[\L&8A M1Z-G\KJU(LHY4JO,3.<_P\[QB87X:].:AZ0^G]:2*6*O'N'J@<:)>\A\9)U- MW7)1>(N3S T+#V>T]G:. !P=3PU&_P!(.VEVEZ9>B6&7W.X]/L'F)O==I&^J MW*DNY;?#/'$PB-G+RF",I_*A[(PSA1(TD->AMW^'"^>F-_8UBW'JG.7G)?WZ M::::GJ&FFFFFFFFFFFFM3K\=_P!,"]$.KFS?Q -F8@#8V_\ \IZ1^J*G2A[A M%(QCK;#ZD6*L:)#'+$04L12_ MS4EBX9D2-E6'LEBX[U7GM_?Z 76;I'LGKSTKW]T=ZBXBKG-E]1MK9K:>?H6Z MU>TII9JA/1:U72U'+%'>H-.MVA.4+5[D$,R<,FOGW[TZ.[[]*G63J-Z->KEV M2?>721HKO3_2M)-'#/&4F$!K]"$F MYC)0\<)[6+H9)'^F)"( \@;E9.2@*<$CD'42[ 28H06C5)2TAE8N)#[@9W(8 M["4B582S<$@2-W-W\]Q3O"L!J$V M_<;1Q.6F6M/$8+_-E8H93W57:5E:)%'_ /$Q#$\M(>WD\\^->G!<1*PGJ<#1 MS[G&HR'LUD,^OGC&?H'?G5%.QE 5482HRL@;A1P&7GDDE5Y(^WD@$'D 'DGA MVW(4]WN%OMC X"HSRB-6B4*2I2&2,&)CQX $<_##7!LKVP*.V/@+RA# 2=_> Q+@<%AW)W&VW#0GW-RJX M['9B_%BZ?OS3NL<;W,@PI5CVR#WF#2JD',NJUQ_1C<>ZOR>[L"W0SVV,Y>MX M.YG<@QP4>R;&153 MT-WKTQV?#OM^I&)H9ALE3Z+<<=#(;>ZH[:S>ZEDBF/-:+-;'Q^XL M-*ZAENM?BJ2)V,KI=-O4-TQP-#=F,VSC37K;XVYO3:6:H4-H5L)M^7&MUXQ. M^.GUG)X.&Y%'FX<;TTKY?:=Z".[2R9KWI<*^9FH7[,X@]74UBD#J'I1!4KR> MXEIT@MNH3W.A/ED]3^RCQTCRE^I7F&L:W4U=M4]SVL=MW(W\O3J?213YN>L* M57*6V':)\;CW#6J>'D MJY""&_1R$"3J$)AK6\;9MT[+#N'!KSRQ.[$+*W#$9*=S[SZ'5L;+U&Q^T:N_693&QBP%L MWX<=:VYLK(/@8=Y[YR^3P=S:VRJM:3#;IZ:[4VYA*4-: M!IH[1V9O[#Y'?V.Q1562/W()HB MR'[)$9&'@2(?@_SP7_=8^28^//)/)X^:GWYNJYO;=>5W#;E# M29%*4*R)A\?@8S#0H5J$;IB\78LT*A=*B_RX9[3LA2:S>N6Y;$S4+).0 D2E M0"5Y'GX\<^>?DCSY_P!X'P/&I<%N*+H[5FL<\?RTDSNH.1,RM QPW);>E2VD M77:HQ;N9APP3A)" L2.3X,C'XX^?'GCG@:]=:M+=L4ZE=PTQ9R73D!6[N\L/ M /'/@)//WGQ^@XXYX/]_'Z@'P-7"V=BXVL16.>9)NYP$= M76$ V_P!W'?&K8$NE)2).&2%/:[P= MOE,WBGC5\>G>'6*2&G'#V1*D8X7[@4\N ?T]QGY8\>"3QR1JZG4++[BK8C"[ M,Z>XZYF.I743/XCI_P!/<+4K+9LW]V;AN1X^F!751/+'0EE^JD"RD,_T^Y=TUP?PJ?0[@_P /WT4=(.@L,%&QOV+"C=O6+<]>#LM;MZI[LEESFZUC8;:89L?7]R2&7-M'8R#64D5U^HK2U(Y$J M]\896LK7 D8&5=D+U-=)X.M/1;>VPVQM3)W[^,DMX2"TJ]PR]$&:NM25I8%J MWK<'U6/J6WFCCKV+D"RX[(02T)PEU%C/E^*C.$Y U#=I:6WIB1I M]1J7E4CUUZGA=P=F)^UM,HXJ^F3U=3WX91^GOJZ>W*%3;^UJ>TZMZS!M"DN6 M$=9J'9BX;U\4+EVS)>CJ=K$+:A9+,\\T/TXR]H8G;F-Q]MX;&0R\\;7([5^RD4<[5*TACL3TJT,2(4>*552617R)XK M%8F_5M4HZ:QOEHK45GN;VX7GMQ14LA(\IF,3RI#%'3LS1@M.(4599G"]T;_5 M)TKAW(F-AS>[MLX?;FW<+?E@?-2S79)_;W-8OI#D>JF( MZGQ;$W==7*;/ZKV]Q[#][."]A%M9?<6-,^W]RI8I!IL7/#GJN,QE6RN12U3A ME;ZB>"."M-J^'0?<>1QN1Q ZN19Z/IMO+)W\5MG=V^=M97=]6SN?8B6K./PF MS9HYEDR2"3)_3Y2O0GLT!(F)L9M+0QM:)YC>IWTR8G!]*]O8VO=O6M\P1QWZ MLU2K4J9GM%5K&$G./L13S1VR\*31Q1S1VC)!"9KD#(7>T^]-O[^ZC=-_3%M3 M<=N3;.1P-3%[VSF*S<6-_P!-;>[ES=5*?:N]>FF4_,;>*Q.TVZ]B6&O>R=E[F[;S*=0:-NP+,F,Z M<^F3ICLJ>[:6#F[NSJ'N'+=2\Q6B[0)"F'P,6UJYDC40RO:(=#=I/MK9$.0R&'EP6XMZWI]Z;CQ-A84LX6[EX8(\7M> M2.N6KUX=F;:JX3:%6I7DD@KP84*LDKM)/+5X*)N[W7%6, <\6 -/^&2E+=RA M,$IK-XR9M[ WR ?W!Y7GX)^!_G] M_P!=81Z-";T]^I_J]T?O+)%M?=EJQU-V%)+VK%/MO?MRQ>R-.,A(X^<'NJ/< M6(9$7B&K%0[3V.@UF['/GD<>?^8_?4,_6-T"R'5?:F*WCL/&TY.K'3N:2WMZ MS_+KY#-;;N,K;CV?%<=DCYR!AIY7%Q6^ZNGL+Z'BMIW(QG OU7/=PO'8#Y+&DMUR;@M;6W!5V?D(,7NFUBK-; 9&S%!9K MXO*RJ(*N2GKW4:O:AQTC?634I.Y+<,(JD!Y5#43M3J!%F:Z8_-FS0W!CY)J% MZM>B:I=KV:4IKV*-Z&9(IJT\$D;1R0SHLL,J&-P&YUW.[H6#\\G;$;(F:R'OY 6<;:7"BW%E['YD*&1S,N0NPU+L-/$P+?UUM>;U%VK.* M@>/%18B7?N*RV8R-BU@ZN8J[,K[XQ-J_A_8Q^7S-7OL[*@O5K.,IRW8S')>, M>5AR+TX5Z^WUMW9BK&#K9;I+G,;-N&2HE839>[S(1 MXRFJF(4E:;(RV:\7_9L9>NIR\-U;WO)NVAM/*=*]TOCK&2H5K&[8_8Q6.K4\ MK%5R*RMC9HKBEMO09 X_*R)EI([UK%6[-)HK%E,5!Z=;_3*7ZOX,9;Y]AT<]'$T+#,8^WDKS6:$8R$HJ-L'+*WM;?_P"]Y\EM['E<77M7 M1Z22=5XKFY3U$9AB[$6WFVVMO(X6Y>J35L?+5S4,RX0SP-#,_P!';NW+%B.8 MY7ZF&"E/'++DYK26^M/4K!_0UKW1C<>2DEAS,=IL.["A+D*^07(8.>K:DI6& MBH9':,E.>VLT3SX[==QMMS,S4+MI._K]7M]SY:^Z=.,OC\#7FQF-@IY&ME1? M-R^UV*>[ELI1QEN*C0P\M..2U!@,;NI+<&0HRQ7T]Z2&NW([\H,78\("1#X_:1VL/ *@\-X Y($3$AN2HY\%3SQ'?%= M3-T9>YN&E%LRY@4QVV,]E:&1RZYBY7GRE"W>Q%'&9&*/!4EBDN2UZ^:%?#7, MW8M; MO5SF3J8J2&&*7(K]6PPT60H"2]/%8CD.:/A=U4HZKC<6<;,1E%M>FFZ_,MT< MZF[D2N-H93?FY:>V\;E;]C%4K-NM;L13WZN)R&?G@5*=2XT8APV$RF0:5T2 M&."G8)D4LJM::KUFWME,SD,10Z+[IA-#)-CGO9K+MA<=+'-FX<+2MU[DNWK$ M5NOS,,QDGK++#CL%$UZ.6Y8+4XHM>JG>:[ZZ?=&2#3X/P#O>*VMKQ M'5M[4Y2)NWN;?7$-J>Y>>IS^'2H\W[4[_B/P]J9 [2"2 R0V1(K/\H#(A:3N5@K+)QVIVIV]JA'([AKR+O.;9 M.]Y=I[5WW=W+@[4=G-4,2M#";=5CCJ5PGY&=M](P8O0[6W/;J,HWU11EU E(5> \;^N&\, M)[<]B9#*5(K-N&2#$8\R+VMDRTAAC>:ECJ$A\;:A^+N<7&*,GL MX[.+7V>16];=R9MPO'4V1\[HSVP?QI.;U,BA2JXVE4Q]&!*U*C6KTZE>/GVZ M]6K"E>O G<6/9##''&O))[5!))Y.N7IIKU-8--------------------8=_Q M>?PY['K0Z6X+J;TAJ4J?JOZ!K1<5*[HN-S#I*&2*S.=9B--+1$6*-BE&KKD>$[CWSZ9.1' M.OF ]2=X7[EO<&V),'DM@]3-JY&[BM^]+<_7:AN[:F6@SGX,W]7/)DJ== E+J7M>Q;V5U)I*JE$";OV[)3R-R.-2! M'#E#?@0*H6+@<:UW_49_#%=5,78MY+T@>JG$Y?"EY9ZW3CU+X"YEWK1)RT-# M']0=N16K\DA0)7%C(XF/@ 2.YXULCXQ BQ8TWU1^8P 8_-G.*E0&7*WCMIA; M[QG7IPXB]\+&^<*FM1,Y"Q2[&1I895(&(^!P.#P3K)UU^_"]_$&].PN3]7?1CO M+,X:BK-9WST*RN.ZL[9EK#S]9'0Q?T^S.U+T$RO[;PR09:M !/"S#N0.YCY\D#C5AXD7&Z+Y M67]2K^YG4HP4L@O&6*5NVQK72KN.O[4D;12QH)"%,@"L/:9B$3L(# M@B/VA9%5?;X)1I#SP&=>. .1R#P-5!_H>&^@ M?$93#Y2&3EA)3O59^0.2K1+',Q)/'=]JEB//:3X%-Y'I]F5X=()& ()'#<@% M>4(7@<^.0/ (_0#C7'>'F8O;-NW^M#9W=6/&0 MM10CGP(GE[29&_E(50$L>Q2S <+]H)) Y;C5#39B!@T4@E (!55!;L)X\]_' M)/)'(/Z<'C]=5Q;Z?Y&>XZ0UI6[&D7,A_J"L QD"GCAG(;C@<$C@>V' MIAF!S)+#'$B@EI)2O8B@< L[=BC]>WD\ MXK\KS?RT*6 J"5>,YNW'>VKW2>"IE9E.U0ODLR( M >YF !&LWGIW_A\_Q/>O*8G)V>CW37TQ[1R+P]^>Z[;LCO;GKTYD:1[<73_: M-'*Y)YNWVU%;(3T"&)5W4JQ&=OTO_P *QT!VK/2S_K'Z[;]]1V2@99SL+9@N M=(NEJ3!N7@N5<1D)MP9ZE(H]MH;5N@'7GN4!V4U?K&W'B/X@_P"'@[624,^B M^9VTC#;VU9SNZK_$!?4)$L6RK*#N.M:ST/>C3JO^*-UKVYT"Z8UC=WSN6O7EITJ-;O*(_O2,*T4LB_3'Z-] M(.GO0+I9L+HQTHVY3VETZZ:[9QFTMH[?HCB#'8?%0+! KN1W6+4[![5ZW)S- M@/1;TV[#QG3+H/TQV;TIV)B$1:>V]EX2GAJ)D2-8OJ[K M5XQ9R>0DC55FR62GM7I^.9;#:N_K+.;.3)P9Z8C9$:LO%K1:ET!VMAN[G6_+ M?250\X*+#!W0S3*6L'TA9+?V;H]:NCUREA^J^" M>G-D[)3+ M'(4/Z@\D?/@^/!'[ZIWH$X(PZ\<"#=E<\_P *L<.K M-J.Q-V?4+IQLV[7BR$$N2J MS?E]W)_]SY;)IB\-/B<'5R%^[)B;E?,P)&+>1CJEZ\5<,\.1CDXL5829\=6O M091ZK4_;RN%]0>8:O5*/3I9[:FR\^*DRHL#306#BL80S51]*IEAF>.(G MM$WUN$)-^SC%?FKMYR:^7H],=JV\1N?;%:U9PU6]NK>N+W1=> M&S@]J[5O)9W3U3W#FY$DEVM:GQ-2EAK&0JT8(KD="NK30S?H+]2^:K6L8GJN MSNV,+D/?_,Z.P>G_ $PV?>OK/ ]5HVW#5VW?RU9%@95[:;URS(S%NZ1FU<+H MS^'OC^DE@9N#3\CC@<:JO7O[&U M':VR,8L?,:MP!>#@*# !]=>)O;DMV;*3?8"Z#FBU>>557+KP2 "2> /))U3> M4SL%%"\KHD8_<_/_ !/ /Q\?X_?C503 M&P7YX_Z?!^/C7=R4@:+HQSEPWC./3U^D8@N:Y.;_ECTS_LP?\ M4UT3V)U%S>5Z@[6W(VS^H4U:$7$=XI-M[DFHUS%6DR$"^S9QN5ECCBK39B"6 M:.54B>[3D,1F./>IU'W3M2_)BMRXT06JKE2)':92 W#-7GA>:&>)BK=LT3R1 MR>&YYX(G;U$Z2;\RLEL4Q.0X('$H7@D$#Y^>2>>?W!.L:?6;T4=;]TSBUA;6 M1K6(F>6":MDVJRPR!T='1XV^TJ5!')\_[P/Z^1/;Z]SK+VIKSTK&6,J<6M<= MP4O7H[.Y$CT;B2C7RCAC@^4;XQB[.*QC5^:G6;#RQQM/&(RA#>)OMY"N5;PK MVI1E[A(P6169?''VGP%[B?U;D\ ZQWT?27 MZ[\'(D=7<:9FI'*'2/<5#!9>1HPI3VI;HKU;S1\DN6^J,[/Y:8\D:JRGZ??7 M) "+>W=CY(\@J9*-BEV<#CQ]+E2&8^3W$+V\D#QQQ'_\@H9;,\M921P_-U1" MGN'.,WJRMELV*3OL]/\ M8LJ=JHRQ7,I69U7N/ D-V;@GD^2K'Y/@^==FO1SU;*>?]F.UBP! [=R7PJ@< M? -=@25'DGEN>//(.A/?_P"GMI_GB+^7S'N^IQ6E;/!.OW]XWA3Z^Q[:F>=\ M8$]Z_F"D]Y9V=E^X(J(HB"]W8"26;DKB5>U.FNTU\#CG<-]P./()XBB) _7@J3\\\^-<_$W[K\.%)_P!0-1Z=G_J7]+[G-/DWYUQ?::O^T/"*O"WD+'ABON$(6((Y"L#V@^26\?KV M_;QKHLGOK:MR'Z;(Q4\G65P_LWZM7(0$H2BNT5V">,,(R57A%=5=D[^UV!AC M)T9];#$FOLC8,0!/'?8RLS@'@ ,?S)%8JO*C[0/U_75+7>@OKTGDE]BCL:G$ MY8B*+#I-V<\^!)8RC,_' !++]W'/ZG5D9;Q^4VSVW$*HK)$S2GLMO;P5;[ M@.=4'K"3V![-FPX2O"G?SR TC\<0Q2,.TQ M"S/HQ]=6[.Z',[QR,%&4=DM+ R8C!0,A[OM=\?46VP*L8SW6R7B*I(&[?-V^ MF'H#ZW;;,+7VNLRJA9Y?V\ZE/\7<#\3>,<1BSD@5 M9U3R>N*<)7?@;41KIMQR%KT\QC1ZCC'.LO7I?Z?]&^E]^KO/*Y6GOSJ0PC^F MSMY4CQ>UVEA:&>/:N.D]QX[$RR/%+G+SODWA+0U5H0EDDR28OJ%B,D 8;$![ MEY"]P(^?T(X_7XXX\>#X YPA[*].?57!?3EVMNJ2(_FRI\*W]/!8 #Y\$_/D M/(X_OR 3S=M[DX],"-CZ(EUF\V MN/4*[-;X*A>,&5U)#312I+ MP3]XYU>+37$'D'WSKHHV*/F-/W-89.L7\/\ _A4=8GM6YO2_@.F>8M%G;-]& MPV'$O?-S]V-,96.*,I[:=I@5N[^%*]&5LR2=-?47ZL M^FTI2J(!-OG";SK121/S9D>#*X.F\PLQ\HD1G2.L_$B!_*G:0TUSI#BST)2# M["'[M3-V85U73>0EG_U#K45H_P )KTTLV+)W5Z\O4)DJ:WT>C#A=J[2P=HXP M2$O5R%MK=WZBZ\0$8NP10(K%I36G8LSM-:R& M]!FC+.SNW,GM*0I]M0(P%&1/:^S-H;(QRXC9FUMN;2Q2!0F,VQ@\7M_'($': M@2EB*E.NH1>50"/[1X'C52Z:4>1?GW^^H,I/*OHK66^/?.G'&FFFNZYIIIII MIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIKBSU8)5/>@_X <'S^HX/SSIIKD@\ MNY_$TUU1KL>/K_.&O'^E\%_Z=7_^FG_VZ\?Z5P'_ *;6_P#I M1_\ VZ::[1Y:D\_4_P#I_J_?7G_2V!XX_+J_'[>VG'_+MUX_TK@. /RVMP/@ M>U'P/\?;IIIK@N,^7_TT_P!*X'_TVM_]*/\ 0==--2B%F.YJ)P^A9[V9]]=O#5AA\HGD<@$\>."?(X /]Q_PUR=-- M6Q_:_P R?3RUS33334M----------------------------------------- 6--------------------------?_V0$! end GRAPHIC 32 g56182.jpg G56182.JPG begin 644 g56182.jpg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end GRAPHIC 33 g233444.jpg G233444.JPG begin 644 g233444.jpg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�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end GRAPHIC 34 g770906.jpg G770906.JPG begin 644 g770906.jpg M_]C_X 02D9)1@ ! 0$!L &P #__@!#1$E32S$Q-#I;,3A:04HQ+C$X6D%* M,3 W,#$N3U544%5473,W,#=?,5]!0U1)5E])3E-?1E!/7S1#7U!(5"Y%4%/_ MVP!# $! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! M 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0'_VP!# 0$! 0$! 0$! 0$! 0$! 0$! M 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! M 0'_P 1" &9 JP# 2( A$! Q$!_\0 'P 00" P$! 8' M" D$"@$"!0,+_\0 BA 8! @(%! 8.#1,,"@X+ 0(#! 4&!P@1 "$)$A,4 M,14605$*&2)487$7&",D,EF!D9.4F*'1UB4S.5-55K'!TM/4U_ F)R@T-38X M0D-$14925UAXE[?5-TAC9')S=)*5EN'Q1V)F=7>#LK.TM1IE=H*$A8:(HJ.E MML+$Q>BTM,W149'59.4 MU DHA$AE9F=S@Y;"XO_: P# 0 "$0,1 #\ W^.#@X.#!@X.#@X,&#@X.#@P M8.#@X.#!@X.#@X,&#@X.#@P8.#@X.#!@X.#@X,&#@X.#@P8.#@X.#!@X.#@X M,&#@X.#@P8.#@X.#!@X.#@X,&#@X.#@P8.#@X.#!@X.#@X,&#@X.#@P8.#@X M.#!@XI#Z=ZXU"K:=-+1+1;:M6#N.DFZ/V7;A9+'"P .(JL:F:%*V621&8?,2 MK1]=BQ\J3SQ,QF\-& :1DE&K(BC@EWG"9LE,J%P3;)6RK5RS)LN\]T3L,%%3 M9&O?4BH/ ;$E&;LJ'>D2%1<]D!.W2*5-7KD* B)!'7 +$'IC7@UG](CJ6I. M=NDEJ&--1VF^AT71/HLPMJPQA'A1ZU:[/?I^Z+WYS)4C(DQ:\B.F)8"1)6X- MB+FH0]BP-FPT7%D=$J6Q[$3,X^D& M5[B^,\=NEGKAS0Z8X7D6K=B_67JE?65>LFH,BMFCM12.,=TU;EC8\J#=/LMQD4=AE>3>HA.H24HK=+':IE" M:1M+]U+KMUKXM#6CM_I5P_,X[R%.XKRE9YB_9HMCR]4[#I\:*R<'FO*%KRU, MU&=CYF[Y(?RT?"V"YRT1&"I/)LEZXRAFSR,.^;.7KJ5K?%&,&BK!9KCJB-E8 MMV*+]&'2!ZR=1FMVR5"S1.(*9BBOYNU2 MX+R9@ZVV_'%?S3C2/PZLW;83OM3IS>3/FBSS.2&,6\NE]"YP,;CH*;1JU:;S[FUH5^ M$1L[UD6->6)*)CDYYU'$,B5M>R MQB4N@S!D,@Q$R;E$@CG.WW?$;^?QG!\OQ;E^T7YS.->K%VO'6CE32?>LYUO+ MV/(+(^ <4XYT_:B<JF),2P4%KM*ID/=LJWWHA9=#5/=\:XZSAGG6)CG-:=XP]@C' M[JW6G"M=M[NB8]GI2*GK[B^;DI%VR>4V(L.);M(43(\HW;W>DMT9)JU8-;V\ M#Z?&&*\3O*->7]=R?;;S/V#(&;+?YBQ-6@\GY/N;U.1MMI4H974Y&P\>[709 ML8F$7D)I6-AHN,9NI63=-U'ZZCOC**A65!IE=QU0)PB\T=*N0MD3;PM6K8P, M6[F$WT!,:ZN!NE M)US9"I&=\\S$MICJE7@-.^K6^2V+,GVO&K>V:>\WX&N,ZRH^/Y&@TF[1&97] M:>5^#-7,G'S(-0L3"]2,3,UA3R _1KZJ6KO20ZO[25>O*ZR].$-*6SH@J+TF M43-)XIQ>FI6238MY2Q.IQ*2R#%=T<'A[17HI4Y2 M;&*E7MRSF=>JXO25F6FU33K>DJ@Z$^ M0*-96;KN6Y90[A2!FU1<$%HM'C/_ $H.HK"%EU 4&3S[0VESQ%TMFFG3[4ZW M*XKISFYV_23FW'&,+A8I5Y3HM)6:XKZ=3<56MK5='J]E7%H&)5@4^HN9R3LX91F:-)U7)SN"]1J7JKF,J&R MAA,/U-4:L:8\X1KD#Y>[JU9>6_(T:$P#)BJ"[)H$IW7OX-FBQ06:H X!-NJ M*(E3. #Q1@WN;D?#:8^1WZG%U(M;:>?G/]5YD?#%"57US:FKIE;I;;7&ZFM+ MS"B]'_*95K6.L2GQO%RD?8XYIITH65L?W[(.0TQ;UBY3"\>5<V=C< M_P"):/5+C7L78\7KEFL%NL<5>AD+#796#F23UA1FZQ8W]85(1DI5HG9F2QQC M]$TR=*CT],]B07;3YTZO D/-MW+HSURA,&+'@:41FX8IB9\],)&BB) M.L[=#MNX6$Y'X_&WOWPIML/?S_'W^=AC6AB.DXUMUK2%FW-+^TZ>LB5:6E-& M;7'6=XFPXFO2NG^LZC)QG4L]9?SCC?!%CE*TEB?!QW(6^CC8[!!V9W&*F8Y- MW1BWCIR]'10RT!5]7G33+U2[4W.MFDLP87O\9:L=Q=?ADD)?_ !='IL''RT5#52M1,9/*N5YR M.C("(CV$RL\0!L[6E6;-DBUDE73< 0<*/4ESKH@"2HF3 "\>C"5^"K3!&*KT M/%P46W+U&\;#1[.*CT"!_2HL6"#=JD'^X1+ZO#EPH,@DS'EY1U^.WNP3OYB# M?W';;8QK/:=^E*U57&5PM)2U_P +72:U!:/=6>H/..-W./2UV(Z-K)^" MD&;RDT/,C^)M<5<#5:3L+^7Q':V&692N7:2N-+DK#6Y&-8*R<'$N;T??2)Z@ M,LY/Z.!MF7..$\@M.D!T/Y!SO.8\IU4J5*6Q;DW'JE%>-(RDNF-IG+98&%LRLBHA8JI,R$,K"H1[ZNQVP&2C4Q,UB.2IUHA[?OYUG+ Q &LVY#I MB-A,#/K38BFHHF/E07?N%#E\#F <9ACJ@Q;R,D(VDU%@^A2*DB'C*L031W%D M74=++DCG+>/278%65>O%52M%$2J*.G)S@8ZZPG(/7I]V_.+^7[\ ,3(F=O*T M?@'GA9<'!P<2PL'!P<'!@P<'!P<&#!P<'!P8,'!P<'!@P<'!P<&#!P<'!P8, M'!P<'!@P<'!P<&#!P<'!P8,'!P<'!@P<'!P<&#!P<'!P8,'!P<'!@P<'!P<& M#!P<'!P8,'!P<'!@P<'!QY\M+14!%24Y.23"&A8:/>RTO+RKQO'Q<5%QS95Y M(24D_=J)-6+!BT16=/'CE5-NV;)*KK*$33,8#!CT.#BO0>ENZ*\N_6Z270<4 M0'JF VK; Y1*8/$I@&] )3!Z2CL8.>X!MP#TM_17 B/22Z#@ -MQ'5M@< # M.X:ML$"&V^V^X7 MH0V >0CX /(1 >7![;=T5_A[9+H.WW$-OEML$;[AS$-O/K?K ',2[;@',0VX M,&+"^#BO0.EOZ*XWT/23:#3> >YU;X''F/@&P7L>8CR /$1Y!OQQ[;AT5N^P M])/H, 0\0'5Q@8-MN6P[WOD/P>/!@Q89P<5Y^VX=%;],HT%_=@>?$7/; M<.BM^F4:"_NN<"_CYPFW>NS1?J,NV/JGIRU<::<\W&)D+#/R=4PSG/&F3++' MU]"N/&;F<>PM,LLS(M(AN[>-&JTBX;)LR.'*")E@45(4;?.5SELAQ/,B?H.$ M\5K6Y=WP[-.3Y0!)-HWD;XLN(-IRP;IFLAO?_'LMB:OG 3;Z,/CW#[VWQ>.W MCXCQ@8V= \O.5%@-UOFE')O_ +FNJ^G8/^CAF/.,>6YS^@0'F(\_7\7CL._@ M'Q T26N+1SIOO]\KVI'5=IQP#9K$WI\W 5[-6;,<8PG)N#3B'# TS$Q=UL<, M]D8LKY!=F9^S06:E=(JMS*@L0Q.- [$=H3Q3B.?RVJ=/"ZE4@7]C/\-6=^KB M_6!S&*-2J'S&0$B3FG.T3&1SFUONZ">N++N#BO/VW#HK?IE&@O[KG OX^<'M MN'16_3*-!?W7.!?Q\XZ/C)XL,X.*\_;<.BM^F4:"_NN<"_CYP>VX=%;],HT% M_=VX=%;],HT%_=VX=%;],HT%_=VX=%;],HT%_=VX=%;],HT%_=VX=%;],HT% M_=VX=%;],HT%_=VX=%;],HT%_=VX=%;],HT%_=VX=%;],HT%_=VX=%;],HT% M_=VX=%;],HT%_=VX=%;],HT%_=VX=%;],HT%_=VX=%;],HT%_=VX=%;],HT% M_=QOK+TKWZ#9 MR*T.ZF:;G_%EEBV\JW:LWJ\:L_AK2\:IOD6<@Q=*M#J@NF@\;*G(!%TQ,8,2 MXX.#@X,&#@X.#@P8.#@X.#!@XAMTBV_M?FNC81*/RG6IW82CL8!^0A>>8#Z! M#Q ?0/$R>(;=(M^9^:Y_\3K4[_F1O/!@Q!_H]=+>GNTZ"]#ULFL#:>GT]/Z. M-,[R4E'^GW%>^*X%B.I.P M'7;:/(SYXKGU(XNT'::L8V+-N;<):3:UC>JBK,VZRV'3;A]-LW[;R(0<18GR35Z#I<7)08/C(6I9% MI--R(T@ZC?ZG6[O5)*5=T?-T':!7*" MA4W"*:I0ZQ $&UGPT]UB]EK4AC2#4M]D39QTF_C,4A*-S,+_ MEAD@GY]K% MF2&.GXBO3==DP*=^D%Q69JBJ6<=W)ITS0"KIU%M7? M-6#,P9126F*9%1JDDB06#%$TLX @]VK+K)-X\(TJ=*A6:26LHBCI^A^CMU:( M3A<Q4R[ M%ZI0Y )0]7#>U3,^D_%[.P6&J4!?&*QF]&KEC3B<+.ZM.NHB/:3$93&SYM'M MBK/*S5BQ3QD[-52K7-K KP M*;J-0$D@WU@^IQQ\J7IWY_P 8G3SRV_UNF(-AY?\ N;]?CZOA'EQ)(Y3$ M.'/TUOX^?AOZ?6?*E:= MP_[!6GD>8?ZW3$'I^*M^C];ZO$BUE2-T%EU1-V;=!9PJ)$SJG[-NB==02))@ M954X$3-U$TRF45. $3(8YBE%@%]3>,T8$+,DSR*_AS/6#0B\?C6SN%SHRE34 MN4?*)LU4&[D8EU%)'; Z,1-9O,E&,?-&@E.Z*B5!(+00 QER(!(4'?F8 \QY M8822(!,S8*#,"3L.0N>F]L8?RI6G;G_&*T\^G_6Z8?Y>G=AV_UNF( \0\?YV_2/QCSV^+V&^I'%+BU-:B64FT'[RK,[HA)/ M:S*,ZWYMR%8?6UG(JV!P4C-$B\9&2+7RT M=BFYEM;AO7F-J4,A%R#5MY!DDH=9@_*[<)%;'*\).L 02(J9510KY,"]:/=@ MFP0255B2LZ@'8E8^T ;1I.^T'H<+2 )((%H)4 >(*5W !D,I'4,(W&/*^5*T M[[_ZA.GG;T_R.F( ^'E_$WS^MX^OGL?*E:=^7\8G3S]33IB#\6O1X^C?B2&W MQ<_'EMOZQV_5X Y_?V\1^OS\?@'8=N7KX(\V_6;]_D/EAZ1T'R'[OV?NQ&_Y M4K3O_>)T\^(<_E=,0>OX*WZ \/4/CR#?@^5)T[;CO@K3SL(^ Z=,/_&/]K?Z MH>("/#G9$R?5\81[1_9$[$Y&03G3QS&LUJ4LLB^-7(1S8I5%%M'I]DFNE$-' M+IND]=,^_&1.W9G6<@"0M\_U0XKLCHE6F&@*6J&AFPB5JJYL*ZL0"2:K!C"^5*T[_WB=/(//?D?*E:=M_]0K3R/C_K=,/_ !?I;WY" ;_AVX\YYK)T]15;K=KF;HYA M(>X3-D@ZN,M7I5@_G7=2BF,U-N8Z,53[VO%MXR0:N4I$I!17ZQTBE*H02B_= M-N%?O]6@KI5'IY*MV1B,E"R!FKAD+MCWEPT(X!L[32<)$55:JBCVA %5'LUR M *2I#"P0?98F #9R8! (F#:05WY$>6%IBY6QF/" #!*F"1>&!!ON"-QAE?E2 MM._+^,3IY'U_R.F( ^+QK@?6YC\/+F?*E:=O#Y!6GGPY?R.F(/'UB/FUL&PA M_P!'AQ)#X/J^G;ZOKW](>GT\ \N8B/+GR#U!S_ZA]?COML1YM^LW[_(?+!I' M0?(?UXC=\J7IWY ."=/(;CX_*Z8?VWVW'^USTCN'Z_'(Z2M.P?\ 8*T\^G_6 MZ8@_6K?_ $[>O;A72V=*-#V*!_-]I:8^Q3D]"O;-:Z41S7: MC-3!DKC26J+JQU=RF@F449IB0[I(K,HJ"X=1^SM!DZY,';5D[NM3#1Y$(2,4_E@2B+&F\<14: MY"8CE&JTH?E2M.W]XG3SS\1^5TP_\'+;S;'?X?@\/1Q\B:C=.2.8G5#:V.%6 MR_(R->QN]&.KRSF8>KF0BK-7ZR]L+9H=8\6Q0O+:=;LW;@D?&#)2[\4DEV\@ MH$E0Y[#\&X?AM_.WR'T?%XB''/RI M6G;^\3IY'?Q_D=,/_?\ XF_ /K[<2/\ 3MMR\=^7CX\_3ZA^'?CPK198>G5Z M8M-@6<-H2"9"_E'#5B]DW"+4%D6XJ),(Y!R^=&*HNEUDVS=50J8G5$H)IG,4 M)"@DL0 "22Q %R3>P 'W>6 *"1 F2 !"WF(B!-S;W["0= MR[M\R1;'2''6U:8-9DR,ZD[)*PL;BB$E[!=)F;K,M%PS*+AW[1@NNQD71")2 MBCT)".DH=NV*"TK#R#*1;E JW9$B70;U +,;U.2!68^U]4%2>@(\L2T&WA-V M51X=V9M"@6N68%0!*T\#ZOY'3$'XMC]?[WK<'&68\=9C:SSW'4_YP-*S)-H>97+'O&:+:1=M M3O4&R2CI(A'G7:)]N91J=5(A#H"8VRZ8&=#^'U>)"" 03! (.IK@P01?8B"# MT@CEA:0"01<$@@@6(W!L"".F(V_*E:=A ?XQ.GD-O1\KIB#;;?U#6^7AML([ MAMS'CGY4K3O_ 'BM/(?_ #=,0?#_ -S?/G\(?'ZY(!S_ %/U_P!?[_KX;JW9 M3J5)G(6NSAITTK.I,73-*)K,U,MD6#ZQ,:J$B_?,&JC5FS:3$FQ3?[J*O6K- M8) 62C0IE>$2 5!8@LP598B6.P%][?=Y8-(N8L!)@ @"0+VF"2![S&Y&&T#2 M5IV_O%:>?$=_Y'3#_,/#;^=L>8>OX@$/'C@=)6G;;_4)T];8\@]>^_Q>GJ&J_$)1OI70WR/7QHV8O;NLG%02S&2?"BH\29A@6/69IVIZ5;-:[RM7GEIK+FWQD-*0$HA M/)0#.Q+U1X[E(8J:KV,.VGVZD>L@L0Q@4!,Q3&(H4PFM1'CWV\9N+[7N(4[< ME/)3#[LR5T-(L1HN(T;C38RZ#_KK%R,>D.DG3L._\8G3SO\ #ITP_L(>C^UO MPWYCSW^#U\AI*TZ_WB=/(AOO_0Z8@^]_$WZ^>_/QW#B0D<^;2D>PE&9SG9R; M%G),SJ)'05.T?MD7C4RJ"I2JH*';K)F415*"J)A%)0 .00#+\/3\/H^'??T? M>#X^)$$&#J!%H+,""#M$V@C;J,1 ! (@@W!&D@S!D$"X(Y\Q\(C?\J5IV]&" M=/(<^7\CIA_;;?GM_$WOS#?Q]?CQQ\J5IW_O$:>=O#^AUP_R#;E_:V'+QY?' MQ)(I1,<"EV$QS%(7GL B80*&XB( =80ZP[@ !L(CL'$?9/4QC&):62073OB M\=5$.]S#]ECNS.&Q6J-LD*;,.&H&;I.'2==EXQTM.=5N0Z$25.5CTY-NJ4H1 M) (!8@D$J"Y$A=.HB^RRLG82"8Q((3LI:ZK99NTA18;L00!S((&//#25IW'Q MP3IX#_YNF(!$/7O_ !-[>H0#E]7;AJLD8:Q9B>5Q_8:+C?%E-E'<[-1;F2I& M*J)1I19DI7'BQFB\K6(B/?KLSJD(HHR46,V55335.F8Z2?5=.%U9X7L#C';: M)DK:X4RDUB7=3%:B6)D3J3$L:'21GA>((*5QU'J$"0FVTBF56(AU49-R IJ" M0D;LQ:G\*Y4=4^N8YNK:RS4'<+*$@W:,W::*00[6U5J5%-Z!N%8J?(G865XV'PV4,/K^BWVWWW\?#;X0'8?1QF M8[Q!B_+EBO\ -7S'>,+F_CEZM',GUZQ;1[Y(M&8PRS@S1I(6F)D'C-D*IA5[ MF@J1N*QE%NH"JAQ-'_SB]9OBW.(_'Z1V^MSV'?8>)7:4'8/29-7#<=YVLDWW MY>YKYAV\>?CZQ]/+T\><_09Q\\2[6\1R_>$QV?3O_ ".F(/K1]&WRNF'PWY^OS;#F&_+T?!P\]PN4)1HMM+SPR7=GLQ% MU]DE$P\A-O74S-*J(13)-G'(JJ)]]\QTME2/82%."2QY9VK%P+UC(OSL99^5JLA!R4>6.,RD6TAV:*4J^BX MUFY?+OTQ)ZJE;C7<,J$:S(9@&58F9*P0/=U&-LTP)TF NHG3]75&H^&PGPS8 M3(W%L?Y4K3MX?(*T\[CO_K=,0#MM_P#)OT>G_H$>.?E2M.W]XG3S\'\CIB#\ M6_C#Q^KQB-]7N"%*M+7)_9Y. @(27KE>>.K)6I.$74G[0YEH^-AH]HZ RLC) M)2T'+0TDT:B=6.EF*S-8#B)#F=[&^3:7ENK(W3'\N:&Y@F!=?B0-\ M!2-P1+%1*@>*\K<"X"M(W #2+6:OY4K3MX?()T\_'\KIA_;ZG\3>_P##EXR+PKF5EFJ!FC1N_/59=F4R0NU&KXK-!^DU3?(+BV*VK3$[.%=3\JTR1"1S1 M]$1ZIIC&\XT7,O,MY!9 Z+=-5P91NU5CS,)%?KE*SD'L6B +(2+=T*+*!)> M#IDN0 9 B9W!@1R,88ID[*3;599$&0#8;>$[1L>6,GY4G3L.VV"M//W.>'_ M/CK7P;@'+F/JVXY#25IWWYX)T\[?XNF(/J^%;'X/U?@XP9W6/IYK,O!UZ=O* MK"PS]>IMG95_R#+.)I&+OPS:=7"2C6J2SF-?/G5=EF*K%TF59H_02:K#UW;8 M5)0'()#'(.P&(8Q# 40$.L0PE-L/T)@W 0 P@/XPJN7"4A4?/2.D4FKH&1@BGT1UD$72YT%498BL:^: MLSIF6XS0U&XO);#4QZZLD3,)54MT=+S53EHF&8U\U8>VWO3^9= 5JS6")BII M S=P!#!+0H!$3-0B) 83+6,01-XP:-O"3(D>')\J5IV]&"=/([\_Z'3$'J#;;^)OG]4> -)>G;EO@C3UOOS_D=/8Q)J7POG5^YC<6V\+2Z:5UC:W!4HJ1:()04GY*\G/N]ND2 MM3]\\LLP10(H9AV8"P==1^ WY>GX?7O]7^'+;EOQ(7 (+09@ZF@P=)B_ M(K'O$0#_%TQ ([#OL/\[?P;!]<0XDAX_4_@/@/ZOIX;S(>3ZM MC)BS>V4E@<&DDIQ2-8URMREDD'P5V,"8ETTD8]/L45D(T#.44GKEH+[LED60 MKN$CI<(D*)9B ($ER )( N3:3 'G&&$D@!9)V $D\]HO8'X3ALOE2M.P" _( M)T\[(+#/:K<\QF"*8Y MA]-F'D("M2+F!E+')6*U3KNK^3VJ#&.C#)Q5?26&>LSQ*M,[37JUR0GX*NR-I,T-1+ "4Q#QS&"?"I6UCHD&9=OPL+!E&,$TT7#J3 M3>,50:G;IG/:*]%R#5 M9\W/%1DTF_AK.R327[ [_NBJ/9.R\(.LP'$P#&LSIU!=M0-R- Z-$@Q!-//2 M2)B=,"= J;Z8@(=9_1))(%PJ0TEZ=C%*8,%:>@ 0 0#Y73#X[ (7AR&DK3L/C@G3SZ/\ 6ZX?W\/@K>VW/?U^K8.'MI]M@;Y5H"YU9V>0K=FC M49:$?G;+LS/(YOQV]?CZ=_ M5_U<2^+?K-^_R'RP:1T'R'XOB.'RI6G;P^03IYW$=]_E=<0!RY!X>;7/Z_QC MX!QQ\J7IV_O$Z>N?I^5TQ!R^/>N?#X?!\>\D-PV$?5^M^#GPSTKG*CQ,_/UD MS>YR$M6FUG4DTXBD3K]KWVIQ41-24,Q> BBW?RSF,FF+F&20,+"5$5T$9--= MN=,4652 6@D$@%R++$G?E;[O+ $D@ 22P6 H,DP #8W/E',^>$B.DK3OZ,%: M>?N=,0?C6QY!X_#];CS@U@83 M&L0EN*\NRL//SEFK,<*6/YX\@,_4TR.):)Q-JHG!QS%](%"P.F,-*)1JS]JDHU;*EC9^+ M?KBX.D#=HNJLMU2-E^H!E)"AB6,0 Q),QIL"3>5CK:.6 J "2I $R2L>R2"3 M;8%6#<@0P-P8\[Y4K3L(_P"H3IY^KITQ!N'CSYUL.0\_^GT :2M.W]XK3QOX MGU<^?+\&^_!Z_2(#ZMAY'/_N;$/P;\_'D?*E: M=N7\8G3R'CR^5TP^.W_^-AX!RY>D?5P^EFL<33Z],6B>77;0L"R/(2CELR>2 M2Z#--1)(ZJ;"/1**K,GT0'?$G .5&\>NI (7 M40;0-1&YA>?,@ ><#>,&B02 2!N0H,0),PIV +'H 38#';Y4K3L(_P"H3IXY M>(#ITQ!Z0\!#S;\.?K ?J<'RI6G8/^P5IY]7]#IB /B_M;\-^0>.WUQX^*VK MC!;1MD1_*6:3@XK%D-(S]SFIRM2T3$,8N,EF,4HNR?NB%3DU'OE6&E(MLW ' M$A!S,9)HD CKLDW%Q;F;'6:&,_)XXG59]A69H:],N31K^.2;RX)*+BV1,]22 M*\*"*?:BNU%5$$U$#=?YL3<5E:"KZ@5#"')E38$0=K?WU> =)6G8?#!6GG MTD?B]?CM_#Z_ 'A\/Q;>D?X>/PCX\./-OUF M_?Y#Y804;Q\P/+E'E]YQ&_Y4K3O_ 'BM/(?#\KKB#X?^YOT?4W]?B'&A=TQE M2KF.NDXU856EP%>J< SD,$N&\+3Z]$4^"07?:5<#NW:S:"K[5E%M573E51=P M=!N4RRQS'4$QAWX_0=M>4:G3)^'K$T,Z>7FT&#QJG$UB:F&C>-D)]O6"24B_ M8ME&K-FVEW39%\ *+O6C99-Z9B9GUEB_GQ],A965ZZ3_ %>3D2UEF3=*=PM# MK-;!&+P4DD\@]+^#(MV)V#WJJ]W56;&79N2"=!TU4262.8I^4J3*6LT^V(U3 M="JO )^J2%;H8!O;"=2 /# $28CV@2LVMJ ) YBXM&/TL>#@X.*^*6#@X.#@ MP8.#@X.#!@XAMTBWYGYKH_Q.M3O^9&\\3)XAMTBWYGYKG_Q.M3O^9&\\&#$> M>COM<96NC6T*3,\1Q$0D5HJTQJR$Y)'C(Z(:-RX?IR0.7#Y])-TD4#JJ)IIJ MK=GVAU$R@ F.4HRV2RW0%W8L4+)#*O2N9ADHT3L-4,Y3=UY!NZGVZJ06#KI+ MP;9RV6ETU (:/2-T MI,I(O&5"EV#QGY0CY"/ZXO8ULR.II&,B MF[.P+U 8 GP@+,CQ 1[+3>!$ 02=5H-R-,78@S> #\[CEO%[P!%\+O6)K"Q M-HQQ]2,UYR=2E0QRKEVCXWD["ZA9F62CW.2Q?P#!VE'U!C9)EXJALJX2;DC@ M:KBD";AZS*H10T$[)TQO1.7BSTJ?#)\!>Y"M7*3@7EMK3%HZALM3>/<377RF;I$9K)!YR%PN[1=IX5N^4W-Z;YF>3KJI=FP:6!HZ MC'#2I/=[^[>(E8MVY4S"='(\,R='B-?/4LQGLIPREE,KZW1K\03.:,Y44JIR MU 97(YHC,1! )EM1TR1 G24$*68J2A)*L@DDA33'C#$E9:"JAAU%CM>>VD=# ML93&<91;31OD5N7K]S>6;W3[F-N+*'KU?E(;':L?'R]/3>-086EZJR0320.4 MD8]7<&139+%?<.TZZ2KHEG=PIT:G)XS>QL910MHV^8Q);HYQ4XJ!KE:=8]CX M=:4IY%IA5]#+HM6,2TDE9* ]15YQ_8K&YK5H?QL;I_U3VUG'15:QU%L74-Y,CJH[8), MQR! R$]).(]DR:R\0ZDVQ"*/'BYC:C^5>)C6WY$K 2C6J.65M[-KG=A3VT6\EIIPD+-P1ZV8!$N96:<1G8W'M6;VN[6*L,9ZO-&#YE#-ZFQD1E M&SJQJLI1200XOQ8DC\B5A=X+5G40KJ 7(RI*AT.H:0^DDJWLEA'U>E BM((0 MP$]DLLE-X+HW@,0&B5DE%:Q-GTY'1R*3UEBY/."L?&1OD@L%)?(URTNXGBO( MI%W.]YBSTA%6'\B/72$<4')S>42'.Z0$4TE>HUK3I-^A]LDO"<"Y"L>1,GIS>FSR?B4,0Y6CK3;T*4^LCW(]R=*Y4I2B7<3Q MTG"G.$[(]O,MZVDNR5[-V14C(='AT@NDBDY7UAX]N5SNVG=;(=2P.A@NWL, MY-:3-FIE:>?RV8&7I< J>N?E+.TFS&31:]%O4#EEH$5:V8/>UZ916G+]WB'S$KT2TCW*1*>X. M->E[Z)>I+3,K&7BJ8NL4I,S,;)%JN$LE(+2<&WM#(B!H5P_%D=/=(#G@['](OHPL;:U1N2,[.+"WF:/)01K55,1:K&R,5>!Q[# M,F.7'\<\I+20@I*1EXNSMC,ZM-FC6M=>1;YOL>.D'3G[/.F2Z-7&=_S-%6O7 M>K7*E8J19ZWCZCR^!=1@2>.U;%'1:F/Y9RYEJ@HFHO"Q+<475IX'59@&:5K5 &LIT@ODT;74U'2&4$R>\[MI59>K4(6:\( MU0+# C2JLB*^D:E8"[2#*A(477%CL)TW/1\+U&(L-ES&O7I.;&,]&D(*JQK-\Y19M[,JT;PTH43N(]TX20 M6$E3\!TGG1XW*L*OJCKKD+W)Q!,?X_B@A<-ZBXJJ/4ZQ+/)126N;5G3)J3?= M_CW3)X%"1=,XYJ9LNT"^ "S:18K:D]*MT:5IG[!8++J4C\B$I5K>2@L8##6J M9A8KBZ=4.]0CT;VSEX5&'CGL_/S%86:5 8U[7*V-;60;.GBG=D&K'%^*P6_( ME: '('>U"6"QI*@90L34\,+I# O&DE:AI)<]IZ9OHL,NXL=,K#D:&R$[D*NWD?D;3^,LI^3W%K?P;-_'55[)NZ: MW-%'=2;Z/BO*SMNV!)!QY141!LFL0$M;>E2Z*:0QK>[=CB\T&3MT\K$*2KE] MAG),L:8E[V6-B[0FH_-E58MR5@MY$A DNJ]5ADG.M%J_P!< MVGG4YK&S?;L%-7&6*NTTTXQ7@\C/<42T'&6C,>.:;$5V7J:)KM3XR2@+*P?- M%'@2TLB-=(T(Y7>B@+(#N+%L!=(]H]K&#<%XR::BTZ7D*@:5JGC;)>ER=Q%J M(>5N+FX>+M$4U?Q%CQ72UFBSR*M5KCA&:HZ;]CCDCRH1S\[-)&+,JV( MLFZ4< LFU;++$KY]LKZ/*5@Y.[1.IVU5^YOHBQL(:[,L/ZF)M"90D;C!3R-F M\G05-:LI"13QN:4K!VJ4"2:9R7DZ1$B#02I"D+3TSG1J+T["Z3KI!4F-GIK' M),?/3LMI]U&QT?D!6]II1$._:R2M-;N$EZM E9KBV<(2J,N],^:E4AVLF:11 MUD\7XF "."59T(8[VHL$DRD'*R"%$\P"8G=L2;+4 R@YD:8/C*M*B%-@8+*S M2 9$P'(OI%I=6T=FJ9L5@O^(]2L6^6^05J'1B+-,6[3E%4J*I M,06Y5F=:0L)+Y ?C/$=%?I5J#\L-VLF_.\7?*FK4.)<1J5$2MPBK01GIH:AJ M57*ZJ@0OH3*D]VJS58D@Z2%56,Z8G+T@CMWQ#*FK2R@7[L-IG4(;613 ,*6N M2(,SWOG2X=$)/WN+<72ZU><:7BF6ZDS5TF\7943D7*$HA"2 X]=1J=333IC)\,L\(1RL#IFU/)2*3_9%34TT3:W].6.,O='5E M_(]%DJ13:WG22:Y'=JXHDI:?Q:YKT&+.EFD4*_374U= N<;,IQ--/3F*SE^ M2#=ZV3>QAV@WZ2_2H:): ]B:K==6KN[M7<),3]42L>'-5,-DB=Q[8'=(C&-) M>1KG'47A$"N#+,95%SGNTU+\AYNEEN'5LIVCHU, MJ_T!LYE7H8!1I&1ZQ8&E^F#WR M)JV(7P)I5R&$:0@1U&I;&83I6>B7D\LI2"%EI;&?4-7GE1R(KA+(,989.W3K M^:&9;KN'=$8N(48LBT0Z)9)5Z5N_"PNFJ2Z",,L0CC,^FYZ.5T:QOU,Z+)56 M$1JQ6TZ&,LL'7DGM@\Y@=MPA1I19!)K%'KP)C)H)N6:AWA"K*-C=V!S77/\ M2;]'MC[(%"0AM6MWQQ5'EI=6R=Q_.:>-59Y"RPUTR9*RC&(:DEZ:[\F$'&$F M:L13=R"3!A/Q,7)-6Y(MD!>/5F^D0T+V3+-V$-7.1VJ#^S6'-;:JUO3=J.A[ M?78-W#^:\+%=^2I,@E"UV/=,T7)[BA% 9H0SF';5]86R4L?6?RQQ1;#@=?2& M:/IG%E* D*,MLRL2D>T:;3!TJ9'+4-;SF=1&S!6\=JFF0T,IA$U!AI7O01(! M*V 5_ILNCVF9"^IK9G2!HH])2=,G+*URAH M1.)2!V_>,&QK(F@$,"SE'"K'36='->WCNJ2>80!S-7+S.KL,.-LT, MPAETI/2JZ*)&/TR4C$MSFIT\9K";7V4KQ\/9!:*4?$SFDQL-"WUR-NHY@L"2 M=UB'-A1B820=VI!Q*ED4NNNF9)UE>$9G-<1XAE,;-G36,E&::DD?L#H+N<#'?2H=%"G4A?WRUT?Y)E@82JV0&T=I\R M>\9SC\+5+V=JD_2+29%BZ;NGT7&RZJBI7;0LB1!R(B4S5#BB_HWM?FEZE8:U M,8:GLK672EF&H:JK/D6JQ+3"&1)]M)T2OT%W24K!/,\7U-PV+0YF\2$ZI,14 MR^4>HR"(R0+%E&S(4K.:MTD'1[6TRC._Y@?NT1E(&QL#T+'FJ>685>,AQ+-VO)KR$4WG8]VD\5%DO'-4X\5S&9R'%,QDLIDUXI ME)Y9LPF6S%+33UK%628R(- M>G;9JS2AE[$E1VD.L7R@Y8Q1K*X,C'(M3F>JJHL6BYT_5>].IT>36@N; AE] MPZN;>FJ3WF6&.-46=5SSE"B&:@U1F$'40$Z")FRW8E=IIG(NB4]: M3;IE>C40H>7\87GI#A"XY,D*@G1GTCIXU$=YI3(D^UDY1F6)FJI&2+Y"<9@R MCF:#608)=T.JFNY!)T<05C?I%-&4U/U=S ZO;F_O4_D@F[!+!.HZ0C*^[C(B M)J38:_2?D?#(WVQ%78.5PF9&2J3"'2>LW"R #VY\<'5 L0L?3F M]'*PK3Z5K.;'MAG"1S9Y#P3_ !;F*N-I5RZ50(@S<3#^ABWBC'3455ZSHH'* M"0=9, /OPF;WTRW15VEI#SH99A\@OJA9(.7C'$EC?*$::L-V$W$FG[6UE3U1 M,\?(4Z%D5[$,:?LW+IPT",.FDZ4$4:WZATQ?16K525GW6J.!E[8B;4T0F99"+;-HOM%7:Z+?9>SE-N-U\S1XE6RG9X9?+#,TJ_$#GJM&O46 MJBFA1.5X?56%6MM7>Y&C#X)S2>.6Q>,Q9[/8W;(BU3 M51=O4YM!S,$;1?>WHOEUE!8.1=H$'W[!TI_0Y*-:*P0D*#8X)-ZP@W+B3P#D ME E/J+*&G9)![%'D,>+NY1%F_&\E4Y6"9&LUM>56QJR*+5F<2-G(I%P48V>LNFUZ M.M]:*-5:MF<9&*L#QW O),,EF,0T?5:"#"XO:N\SLFT1BZRI M/OI)U0\CM13>$*SD$8ENDXJJ3=\LY@GB4BT%D[7-FH.:DE MB(/7]E>(-C=Y:.DU:N=;_2(:%7VBC+6&<*3UPREDC(T!6E<74UQA/,[*1RI; M8_/ILM1K6,G,ETMZWB2U&C(%(RE)QV2%5*)21R:C5%%(];^C?6KA+ &L&JU# M.<=>=.T+E31I=:OU6 JL4SHM1D+--6?RQ$2"D59ZXJ6O MM9)@V"'55]?XCH%,TSDWI\.:C MIKO*14JT]!IEZ@%'148-"DKLAKMI#TE-00%*NRR[*&+?1J3490&8*I"AG.@[ M'D'TK'1(*7R5>O[S3?-6IQ&-T\0R:6!JU85GY',!C&RTF1L.-4JC M$-3SCUQ,5*NMF IV-T>$/7U5W$HY)$(SJI%$78K!'N)Z2C1W'RL8WRMJ%=7V MOLUJY"V612P_J;KDY;XYQ8KD_8K6:ORU#1AX^4J\9*4^6KPUF2CY&?>UZP)) MMW"LG'E9X\9JQTW9:O=>Q;@G/U@OCNATBNMY/'$YC+.53-&.H^K,V5YMKJPY M0A&L:_E)BWQ[63CH\)-2>:1,0H/ .).:L-EJ9(!5 UQ9_:.DXPO:.E3I<'SCIF)*G)>%I <+G\JH @D& M 0K?;!WD"5OG ;^Z#U>(_5^OZ?BY<*JB](SI$T=A>(74AE&1HE/3Y:7[/5'E/S!B%QQQ=H^.B\>YMMU@EF]-R#!2,TX/*XO;N M(QE!*U]&4KKJ*D4'+MZYF2.W?8PS9'4V?2IJ9B]R=7J.; @:8W@DGD# M +:<3F;=-)T9>0:0E'9+RNS1";3=,++37.-,I6:*;*%H.[+7[%2*SF*KXE7491(XQRG)DJMXAM]D2HTN^R-8[CCJEFK4M3FLG*K$AWE:KK6QP0*Q3!RR8 M(S#LL8Y67;34T(ZZ=/\ CG1[IFK-FR;.8-R55K3FBQ7O#KW#>;;G7;E7\B6^ M.O+2O3=JQ!3G<.632K\ JZ=RD*X>2-(*O8(#=(GE,H?0+-TSE^S_ WC%*OE M,UGL_62G7X%3]='$,@!ZRK5\XQX?W&BF*=(J:-2J[KG$"TPU/,K1Z:M"@QT^ ML!0&K(3)=2M,(X "Q(KG2*08B77Q$0";F-?L5S:0[Z 8MI>:DZB[B*HH>:";AV\M.+M%XADZ5D5%NP7(]764-TRO M1F52B2<7B+),01[7:S)VMCCZ*QADRGPQCM%&:]@02D'%(18MCI+.EUCF314< M2!D!4;MUNN/5KT:])AT=R->@G%MU$R4#>H=XP:U6Y1>*=3DW%+3*N*5*A7ZV M4FN.SN34Y"0;RR!W"DA).VJSUY&M5HF3)7Y)PBW;. MM;_*W$UD)P2L;)/TCB)J)3;_ !8EC3!-1A[)1/HV>1@]7I$4YS&HD,Q72048 MAVT020#4*J@>9UUAK"A6Q8A*=-KT>(LGJU4S6O8W<0ZAW$PT=XWRM7B,JLXL MT;!3T\BXD*64L@[A63U2590+(JTE/%;]A'HG2.9P3S+%TYO1QQ:$6XBLWNY1 M-Q/1S27%_B[,,&6+K9S.3SUA2%Y1-I%S!M$ <%@TA*\D#'[%#W9>*RC=)3H* MJ]PIE.;ZS;&_N$A5[.]D(JV82U,L7$R]E#N9:1@:748['X2$(QFXQJ9G/WEI M8W\\A'*OI%M547YHEPS=W'_24]'G2Y"!M<[F1V%@:V#&@W1:'P?J6=U6FQ%5 M3O(6>':,[75Y8F]BB)"$KB_=V+&6E3Q3F4?LT0!HS1:<6XFT:^#5J8+*I^E= MB"7"'2HRUP!+$L5 EM"LK%^JT/'_*)*J67PD=XRGV+24:"K1I.JZ@ECI29^ M0>E,Z,V5R'2?."X0]CL-<1G9Q]8YK'>2(^6Q_4C8LE+:M.12OFVF:85EJY-( MQIX%FY&0.TLBR2;95V8[([=R/27=%()<.T>M6^@*XF[&^6*8@7F&LD=RB(:E MT>T-*Z[CFKVME4CGC.5@92.9LG(&D)***V;1;51M(Q"SG5 Q1JTJBV9-,NI" M]4NUN6KO7;3'MLO):&K+V)+!41D6G35$O[T\;5S.).#DXJ)EH%G5&K0E]3>$ M-6IMNJ+=B#R\26Z5K0LUD)Y)GK9;6R"M.0KU$54L]B_4E 6JLW6;B;FD^QE$ MJ*T-]#3,8^LLPQ:$832+-U7H&-9L(AZ@C%LQ#/\ :*FW!VR29&ID^T29K*#- M5WX?Z\J92KWL#+5AFN&TF-8,R$G-UB9IT/55* M=$142O0QL4M'JP*2P,I9J=6*@CUQHS1.I(R92F>0G32='ZI?EZC\FLAX\M4/ M80L):-DI4JTL@W5G7\*1(E1%D9)K4N[SQY,D@=,SUP>N]F$V@JS+5^^Z4WHW M'E@F PKK%>8\(ROY[3DFKGPUJ4G'4+4Y5A5E(.I,T#U]U'QWDJ,ALDBS7BR) MP3MT_A7S AD&.ZONW?I3NCGOF6E)2(UIS\+4A_E ("D*=!OI)"HBS*DB/"3"SYDK8E$=-MT>4 MS:9>':YI<>0HZGIV9O8#XURPBX=O&JTVK/Q!H=Q245D0C8F);R4>X[4ZM@6? M>3HELY=)ID5^+7IO.CJ57F7$GG K"MA(%BZK*#0,GKREF690;63MA759&FIR MT"2OKR#1@DH_1*G-)G<.8\RQ6;TK>K>+Z470+!6JJ4.ZZJHQSV=KL;.3,9%SS.DU>.L][M+8[=65G))K .ZD$6V;-8:27=/E7D+.DW MZ0_1WD72$&)M/D_+9WN&.LP8GE;-36^/+; /V%2JVG2RU?(^0Y:QY7KR"!?+ MDYZ+F1O.7I'(-YI3FU0MIOD2SF$L-Y)E7S M_%#2*KT,JDL]3K3M"QF<(OW\<[:QP.UY)D"B*#55)%X8->W1ATD^D_%TAJRE M-HVAU=U8J\X:,BP$$]874S% MM9X%P2*32,Q@F924A\F:B&-5,QPOB>8X?DZ%'B^7R MPRX3B&2;,KEJ8E MO159&D,Y]T6%EWCJ(I;4BLC+,3M9P:81N$_$N7ZL>,4"S=0H.;2^F/T'6AC5 MT'N8VL3;K9%SLQ&UA.IWYVF1E%/)H&0OYA6KM&<0YDHF*1E182YF3]J#E1J9 MJ91N J5L5?I7.CT/(9&EHW6M.R&,LA56_8[Q)&(X!U$R2-+G'YY"&I;QU*2% M0.DO+03-G<6KC=RR?S4K'1RD:[,>,.(H)STBFA!*"5*XUI3DS9&J%)J$9&HX M6U!Q-;<,ZB^=/59RR1B%*G9BP.%U2I2:= 2",;MU&2C=.[@<[2198C\L<5E1 M^0J\>&_?," 6=6!'JVE630K-+!"M52K&"1$Y:D0Q%<3)DA&8L0*4.";E&5FT MLWBBF!'B35:&RZ;'0&[H+*RGRX=*SNFK>,&JA1,H'8I9"<0?E!.I#9/,ONWD M<9;\A@O2B*=9 ![\H^3( D!/9 Z6OHT,B8OG$[+>X/(RC*5)3E:'+4'(3F)6 MRRI%#)LJ,K+^;($:][>L!;MK.5+R.LT3;RJ+I9BX;G6@# ])UT@IV$0A[;"*6.905@8M-19-06RZ<>#W8>SBU>-\0;)<2;*]GZ(HB MLN>XB<[4RC5-=/33U4.'U'6H%)J":856IE"15:DE0:A144R,Q[DQTS?(#P8I-:G7T#>"Z6\Z;P1G1ET6+QXR44WDT99LUDD>S9D.D3"5.)<12M4I MIP=ZR(:M.G71ZRI42E59495J9)65*H*U41H;2XU('1U5C+T80^L$%E1CJ4^! MJB %6(8W0KW3D2"1",RD'%B"738]&A LZ= 4#,2"\$6>KU968M<696KD?4JK M(G?L4)5DT6HQ452,I%&/8HPJ?8&%.0.Z,=-NU4,*M<=--T?!K3&5F*S4I)') M(VYI;72F.\HL25QO4:]/RSIPS,O30:6%PM)P9HE)C&NSKK)N"/V0/"&;$<5Q M7/I7-"1*/B))_K1F2V7'\#DAI>[ EIOU(/&%J4NC5O"LYUV\A::YE+%-EXD)1619M[,])#H1JQG$9#ZNBSS*P5BIT:M-\F8GU)@2W M7%%NLY8QS1C7J2T/2J]$/8Y[9(VML96U>($0@9D7I..CO:8LU 1%" MS/*VZY6#&.HHTPVC,/9T26?S=[P9"U6F4=HC:8"96K3-_?E&UECWIWK2!@SN MX])5V+YZ=16@GHZ-=N'X'.NA29?X\O=:H.*,BVR[:A7#3#;MVK:)AT7,\LS6:$9J[/PFA^4>&\5SV;S.2X7F MN&4FJ9;A^;]?;,<3;U2O6-+(U*7#FI]X]:G2R,532!J9M*C'U=*]6E!Z2) 6 MJS$@,-)"DE:ATK&I?&I"5(&H*!J$L,;5:?25]$6\FRMD;/CU3"<# .EW:;C" M&4BNF>6KS;TDD3MH]U6"R:ZV-CG+%<7]@))E>N%:.T7@7+%46ZAYF;?I*.B M3:R:HM&S "NE/I3]$L--RM/G]6:>1?,>)FIB29RV*M2U?R">AR#NC.D:+8H M^3Q^XK$O7)&)A[>T(G MF2+/+S5<5POJ8E"V@TME"66=5ILXDJR_18BUIDG$TAJT=@W9LK#&IK,T!13* MW)K XMQ,LO\ :6J6:"2:E0:!$#6?5+01!*:B&40&I=W5J3?+456JHS4Z/"1I M([R-)9P)-BS1IJ!206+0TJ+.HCIM^CRD!M,FYS4HSJ$*_J4=!6$N.\J+.["K M98B1?.55( U+3DXMK%OHQS&F>J)+,53@DHLX;')L"OD ,5R" M9:X+9THG1U/,C7N9?ZX+?&0BUXL>1&$#7M/6HB(GXSR\WEJG7:O'336GRC;R M/[8UH5:U21A;[J@:^08S'%J@YQ^GAO5 M>%BQV[D59AM7HYLYB*O"'=*FLSN,G;'=7$9"3+N5BE81A5XUFHR(R:<7XJXD M\#K)<6:L\@%9(,94P5,C[)@0QU('?JU#4J^L2#(9PAA88@L5,$PNEC&QP5@=J,:>9JW4G8N49 MNGD 915]"N3*1D@1)^VFLBI3U?63E$*\>&AV=ODTH>[OV#E<&T%,+=216*HP6.%)/25])%HVS=2M/ MS7 XVR%8XHN!V5&PA:JC4Z_'VEU$VBI)25O;OYUK+V-:LUH7 MUN12L[I4C'G+FA1!\3)6+ZJG=JG>:E"7+422#6"*6J+):5A M5#*[ "2CMI20""TD'0 QO,QITGW14+41[/7&T4 +\X;-D,H-V> LBKMY.?F; M?8)J*2H2K)U.Q/E5=X@WD(R/=@UD'RZ#5>,*=7TKIB.BYQW0HT:U?H M&@S5DJ4?=G-"J6*[1*\G$40<-TG)6S9L^6:(MW M;/MH(UCI-^C>F)=A6LH9Q,E*I^:>1HAI6<>:HE"0M0;Y>LA+]-KT>HP\JO44I.:D+_)0DGAG449K4*TI5F<;&SL%3GN/4'EWF6Z+9\[93TK)U!)@@LF4 MT5-,TWK9VI672;='C6F+"?MN=&T=:9I]*5>@-X/#NJ1W ,7"EOIUV:R:6QAFB8BF]<.I+Q;B9(U<&K(")+-6=B)"P$5/L\3(R^-&DZU:F#.Q31DT&\&BJM(&(QP=J[/FGJW_)-Q'=[YC<*K9 KTY410& TVX-KDS 'K]LCXF78*UZ=B9*) M73&/;M#+ME#,RBB)3&W/-9.CDQPMJ.?R>>_*60]04IFAB94595Z;7=X.S MX.6;(E864O/NUQ"VT%?$+>LC69*#BR'-Z,+15-6)S8OE:)%A)3 M-J5N,ZHE)T^4\N3ZIV3I^\>+3UAEG#89!=B1=T#-5NGUEW9&J;9);JE^=>Z. M7$%.9+-*9'91JYG2*+9\YCG.-NU>H-W,N^;@Y%6?,JH+-_/2ZT: +@WBV;PT M5'-6[%)),-:745[+>J&5-*N>[;@#&LIB3*N,-2&GN,QG#VZWQ["T9+Q-,35E ML5U>Q)Z\VGHYK*Q9,<(P-O9.3OH9:L9%:=@5VX:N 5?FW^R\-'$1"Z4Y^*:Y M'L\FUKT?8M3-*K5340>.IF5PUD&/=U:'E9@[&-!I5\T-J8X=NWC@5)2N2Q)9 MDS[6-4:+S-)9$AB"/T8WB" /# (D ;0=P5*L'QBT&Y)L-,$$M>3(,&9WM? M%W-@Z,#%-GKF5JK,/\S/(?,2SMQ;F;@<2JMA7<5B$K2*T>U-+BB@NR) 1\TW M7=$>*#84PDU1$Y")\>W*]'A69"7I$N2TYC(XHQ)P\>1R,NH!!343-U@&G7(OLQ#0733247%XBRW-6:%D'8K1R#:O M/(">ABE8N(A> MD9(KMT9">CWH/D6\I%I(1()'8S"C>2*=HGU2]E=Z9)34EI M:KM6KKB3Q'J;P.P=6U"3D46T[IESBM9;LA7XBYA&PLA'V]"QHI5V!LK:#E&I M:RGW.<3=N$P5TLKV%A/ G8%GV/NXM+#87 M4S7FZQ9&J L/-(2DFR MJNY8[,OLZ2?903.V6^;RSG1!6NXPIVF3&U3DZ8M(INXHP$-'.)]A2V;9TZ8."NVRZ*[I; ]Y&E5,D& 8&B()(\AX9WB\ M2UUB/;7<0) /ATVB;7/.V]R,;),?H1H",9W-9+*0+*0;AA,)-'F.4XM:><5D M8(TDR;GF$5O)$>9PY6BZ^_%VT,V.5B\.9/M0-$%CT7W1_P"J*V7"TS>-L@7N MWXIRM+XXS(ZR*RC&4LJC5=I&Q$G5PC5XU-]#H'3#R8=%T MV7.%'./O9F->L-MB6=JTVEJD?+)R,3.L6<\6TLXR>98RFS1=@JDF6*@W;SPCQO+MG!7#0_GXI]D Y3Z-#1+B*V9XTZV',NHC5;FK)V M4\B.YJ;;UIN^>,7M0;9,L""K4)=PT&#KK.+I-:@W##M59^MS,E8I@K9J!Y,[ MI%80'$^&05D[1'P!G:(V )P@]70QU*2(@ DB"8@WWDV ]_+&R'@;HH--^ :Z M]KU4IU_!&0D'4LZ=M38O8R3B2-(RQHYV^E%)-Z[E3Q->D4*LR2D 4(5A'-G> M_?Q57/F4'HK-.&++=D>V4&HY%@%3\JD.Q=&<'=(TR*DMN3%[CVC%H\[SY00]54L!K2 )!U;&+#< M0)!%Q8F\20-EW&_1D:;,45[S?I5'RS&$7?2LQ+R"UJQ[)2<_.S;XK^1E)A_) M.W3M?MS)IQZ<>59@[^2?IQLDE:++)QYKTUAYU)[# M(0,FHR!P$BRBU(XZ6?9A4G ^=+C5#C&TY/KU8P?2EHD*P&.:19KKF->6A&ML M=)1JS4C9&'-,2TFQ:>3Y)RDSID#Y=- DE$EX]9]S38R>\$V,0)%IG]T1(F(O MB'>U;PRDQ,$D@VYEK2(D;386(@;241T?&-L956,13E\E1=-QY')J%.HRQFH] MBJ=4JHO&IJ)R24ZHZ+.DCVQ7LU.(MSJR HJ DRZX(E+%"_\ 0/:1,SV*4R.N MOG)BUM9(FV0J<"_Q4G%Q\V^7\HR%K;1LP^?,3+V.OJ-6+A(6K(6RCB4E$B(+ M/2M&M7^>?99VEG)%&RWB$U"NN-XK+VCX$*3>:V[6M%F@,PYGP7;^_0KY6!") M<5]'%N2'U?IZLLS;NY22046M5OKE-%Z'>G,DMWV57DY P2A&9W8 M3Z114NT&(!DD&38>$STG5RF8FKU&'MJ-,'>P $Q V/A, GF(.-ILG1]4N9D8 MV8G%;+8VB!#2K!8L!B95=O-&67L4AW5BDB^9-R@@4[A5FR[N@[1; MKI@@S^7>CYTY946ZA-.&5LT4-5Z1([]E5&LO6, MCM)I= SIBICMHV9$5&157>RR[BF#X=08$7B-HN")WB#<]2")&$*M0D2ZP>I- MCM)$1S,V&V^PQN5UOHY--M=2@(Q;$MLF*Q2F5:+C^OR+VCD\Q+'5639K&VZ" MG$;$26/8$0+(.&@R*CIO'+RSI=BW351:*H^==>C*TAW[*&,LKV/"%Y<73&4( M>*8NT+?6T4;,DBJ=Q".K8D-B4(_4JDXX9!?W6' ME5J^$R -XZJSSBOB\!+J.RV[7+V4!%02VI[.E+/'VK&V%=*6E&J83JTP\>C7 M,]ZH\M6RIV#.8GF(N 2CXNW8II,O-LRUM0[8SAE2IJ34!)E,-DVTEI"!(*F" M+:&(!W!)423L8)'*8Q$O4D0X.DQ,D3 $D '8 &]_*3$;"-_Z,K2UDPQ9"XXJ MR%.7!FQ@&L#>9*SU!>SU]Q657KJ'>L7[:P,%7(M7\@\D"QSU56+!RNJ/=!(= M1,WGAT;>,BY,FLJMG.9TK79,:/9=FF#).2L M#QV(J+F2DXRH>XX80 M+^I,+(YL;NMV-FUL"8R#IT9\Z8M)I S8T6@A&&;,A!LH@I1[(^S$<:UB5S&] M<8F@[G"(3%#6P9#P#AS%/9JF6!7)#2,&9#>K2FZ_(]_:(K+0,Q*O)=T1)%\F+C)E8SI*YIQ;EJ4Y4W;7@> MBA63K8^$:;3%A%N8DVVPEJ52T!EYB=K^ " 8D,>EX$\C%J^4>@STR9*O#+)C MIGE%MZQ&&M-]Z4EJ_(QC^7D:NCI9@M0DA+)6^*?N'#)]5LE/\?04>: *UE8R MQ4^2D)-XT3=,V90TE)414.D0L\MK$6,"8GK 'E)7JF)=;Q,$&0)!-S ) ( M M:2?+80PCT+6F7">#J]@AE5+;.5J'33?RP/(#$;9&P7%H@JS96UXW\N.EVLBR M8IQD:B0CA=4K*, IW1W;MPZ&,<-[&_TB,+?5[-)O,TV&+0F6DSD2IRK?#+IC MD8T6M*N(M@[GCO4[)&M$U'K%*044>R3^1;,5C$>LW;PJ[:O.Q^R#Z+'\SD& LZKLS%>3MT?J*M-*BK;#J+* M/(@K5&9=NVKAPY.6 >:O9=FIFN8$QG0L90]+>:@&D[!/-X**3DF4FUDGF2+&;*:5T>N"EFJFR5B(V*>A(M'#U:82"2"]S)AE\1M?XW M\[6%\+O*D>TD"VF#(G<1!^,#F+@B<;F=3Z-_2O25*9>+0%U@'R$"=E%62*:0]PX_FC!JL3NLK464&]+)*7'%=@8:7"UL9 M$%)*KLLE3KJ*0(O2/T3]J M58>J9FF53+5Z/:N+9!)>UK+EX5&4+.Q,4Q(&-2"AYQS]1L,HJ\6\Y3$=)]XI MD6@R(F1N=!!9Z*AEE%4A2H93]E=840UG88H.0*A/TG&$'4<\QF6;?'S$')8\ MG9*V-*[;M/\ /QA&#B1D5FD;"U=: G796AI!&>O"QHE!_&)*)*N*I[,>T(/Y M5=E7L+Y7.S>8XJ$U#+6,T'!2:&4+#>%JC.8[GF!3/(UO&U&)6C;Z_N,=//6D MA6/*S9BQ&=9-XUU'N:; 6< 3%M@P$B(ZVB_7SP^\K"!J&_40"") +-;:YM - M[;VC,>BC:.C,R15#P_;96Z5 M2O98>8F?SKHB5$R%9*3<&L'1*_*/XEDM,0:&4*T66N,9+M6T@UA&Z<3$3":+ MZ17,QK!RQ[+UOUVRSD*HXYJ#JGXBLV0<8ML5Y2ESJPEBHN.29:IEPNPY$Q]" MJR[&7E8^C(VB@+/:S.E>S+$J,@+E4C@[03N$$%>\D@B) @'<&8$3MSYJ-\ J M5)\3H)BY@[P#[)/*29VN-P =MN>T48XKTTR/>Y'(D[5+9/5*F,(9Q$4$\RYM M+]DRC:BZ5FVMB=(H+1\U#IRK9^I'B@P(!VZIDT5%%#LCJ TMUO$,? WHCB7E M+3(7F68/Y%\PIC-(BTM"/7;DSL]?FI687FUHTT>T65E3'*>/:LA2[ A4@/0C M8_9.&,M0T!J)C+)8"8TL%%UW:-+;IR\@*V(C&[8,H6IFK1^1W;1RJ\0=1)IO M$U9<7*X_P A--3[N1O% M7?3D-*,V:3'"L?$QTK4WS,Q7]FK;X:HZ:'F73&*43=D36.R1;O6B)=,](M)5 M[ =NV4$1V,[4 &!8#L_G=4D"/9'6PW&K&$[05'/!LT'98+961$S_ "[+:8Z> M(WVN.@P_7$J=-&FJF9N;7*8M\18)IA'.U:\]81(5(J+E"7KK0&VSBPO$%D1; ME"0(_:"V>Q\LT?E1<$2.WW/%;B)=FZ5ZZ]&KG+4(_L35A9,$H:)V^6XRH2#$ M@N76>F>6H[%5+=Q$B1T@^-!K+W:&0R%$QK9Z^/#E8RS;NYXXPK>+OX*ZA_2- MQ(,;#LCQ)C:9'Y7X"H $&;L#'0&XQI_ RPXSP_3N:F9 ),!1ZAFR23RL"/>< M738RS%OQMB/)4':)J*E(A6Q)6FA)3+2.EK>A(@BF\1"LHL7U5A8*UKY="Q33IRNP\UHZ#=Q M[5=Z\530?N]>R[=']5R#.Q;S&UK98^KA:G+M%$6X3.0LE5^XX*7O[=K6X)!- MI"55^WO$[5*L:0L4TI&&;-IIXLJBBLU6+]!>Z0F2'D:;Z5-B0)VY WB#%HN< M=*+U8,.L3/M;QR,L#)^_E<6M]DNB^P18896MV*O9'DZXM:XW(!6J#R@Q;\;J MVL+FV+6 LBA8CJQZ@3Q89[&,8D6D;'A%N$E&+LLJ[ZN38NC6QI:YO'%QL'R3 M'EYQW.R=@C+(0,-CRV044#3+!LQ(JH_-(+$68,7::R3AF@7 MBD.E>S)M']EHV>'LYA:VT:[4F!O4A@Z)FEQDF.6Y%D\5)CZ)E"Q#%0*HXD(X M[1>S"XEC]@Z1>-8H%"'1<$4=7]EL:;[AA3+>2)>F_(X=U/4=0L2TU!JBM;9V M9Q?>Z19YLN7UJ0Q@^6=2;Q#O;EPJMNH"6:]$K@Y24:25IB;;8'1S)6E7#YC+ [4EQE7"1G38R2:HZRV._946':'I(Q7I]#&N3 M*C8<"'Z/VN]_8J,8ZQW:HT"0J4SJL:/.]%519K$?59W6ZW$-$FWG/5;(:2=/ M8Q1L]CC>M;/9;62,W466GL68OF\*VO&^HJ'N"<''0$9>R7?3>:/G#Q]%G7ZR MJQEK;,.D55[LK&PT2RCZ[##8828ZC>3;),45FXP!'+D0)FVT1L8V:Z9T26FR@V:\7VKT.WP%^RG!U6*R5.Q\?BU>/M MJU58R\C9)-(KY-($B M<:[54]DL4C#JFLG($%=[[?FV>2)7- M9A65PJL-!VIFDBZ;UR"DF3N$(LJ6/:K>CE#V7S26&8:N[Q527AL49#D8*1ED M+,FVD;%C:#KM'LL4I")L$'XPA']WS$FP' MGK(V @7/E:#$3 \I%ZH!\=/XQSTDP 28),S:8,QSV(IWHP\,V\D5./8BPS5G MK-V"YT2RK1F,E6$%(@LS;R;UU&1MI09V6=D&<2QBWDA*+.&[7N**J#(CQ!-5 M'FG=%CA6H7/)UK)#W&23RBK4Y"?BGE>PZJD\F:^LZ5E7,LH[F7Q96-LA%RH/ MX/LFC!,@*J$(*JR@J:P>-?9+M_B0U<5'%K_&;>MXL;8UA,9VB3.LZ(ZBW.J& MTL,H9GHM0>-W(3\% 82N,;-V"'<19'2SRLGMSM?N\AW!M8 S]EA:6)&3UVQU ML?P[*B8==6Z'TP6;%\?-&R1J$A9A_'UBB6>IP-W>5EFVF(B4D70O9+% >YTUV:?\9P-]=R.>M1V",784RI33E?=3<77Z_U7$BSN%DV$SU"5ED@$1!G=E.PV-IN.77&RWCSHQ\0T2G/:8:-N0\Z*_"JZQ#M:=+ M/3C/O+0Y\MP]!(O-V>;;W)O-OYV9@[:RE^XR![6DF6#8+H1!(^,[DLR537(" M%)N5/9:>)J-<6MWQ? UK/6"8V^YFB+G56#27H64H:EL[K2*)@VSL'\]$J,"- M;(Q4O-]?P:T+)3;Z-:QT>Z>5HY^IQ";4][+"CLVYDA4]+D1F_'M(;XLN,$QA MWJ5:K3E>Y62XX4E7MIL3YE9)1)52BXSI69SP;UG&/'[*7M,.TA4U55I!Z0%% M#>'DSOI!/.YCG%IOAK4JRNJHJR 0;VL =KCK8;;$D1C8^T[]'?I:NC%+4!C5 MM9YU*VR%H:URXQU>H*2ZEXJRU62FS4U:H.0K.:<23P+4[,XS;P8?ABF\GO\ /"69LBRCRK1$\P@#(%E(K&%KK$K,ING[-G%$>NV96\C+ MQ#QNM-.(]EY]&\_R+7ZZ^IF6HV@3-$G;4_R)W"JNO-N:S:D509UK!" M[$#V8Y:I]TW,S<8M+F>C=QK)060X!BA?*\QNT&]K;(\-#8B9+1,.^0<("R>J MH2R1)E..3=KDA4C$:(, [NY*B+A'GA#T9N(IIC2"72$N4W)4"X1-MKKI@RQ: MU2CGE9?OC5IQ'G MNJ;ET^K))F =-B;F+29@;8V+8;HV,95EU>Y^O,+JA<+A+#-&FW<;BL4%%6D9 M7XF*8SJ+:7!R]AV;.MQ9#Q[5=!IWI!*421+(AR8FX:/]'&D)CC^MH%LV++1J M&RW7,>%=MX^KS$[EJ5L20U=C5F<6TM#M!!.'=6)Q*K.UBC"L$Y=]*V)JJS;) M&;T:9@]DYX?U39#Q_7\0N/LL.\C,H271CV<)8F>''=DRO1+59)R+5NWI+^C7K]MN]9NE#@Y["N MH[)U@;PDC#U['&66>*AJMRH$#'/!!=NVAYY^G-3#0C)R;RXQB'L?)OA75;(1 M[E+C2\0LR1! (/SM^WW&:O4.EC44R2(!\0-@+&Q$W( ,VCJ-IQUT6F#5\I6[ M*RC;+Z]QM]+:8]DR2"F()6 "GQ4LWDF+ (EV[,FK)(NFQ4U947*9GC=5P5=D M)C$.DEF70\Z6(V*AJHUQW:S4JNRSNU0$(];8ZD)"*N1I/RW&383[JTJ2J@ MQCJQ6=.D=9K5*43(R"3@*%,7AP0 0-S:#YB= M4G>Q@D"QPS4K"#J4R=,@V,02-^0(O<3 WL+RJ3T7NG;'\2A#UNH9'23B*=&T M:MRKY7%#ZQQ4)$DB_)Q).?4>IO;4NT5B4ETE)<"@959*Q(FXCX>8L,=9)UL[1/,*).PQ[H6(C%)5% M$ASRBYP35(T0:7T8VV1E50F(Y;'.3CAG)TR+B6,A!R>TJ$--KS"S%U.+1];G MB1]EIK\DF9RY](T6DNVB<4N9TC+/=7QH^L+2Y($ MK<%C"SS;,B>6I?KUL)MRVBJ^$\]D8JNQLTB$M")1)I!L6:8.@KCQSTR*$KHF MU*.I"%0?3^M35#J.R\FZ":)$VZ0;5&;3(C1IR=(J1)=01!]H;>$&3)MR MVZ$"V-H#VK#!K[)#_+\_7[](9.2@QIU;O3=;'R4DWICNM,X20C+-$.9Y>&L4 M@"P2A89^H ##Q*\R2\!ERCG>CYUDJW M"UQSDO)J&DV],4.K6\A8PAQOSVI7>Y6$!:0]=QRX&H1E2:71,9-Q(VFPL6[A M%-!=LY.U5\]EP:/Y>KV1+3[B.^7:^5?$,1EB;C+@[@*K$]04V#NVTNKO8]U. MN;#<:W&ORJ(E[NTCEGR:R:XE;,7ZB,NYIRL:Y$!;&VT"P(@<@>1,@7A:Z]A* M08YK!L&YF/M;1?SQ:Q;NC)Q[;'<#8'WGL^ME)M+NSTF0DXS&@1S47[26A9&, MLC9K83+ST=,5V;=Q,JW,()*E:19FI6J*#A!QI4=);A+'VE;I M4N'<-5U[3* M+$3V')=G R;Y*3>)2EATP8*E)U^N\:.GB"SB9EUWDN\.5P8#OGKE0"I%.5,E MML;[*:JE3F7^/_:T+B];3N0%49F)8NZ]"8T0H MT[&(3QI.%9+,['7IU"M(.%GK)JIKS6;59>ND!S;J0U0Y@B30MRNN95(4U;(U M;Q?FI"4;&^.:9 551)HV:'=+5^+A&\8K)2"7E:1.W%W*&%ZJL!94T5?9#QI' MM1%[P.<@[\K_ "@[.RC61&HP![A),2-["3(O'/'ZS?!P<'%7%/!P<'!P8,'! MP<'!@P<0VZ1;\S\US_XG6IW_ #(WGB9/$-ND6_,_-<_^)UJ=_P R-YX,&(T= M&S>JZUZ//02S5;2*BK?1QID;K A'MU.NHCAZH$6!/YY Y]]C=4W4*8W,>'2H MT7U9,O;FT%0:Q JH,FS TL5&B24L^5=I-G,HVK"LD%D:-F_= M7R$4 MO(UJT0-J81TXV0.R6?PK^/E4B* )#"D99(ZP6T]ZBGLA'J2FI;+;Z.;V3($L M_;1]4BZM)O(:X6 +!!U].3A\C.$TDZ7V+*&AWOF M2P1C'7)HX9:<1:5A,&\[L[T MA4Z]JATNN[394X$\N=E TR[1LW8[4\+&.I,SIZH6N&3;P9W",O,OI@X-PD M<#O%E'4EY-"-!-ZWDG";A #W%/5<%C$@*=+0; '9P5O?Q;DVZX@9TKX1J@R" MRDC:)\)GG<6F3.(>9L]C.Z%H66S-DG TA'6V>OV&\N4:(QUD>38RI86WY"^1 MG"U^XT^;6!C'QTW2JU%Y1.D8R2<*%AG5;*51T$I&2#V1ES5\D:9%>< M&WBL1MH<\YG^9!PO'/L;'H:EIJ$E&] M7E$&%=P=+X6BX1>[%D&0+2\A;G8Y1D5WL>=S*Y*CF=R?1L5+/#FCF24;7798 MPSR!8+$2]CZ!;H]\!::=1+'3GBNIY/S-)VC(N6< -K<2 E)S'=JM-(CJ'#4R MG6*:[&14A:XQ8$LE<-.3*JT=>#*61!PDH#=LB^TW[)+Z,"MI8]=S.1D4X[*& M,'V2:B_CW<9*-E5*[D:XX^N%/F5VSD&M=LT;YII6"O,YMRR/<(R=C1CB-BE7 M7*QN?_95W1@XE;V@E)FK!F)5G4Z1*51W2XU)9"8L.0L=7B[Q45*0\HXB)6.C MJQ)URM4Z^/$>]NZ[8[M&LW3%)%JX=<$$_6_[CQ>#]O<1RV-C!,8)<&=(L1<, M.46)">[F+>6&[U8>QL- ][T80^FO3%98?'%UQ]F1KEG&>1<@3"UFGV*4X]@6 MV3*?8+8R;-Y^=@K1!0YSPC22.[CZU8 ;2+!FF8SP[A'WOV-?HERKD;,[19Q7 M\4XEIUC+(4I(QCL21L1)NLP2<7D2&%HJV4<3=0< M+*D:1,D$>LOV'LFG25E'$%5\D3<1BC,5BI>D&_KQEBFVS")(\RED^MU[,U C MY9PH=%)Y0VL7=2O92073C/-5>'E)9=BO(N&+1.XD]DVZ9Y^P7J5L3R0<(7:* MTT/,:5>=2@Z96J$-QQ]-1&6)67LKY\O%JPE?S/!N890RDVN[E4Y"-09F;)I@ MJJB&&Q($F3H;>02)+DF;"WN$03A@L9A1) &H;2(CP!9LTR+"9N1A,YU]C7H'4#G,,U(MHB&G)9",L\;B):I,9Q*09,WR*%PC4ES#)PAD8Y&L_9QM)S);=BV8O%X<66?;T)>EVN#Q-,W!U4E@!E;(+O3VZUB0HS1-*=> M.U%I>N/V#>32D03*TFDWIK='&ES4+F:Z73+<@G@#4S%Z@-:E11E:T]BI&2L. MHG4Y16M:K\:W?OTFP/,=U9M:)&YI)D+/O8QE,.HV$?KPJ+!V,""LM-[ TV(D MP-]9MSN1(O<&,24N5:PV%PZR=P 84&;C<6@6&'2T_>QC.CNLSEM=]5L9922U M0R9G*%I^+JYD^+AZ//X,7R%85\%^=I:A'-Y<)V/J;\TQ**,IJ-DWTB_;M9P3 M-HQ)FIGY.]C&=%_*ZEL&O82LY1G<,3-2R1&YO>K9K1:LZ^^J5+HD+AL&/=&$ M5,,W=A?-K(I*.F!9$SMXU64<&8)*)!PZV"O946BNR2SJH:BZL;!]R925J: V M:3QK''336+H6/[?2WL.9Y$Q MAR0^MD]"0I;"\A6,4M62C+R2;F3[LS\J=]E M*:"K5D7"TU0K7+0V%(&Q:H)C/'E]K&QN3W51P[B6+6QX$!C]:1[1TPROD&]M MRTYHYF&UDE'F-+ @6$2;B@X68#"P:]IE&YF]]>GKQ:B3L'<5:?[&AT]7VJ8HKF96-'K$=@G7A MF:18LXR\OVTEDW0-8KY=[)4'A,CR-6Q3!U*<\Y)&*K=GM<31&EC>OD"0M.L M5[AH".EO)LE)+IPH3T+ MJ7#VN_*8PP;',8M*#MEJM#"";I6*;4DTG+R1;MXV,7D$),4X./7"'60 @DJ= M1$$3X&M-N;R?:,P8@7.$-4&%7;[8F)71TQ/G$WC-M'L:W0M%X.MJM#JL* M3.59R/D:T849(Y"=+-D*Z&0[G,80K$E+!)8QFIW&EA;MX(SB42B9RS^2X%R*H1[VKR"Y1L2D*H013A%AGV M0+YP2D%,9R#[MRI-HD.8&JPWE#:778QT<;9=F@T29O+OL=FL9.S5:G08ZQ! M$Q,5D6F9+55C+O#P56RS0F*%BI%LK49"0+@;-57RT3'5&>KM<:C7(AG)OWB\ MP^*(JOJG1-#N%3$2\3/O3OZ=,KY[A\UZ4;>8$*=1-)N M*KU99*=A8*-KL%G#47B;-=H3[Z962CY-2OUFGVW$V1XQR1%*!L;B:/VS^(;M MG#I+-6TG$U MZ0+7"G2?&2>)*J'NWQW[&EZ/^JXATTZ?[E?V^1<9XTR!G;*F?!>O9. L^?+G MDO&/R-L>+*2D9+'/46^)&RA7T&,"#%)=^P0DP:H/9.3*JQV%?9>&C6++I_Q- MF2F9+LEWDJ)3(O-N=&@4UC087);E*+;V&7*PB#G5?U11%PXL#F3A6J#EAV2\ M+YN%>H!BS0%>JMCS>\DPGH2,?68 MK2R60V-&E9LSB>QY,))((,QS>BWHL=K)QY'NE@P;JOJ&#("(H'EMR\LF%9 MO#0OWJMII&2)MW,6-Q)6>Q*M+ _&0 ZI'"DU'JKN(Z4[!!B[O[&&Z-Z.TXY) MQ7AF8:PN4+KIPJ>*/DL6B==RTJ_R;3LV]&JM6 M0>:DBYB8=-H8#N7$F?\ V4KT0+ES7F\3E.TR"3N5[:-',SC^!@X*<=S$<+1*2)#2K]I'*1[F_9;O1W/GF,D,64 MC*M^//14I;9)F\GKAR]/WL:7H@ M<%9&C\DN(=SDMTU96F.6J&1[4:T486=GHTO2#ID@G[<2.'4:C//YIE*2)WC] M"T,8"T1JD1*Q).U\ZI>QM^C"JFF]+##LT3>+QYB7VB&RM:#QA;%'-.EQ,0$%VZ]D^=&Q!VQDE3J> M+K2OBA_C[([M&1D)*TT;(S;)C*;O[W'3""5L4!"XZN5!BJS96!G$E-*,KS V MMNP"%0>B1F0]EL]&R>3,NSJ+1Y%L6[TM: MC,M1,(O*U&5DGBQH]:4KS&PM(X)-1RT(,6:?/0\VB_MGG\)ON3A@N#L!Y:U M,P8]G2;@3'0 \L,['>QPM%TUK.&%RY38>YZ*8K3M6!I4G4KNO1)E?.M-KN&\ M6R2V3"0#QI8'%AN-QS^C_ ,8O=-;O M2M#6N->DU"8)8:B)0V4C.HJ9T^T"UO\ *5C?6>+F4WC)])R-@J51JJ[E@05) M1&9Z\DQ6% LC&M34_956'%LY9:O%HK;!'21\@*IV;$T.NM'Q&18O-+##64,O MR>*K3+MRS$-(7S*#4Z9LM8R369-L-??QE.G;/BI)UDV.B'3Q:#L==;Q/GA$L9"5>1[Z&E1 MCW+ME'LI5)P9$,!N20P@:&!,L-Y>/UA(V)4WP#4&$J%A222P%U @DE9\B08$ MCI&)-H>QR>AD;Y\IFD;8K-XMO4I:9*W/G]@NT-,-WSR0 M>-F]S=L8]I'OXMFP3A*JJS*W4@D^W@E/= 1B[#V ,-1V,5J?<\U4::U/8?6E ME9F.@H_Y$NH[)UUG:E9)>85&)4\9QD>FUDY,//2?=$ 9!5!@G*?* M/LJ/H[<;HS"+()"]3-)E;-7LBQE6>%.G"SL)E%*C136K/WS5LWO[*R5]I.W1 ME+UH'4:SC6T861MBSSMK,VW!%,I4/7847H2[60B M2%6>-E7D@W+QJ_\ 8TFF#45F_7ED7'CAICF1O6&,<%TWO9JQK/JL_P!2$M-2 M%ERAE!T=M869XYL6-B(VA/*6K#MJDS"TNK/&($D6C5)L\V%?91NDRFX^&'U$ M"NRGJQF0^GJ+EHY569M,S$4_3W6;6GG.]Q*BPJ)PMSRLJ_I3I=DHV1BSN4Y= MRHZ2;2791HR3[,*Q?6V4W6V6G.91DX1-HH[1)(MWS, 809EHF=!W)60?I +QMM N!@):22 M$@, 9<1,2 94FPF15Z*VU*Y0KSU4\>R0)8:*QL%@EBB61E(^+4D(Z*;/G1A\H64XH]CM: M!<24'435XHM!GY:]X;2HN"9:SSEIEIG$%_"H6V(ELB*VL7*1'SFRVY;'EZ51 MBZNQ2@;'164W'H.I4J+CB$%J]F!:?9+3/59VCT04-4D;WF=NE$G(1ZACN;C* M%8ZZ24BH>QNSF7K)&-CB'IBM[2H#V=C;9'2U@9N:H[@6;-)XNFK&1,1)1UC9'<1DBXMT! M$E(BY)+*1I!MXCU(*-T!Y5#,18F+V!,XB&8$E0L@BX< VB(A 1)-X,GG&(H8 MF]C9:-6FG2UTO)<;CUIF]EJF4R+C+)=3LT['34!B>!MU.3B("1G7(N'D\@O" M1>0IZ'0=MT!>+7>$6L7>92 :"RD7;/8V'12SMS;WJ)D)^)G8:1L5GK[@]N56 M>$NLE4HJ'K\_.R3)*/=3;6FVBO0UUA8-P0(U:4/.H2R4FTF5$4?DT]E4]&Z. M0$:9)1F0XAC(05[_"3B4U(V$3 M]M2!M )*D6Y Q MMB-MM]C-=&18Y[2.R)&UF-H&*J5D*'U'1U;L5B@)G.>1+ M)C:MUZN95.]?25@=1CN%N$$^L U-H^;08'G>LJD];M'+)[!?)'L5338TFK]9 MJ[/Q5W@8W3_J':8FQ_7LB+U5PSS,P<65UIFB;"[DXA-W;8N0C)6*9WZ<>S39 MVK:X9,R9VM;<)MPLKO?LKOHHZDA56\/8;O;K%+S(1MIA6=5D8EO2&;>1>1DE M*2,U)MB,),K-5LW>MV,7VKF4BY!N\8BH*#U%O#6:]EU:57><7U!K46\^1=,6 MFKUNJ977@%6;2*A93(Q!F[M;(&83!ZW90N,@!)2/3=BZ7L*SEP=HR2:($<$, M(AC[N[(Z6,N(Y_LL+!!B01"1 !EEF(L0=,[$<[B(VPVE6]C-81:5'#&8LF/Z MW>7!)Q'HMT8U5*+, MY03?S",:L>?]CZ)[1=H'MT)E+2&P"ILK=CNN8BN=2;V-W,L9R?J;KRHWR8=B M^1<&:66=CTY)K99!I))MG*SM!JSC&C!(4BQ'7]EH:3\NR&&L?X_QWD6"RK;= M0N"HDY%5FL/CI.I2N7F-9M+2RVV6=1*Z*2%-?*S:X*1A(-T(LBN7Z'5>H,I$ M5GI:M/\ KW;RU0H\C,-;A96 MDZK3Z)@G4XQR;D^]2IX8]D1I4+C1T_A:C78N4CY EB:67(["MHV& =]RCUX, MDHZ[^W?I-.UDEPBV_30:9>C'E,R5/4N(@V>5?$V2L>P5<[R[R'>U9V>M%)ND M97(95MY)?C5$(R"G5C/9>$3(P=R(G66,FD!?%G\%?5^<;B14QI[(<2).Y _* MW ED $$G4PVO>8MC3N"D#B_#[ DU

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end GRAPHIC 35 g52488.jpg G52488.JPG begin 644 g52488.jpg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�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end GRAPHIC 36 g603412.jpg G603412.JPG begin 644 g603412.jpg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end GRAPHIC 37 g707244.jpg G707244.JPG begin 644 g707244.jpg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�?%P,J22 MM+B^JIO=V6]Y!,5T?&QXVXL38S0$JLX.\NR:0YM\LF@2J9XM*QKQ;FO!09B1 M.LICB@;'MP3NULE2W4$G6R.DGG<9"\CZ\M6-([%IN-.ZV/RJ8UDOED'8TECA M$7YO5LTM8(8:]2B-.98)'AD2&F8 /E4?Q8.'SN,=CVBI-R<7?+L^ M1V?5_%U=%162.<1F-BMLML6)1.-.;-!Y$SN+9.BF]T4N,+.39Y29$V%?-@BG MA&;%;EO6@>%#NG>'JNHY$-J_#EW&4[ (VB?92=+YO:^XER>(J>DL9 IB);? MXO XFV),U^3#L6D#-* M";-21/E8^)CLKD,:=I.BN9,C*:Y32<,)CS_$)[%YY()%N51E.&W5!$*]DD7: MIM+@O-$9FIJU5'6)P22S!"]8(S\3H[("VN_VW[<;3VZNK&^X*#FR6:0=UTR>(/:V,RF.26*2=!'I3'9#&9"WJVM\C[ZW-3FE4I\L,L,"C2% M&:-4O#%WG!M&B,(1P/A]P;=2V3C9HR6C9T4=[>=<[NIK:^^N6#RYEVW(:H,L M6D++?(HI(15HKKV-.<@I5:X39=7]F,KO)V1QATX^$1LAM[A_[9K%HRUG>MY* MZN&YOY@X-*N"VE*BY1&TK]Z-6% \L\E29YJ$3H@Q6RTA,26G.&2 MO2HQ09HBC_M5XQK*_0CB(VSO75UG0M0[$-[DPV=.,_BS-9;\UNYL;?6>.-,^ MDI).,L)SLA=JJNRYDEWH2H1M MZLQ+3=K=UH=8D?EC#:#J0$P2TG3G@?[M)OLBXM^V(R?[>FJ8\1C?9GNY@T@PE5E+HQ74?<;9@%BN$/ MEN?R*D;PX/:)'! ;4J]C;CV]P5.PG'=S2$/8K*ZN?@O;G+%^7LF3#8M*,U@W M)Q'-LG$-VZLZQ_GJF)YO&WI"A;C*ONIR(K]*Y,C=(B"5AR=_B#9,<4"XQO4' M-N6*(S XBFMMFXLD7L>>[_&:[$\;KR&[3]X<(VIUBY,[-8)DYMN160V-P0R+ M$UDXMZV:+[3>94Y%Q5#"XRQGN"Q6G5J^YJ5$E5GII-'\4/8RCQI_NA>21MSO MELNAPJS!P@]F) DJG;F6_P"=[Q@P\V&8I6&?5.9%WQ)-JZD9[1.FEP0@W>A\ M]:K0D*DNS[@P;TK!.W76N9,MLL?N*=\4>@>)10T%,EULOM9K3*=@LC@#A35T M3%'7$7E;4@>V&4K0)ET'CCJJP=D2=S):V; XDE!)C=]PI+FHAM- MVIV15ELK-XE ;NVR>-SW%0QQR- WNK)+;!FTHBT.;FZ0MJ!4T.[X5B]HT?G18478:T^)UM@VHJ3J MVW@6NTPCA;J&XG.VN_=U_#:EM?-K'$5^YR-?(.O)NA,+>W!1!YI M:^WVSH-SSK$A]A1&P[7G3U,@F$]C)-?NG<-LB. M3L?')+%LE6KBIB*EK^#ULPX?L=?&1?/']3 MC>6SRV*SN)KF[LW+8,Q%X5--7VNRF)P)(7K)6A9UYJGN$L.#SIJ75E\-S==8 MU8TL6PUML-I*S7?<>CM3=\FKJ07&NRL&.D4:ZU:I?H7N!6UJW74BFJQ_7%.# MB@CZ:LWAXJY&AI!VMI9#SY8?*B)ALAXI&Q.,P7;Q9*^^$2V&[L8Y*I1MS=HW M!+2F&=LM\)9!D,I0QAKB<'>G<9,SM@"*B'N:!NE1CACFS)V4BXBU M0O\ (=CTQA#VS3W;!Q CGJ"4==3'W40><[F11&3V-%(G)V9\3(%R1!8L2A,^ M9$):M SR2&V-"/0G(&=9G* .BRGJ X-6[*K:CX-4%D*'TZMFB&U@AOSY&S.C0>D&NVB(T:-&B(T:-&B(T:-&B(T:-&B+@<@ >0\_2#J M'ET] =/+EU^SJU95Z4H>J\XDV]5YRWSTG0^="K"AYBKSZK5MS>E2>=\'H3O/ M2E<\-*).G[#MQRMS;TQ6&9RU+@:G;>#PAK1W,<2_;UOQCNZ#&O8?2JZ@UCI3 MGH7ESAE*_D.6(\S9SPQ>VR>,S(B&3I70IJQS5QIP\Z"F[>K!>2.*?&\UQ\.> M46=AO20HUM7-#;N)OK9Y:%;Y%%2-MF'IH.7IC[ ^ =(MB?#DWSGI M(RAM??38$OP:I!M=S=%<:M^\(2LN8U*&0.KS.VR"OZJ-6>7 M)6*6*%5P6"WSDES.2,MTL9J>6RG)RDI\@?19Y[-MO;VF8VXYW:CI]6#0_Z/#_)KC(<1#YKTND!Z0$!Z0Y@/0(#R$0'EZ0]/0/2J2CMJNXW&,;AE M;ON+W$18F:W+;:JJX;8SO$G=\2UDX1UP:L(E+'\X^V'*.PI[NYVG5GUJ[55( M(78D/IIPK&!EN3+C%R8\U1';N&GQ(6.#2B*M>^YR5.4GKYMA!K])+?W+2)6V MN!&- *%,T9S7!X-6-TD+>X!=#R0:6J,3N!=SJF1Y*5M+*C+3D3]F641B0*I" MWQZ0,3VLA[WZ&)4B9G9OA^0)T"@\UD>P8WUD>>Y+G@E7@U/#4 MX^=O.;BC..]T,L1 ! >8#TARY]/]?!U^GI%"#AU;XTM@1N;%;M"F8Q+:;'8\ MO+CD_NEG(F1GGO8>FE)OC.VW<(Q("Y4FL(QQ1$LZH5 M'R0?AG;S(A7:&O,]XCUDV1>KMJ5=0HJ+6/<\(0-Z>FY93F=UYO!+4:H>%ZVY M&"K9-)&V4M[^U22.2*Z[%A+]G+(:6UNNB)\?9!X>?V.G^H^$.L/3T=ECX0_K M_P#'PAUAZ>D&MW#PXCQPLR&3[W,G!D05)3E;.1;79^XAJ>7QSKVS=LDTD+5';M?JG1I/;%SJT70[KI";2L4PBOFJ-,-R52IS)7*F]$IG2N/&6-%MP); Y6VW2A\?8 MC,44HB#HY'+B)Z79!X>?I]'3T#U#T<^OTO#K@.QZ>L>?6 B.7/K'ER$1Z.0\ M^0='(0'JY:1ANGVW[[9WN@:XO5$UMM-3"_:8NJU);RC< ]0LF'W;(*8W+5UC M:KE X;%\DTT31U_DM73V0%+WR*3@ZST<$EU?*#&V$NK8-7R7A[[O?/;QZ"MY MLZ0L>3;!%K*QR>SKN?UACFPOVTJ1R"'O4J6R)P?,XNN?:6W!.I$J1Y#*'%!N MAD,$>&L8)%DC0XD3GP##'GR ,>?+F(@(0XXM!#@^-YKE@L:4)SKEBV%+' E.F, M<]6^X(XR\;PLQ]AE(.,#;\Y"]V)8TMBFY%D=-G\+@$ MC0LT:EDA7H&EG8;V0N-C.4A>T94T-F;(;BGP6,\H7OB[YZ\X8]@N=?T*NELE M;JUW,;9NY46:-P,>5C)G^Y(N%YV-+[\AUHH%2$O*84KNGALK;Y.ZQM[?>[L. MMS)!.2&Y!)X.VK',B=%)YE#X.B1.,QE$YO+7'F]=)GQKCZ1PD#XH!&S, MJ-4\*T9"QX=U8XI6UM(,-7."@0(2$'&"&.OG8K!@DG&!W=H^^ MM3))&5VZ-3HH1NZ+S8_L7M:/;B*_N=*[12.NIC)H_%&?$[%.+K)7IL86T#\B3U&)(KW94C2 ;D0F4'8EB=V M8E$'&!CV!1F6/M'DY')CB S['(T@PKMG(1Y9&%98=GR 0$>0Y=ER 0'HZ! > MG4)[H!J+*6J$7GIO+-+Q6F&8^K61F*5[I0V1A9Q<68XF4.)#R'CN69@[HYWY MU[#2O-SGB2-K8RYC@_/DS@.++1=H+3I=GG1HU:RI6Q:QJ_G)[DFA'[0_P"GHZ/Y=8U* M'9QQ(%\(O%'(+YW'MUCQV6Y5M54IBEF2ER0SJ8+X-L1*K/<2OC\LG\>C[=0= M0FU[7C9\+<$LAQ*E+!]SW#\NVZH3'HQ7>_'<=5#E''5 MXQ:7AE?$[.8R1-VIV2PXV.)%,(315_EBD+2" 6LAE%K/MARMA/CKY'V%[1-D MI=$YY$QQ38]>HRIL0DL0Q3)V,@J!JE;(V25*EFAAR_#"*J%,=> MF=^3D/\ DWF'LKJVNI>.2!>E4&^RXR./,RIC0.KXSM:V3.&;1'$;BZ(42I^= M<$"IUS;&5.K4%'NKABV(5K@*%OP4*L4"14K[4"9.<9@C"Q.%3N"F:S\ M6DB*[Z)W)TR@+F"VQ3Q0.FX7;-M*J1;8SRE(%. "((]/X<6]=6O<6$G>W-&"!K-I+I4"=>DMO<1(Y\EW N,% MK]>@OD]UE$L58*S8[>L/>)8C9$#DQHG.!R]ZA*UL3-BM7SAQ[VVICJV* M0_>_(I@TQ>UK/F<\=;3E5KYOLUKV63:(.D6IYP3-KL]QQYB[#"0LN'*5S^U* M'/-NE#0V)CLF=K,3YD3O6US;GAO0.[0O1NC4ZHDKDV.3:J(7H'%N7$%JD2]" MM2&')E:)8F-*4)52(B ^GRZ.OGRZ^@/"(!SZN8@' MI@&D(67M4WN0E1PXJ;JY1+)-6=';;ZXIR[7B$7O(Z=A1LT@:&%5^WRYO96:+ M.;W)6L&H'V9S6.S-3'B)!#8ZUQ&&OS=-U&9JJL7/AO[S/D<1R&QW?A9+8\I] MKS?6\@E#K8]U25Z.O#&@+NK^7SQ ].TI/>3&:P;LL.L+US;>66(RI\S0N6)%:W!MU@DA?) M>U)\$4=K2'+(=Y\7QE,@C%52#AKSVVHU8+/+7]OKJYH-?N[.Z=MF[2/*L7NS M8?*[VMPVPH4Y)&Q0A$ETK=;4#N1MHOBIY Z(&F;0&)91E*WG,F<4D321.)D, MYA<2BZB;RF71B-0U(F1K54MD#^TLL93HW U.2@5'R!S6)6@E,N.5I2D9YBS$ MI48I(P(S,S.+#+YV^Q8"[2%TB+7-XBXRID5($+S&D$F8UL@:5CJT*9 V)7-E M2KS7-O4N#"C5O2$A8E)-5M*90Y)\#41!I^"[-RNP%ZL&G[WC-?2ELL.47;&C M(>IK[=.Z.LXVZQ]CD+^T*I88RPQBC9KTVO#?&TKLQUVZ%*%!\15.2=V')6>W MXX'6D7$U5@O;(+":ZV67I*+75S9C52IK^2$E M>K#JZ2R2C7FO5,GFC,\*)1E(W%X%,K>P2$3H-&N,0Y <@#HZ@Z@]@.KH#J# MH#H#J#7.B(T:-'7HBX[(.GKZ.OH'_1T?->#YGGT]'7KG^O@_UZ2_N(JNV9;+ M=XY$3&[XY6UVPNFX^Q/$1BEMR"0M=X5-:-@*'=B6UT^R@UHDU2W/'CHZW32T MJI=*82-]6H8]#\Y4E<01RU@:(A72*%4:B<'!F:F>516JDZQ:P$+U[VRM4@88 M7BI4LY+FJ6G.;LUH7-&8A*7J7 U\L)0TH%JM:2_5]P3_7^B)YVN! !$!$ $0ZA$.D/L>#2,NXW MFDOU?<$_W,]\?E_J/;QN.XZL?"WQ?;UX*3*%#!$#;2R=Z)XC+;A'V^>N*YHB M#XAS6/9.,LC+\ZM3PV(I3#1D$<%R9'U":":M70=OG5L\%AE-L29L=?Q90727$)=VLZ6R9T2L<<:WIZ8I,YL\2+D#\O0 M1]D>[N"1&=X MWFDOU?<$_P!S3?%Y?Z.XWFDOU?<$_P!S3?%Y?Z(GG:-(Q[C>:2_5]P3_ '-- M\7E_H[C>:2_5]P3_ '--\7E_HB>;R#GSY!S#H >00 (B CUCRZ1Y= <_#R#7.D8]QO M-)?J^X)_N:;XO+_1W&\TE^K[@G^YIOB\O]$3SM&D8]QO-)?J^X)_N:;XO+_1 MW&\TE^K[@G^YIOB\O]$3SM&D8]QO-)?J^X)_N:;XO+_1W&\TE^K[@G^YIOB\ MO]$3SM&D8]QO-)?J^X)_N:;XO+_1W&\TE^K[@G^YIOB\O]$3S>QQZ>@.D>8] M =(^$?9]GKUSI&/<;S27ZON"?[FF^+R_T=QO-)?J^X)_N:;XO+_1$\[1I&/< M;S27ZON"?[FF^+R_T=QO-)?J^X)_N:;XO+_1$\[1I&/<;S27ZON"?[FF^+R_ MT=QO-)?J^X)_N:;XO+_1$\WD \A$ $0ZAY=7V/!KG2,>XWFDOU?<$_W--\7E M_H[C>:2_5]P3_7^B)YO(.?/D'/ERY\NGEX.?7RUSI&/<;S27ZON"?[F MF^+R_P!'<;S27ZON"?[FF^+R_P!$3SM&D8]QO-)?J^X)_N:;XO+_ $=QO-)? MJ^X)_N:;XO+_ $1/.T:1?DS^:2\<].<]U-?;IVC; HMK;/NOE^WAQ=*%B]GLM>/;?&ZMIZ6*1.B(Q;L#2#E:PB?YHT:-$74<,!Z\<1Z>RZ<0'YKP]77[/7J@ M;7_4QL3^ LQ_\M.FH92S>^[Q;NTINNI@ M;W!H8[6H+*Q&QI=Q39.K2BEU>'OA36Y9(C5"(Q>V@L%$K,1'J$9IY&9J0\Y/ MF7GD104X!/[#GP^?\WF/_P!.2+3@-8R'!5XF&RBH.%9LP[HPC\SB5%,C3 M(68:[MQU%O<"7N09&)^Z#%7[JTJ^QQSP'MJ)>I)$OK@2_ MD+ A7'M_;13D-R_P#B M:\9"A&+8KN(=]HNY98R;C$$68CJO=&JLK"3+T;OG.HF0Y9ISY_6&,0*RSCIK MR5ED]?BZ=GEV.]RPNQ[(>7]Y=,]7,>7^3+GU:N7!S M@3BG":DGK*&HH88X*DTSVU4D['F1L44I+1%3S-+VRAO:@);?N<29)#/ M66,Q2%7'"K>C+G"D$O8;)87.NWZ&2:-EHY*1._0ZO,<3T%@1>6)WJ(KV!ZB$ MQ1)>X)2QH7F/DM<>7(.Q$!#IY]#JYEQBQ6E466ZM<$3'+ MJ\K4J$EEXL9S2FP-)-*!,3V.;L<6>6IR+[<(N V*\&J*.OK:F@FBEJ64K64L ME0^0221RR D2TT3[.XMMMIN!4?2MLG@#UM\LAZ84ZJ%^>66+ M6]"9C2Q&&E[C(6=M9JTL*;V?+VV35^RQI=&(U'D\;FI$@-=$#GZ,AW= M64S[6KH/99?"X]NR::.SFPL)2UD,0*9'%\GQ#YZ M1+CV!OG;0ZJ&W!Q;&_)DQF*$JH9.\2%[Q4P$I^DQ&#=*'@MK;L'60)4J4EL+ M1OKD6W@K>$I")(G0E$.!ZHC!(G(3EX@045ACY:ARVVJV]2TJD=7J6M8S,<=5 MMRB.,AZ!5'XRY*WB.,:A&:T9ICF=@=EZYS96LTK)"TN*U6N;R$RI2>:94_P2 MK_1JCYF3^%6[\(I_?X?G6?Q*_P#B(B B/[;,/Y,<\L0_T!KMJ&]Q[_MI%!.C M&SVI;Z&..$D;5;NSD)8G84IQ5($*T&]2=FHAT/D*5'D6KR H"%QZ92: ]M*) MS) 3-6=[[UP]?7 E^Y7>?Q7:\7-?Q7:.^]OK@2_N'KZX$OW*[S^*[1$RK1I:O?>N'KZX$ MOW*[S^*[1WWKAZ^N!+]RN\_BNT1,JT:6KWWKAZ^N!+]RN\_BNT=]ZX>OK@2_ MOK@2_N'KZX$OW*[S^*[1$RK1I:O?>N' MKZX$OW*[S^*[1WWKAZ^N!+]RN\_BNT1,JT:6KWWKAZ^N!+]RN\_BNT=]ZX>O MK@2_OK@2_N'KZX$OW*[S^*[1$RK1I:O M?>N'KZX$OW*[S^*[1WWKAZ^N!+]RN\_BNT1,JT:6KWWKAZ^N!+]RN\_BNT=] MZX>OK@2_OK@2_N'KZX$OW*[S^*[1$R8 M[YT;^]Y_@CK%JVQ?KD>+3_&AVK_NZ;6]-L-XO/#U$HP W E\Q+S /^"N\^L< M1_\ LOTEO8]9$,MBVN*+8T >>[\-EW$SM-UCSSW.=FON@WY;>ML)&*CN>](& MUU2U+D*8X.QYB7V(XY9$66CHTM[=K?S(6VRX8>Q"K-FC>2RQ6/,&"]0D2.3L;/P4Y$,*1@ MTEI&YN3[((B<^2%P=B'I/)GF3R]UE,<6I7USDJ7"#29>_ MJ'ZOFY(\O+HI2,T'<(^T)"5RAN3H2VS+!%A4$TCK##Z0DT2BS.VQZ,1>K'V. MQR/LR,AN9V)A9(8M;&=G:F]+@6F0MK8WIDZ)"C3EED)DI!1)6&.&&(!V7WS1 M[439:ATN2JFU/2^2#&X3U]B0]&35&3J1Y[;,;*-4/)>$$%Q2?VT@"4BU"K3? MFR?MA?/+7U6*Y-SS4$U=V=>B=6ETKB3N+8YMJHANB;@J1+D*Q-F:G5H MUB4XI2E4D&&$J"#2SBL\R\\G]KD'4 !IO_:L?"9[<;\/2@. 687CP=.'R&6>&(_*\Q_H'+$!_1R1!Z8^ M$!#[("&F_P#;BOHI?W>/OZ(D]\?? ,>$)O:$!S_4^B =)AF0?JNUUZ660A_H MZN8=0CK5=&?/#/W>7X0ZVHG'W,PRX0F]H,<\,A^1_$!Y8Y (\ODNUT'/D ^$ M0#[(ZU79GSPS]WE^$.OH+)'L+$>EG[G2+0&5W;.%]&'>IUTULPO,X&(#P<:E M$1RZ)3N5ZLL@#IMJ:AU (!R\ MK//'_%@?M<@\/]>0:E#VK'PF>W&_#U%W;!GABR2OLLLCM6/A,] MN-^'H[<5]%+^[Q]_1VXKZ*7]WC[^L:IR.U8^$SVXWX>CM6/A,]N-^'H[<5]% M+^[Q]_1VXKZ*7]WC[^B([5CX3/;C?AZ.U8^$SVXWX>CMQ7T4O[O'W]';BOHI M?W>/OZ(CM6/A,]N-^'H[5CX3/;C?AZ.W%?12_N\??T=N*^BE_=X^_HB.U8^$ MSVXWX>CM6/A,]N-^'H[<5]%+^[Q]_1VXKZ*7]WC[^B([5CX3/;C?AZ.U8^$S MVXWX>CMQ7T4O[O'W]';BOHI?W>/OZ(CM6/A,]N-^'H[5CX3/;C?AZ.W%?12_ MN\??T=N*^BE_=X^_HB.U8^$SVXWX>CM6/A,]N-^'H[<5]%+^[Q]_1VXKZ*7] MWC[^B([5CX3/;C?AZ.U8^$SVXWX>CMQ7T4O[O'W]';2AZC"_N\??T119NRP+ MKAEM;?F*N&ROI)#)S-\(]8L9>,9:-B8Q+-N>%4Y69?P-]8;2FF.)(@V0ZCD$60MTC:4L>2MD0)9RFV7E-1,G1> M<,,03&$/I+&RE.>)I9@J2FAL+SR[! D GUXB8ZH9?FW_ '+SXV+WV/Y;?O50 M[;+4.O&EX;:*M,#>ID_HC ]K%&[L3JSFLDM?XYFR2V+NZA2YPFP646?N59%? M+ESHIKZ?)))"C7EZR8>ZJR^?:L?"9[<;\/5(1%7 D2 B.PE;&2T#82::4TL" MMOR*2E*%1AZA1DG1FY" J5JDU0I4F )BE8H-/4&F*#C,\ZO[<5]%+^[Q]_7F MYKFG-?_/&_M1_Z^L6 M[;%^N1XM/\:':O\ NZ;6_P"OL>EK*1..*[4;^:E_.\_^7C^U'V=8MVV+]A";8DMM*7FZ+K@5:4@QG+F>K4F=>6V\,&+1-5%8 M,V+W8*VI=ZM/2QSG(SLM1#6-R=:F=8&T-\P;V4LMR=GQ4"USP!\R !R$0#ET M]7,.CIY = AZ6(!X .0:2CQ.GI[:;1:1- M)[3#IG+6Z7SK?/M*@[H:GCUD(TD,9FIIG\UC;TN=7]O9,2\\7$'78!CCCCCB M 8X@'+'$ [$,<0Z,<0Q_Y(8AR Y!RY^J!!(J*9''T(UMN'RBD'8NVO<@Q\XQR/A#7#N8W%A@&12;SX?V&6> M?S8\^>FB][@-]?CQ(O&HR\@-6IX!/[#GP^?\WF/_ -.2+3@-$6,GQH=D.=5\ M,3=O/\MW>^&Q@CD(C"KT%6IN"&8P!^%19T%0>=I)&QA[9W42D K%:G*\^D=K M7IDA_9#VKL1USI@I^1S6-V#$JKR",VM)2P3Y0_T+N'-+(1;QSDY/=$.ZIBUP,[,@578 MEZ_W6S#\S?\ [#A4O\*=RO\ M;FVI6573P?HARXU2;M6*)DI\8*WH>IWFC4G M>R[/YOL<<.S ,^PP#L<,.S#L^PPQZ>Q+PY]CACS'L< .8\N>C77#YV7^]E_ M@8Z[:H:V4JE8=KV=_8'O&.XC='2OH;S!H[E;?[>&M69^\^XXN'=.2(@CCYW4 M=TG($*%;VTCM#<(INUY?GQJ'O)%XU&7D!J0VU[]!)7_P!](?Z,QU*3 M5!Q?:55SF=E&KEAO@-/S7=H]+5[W ;Z_'B1>-1EY :.]P&^OQXD7C49>0&F5 M:-8U3DM7O)%XU&7D!H[W ;Z_'B1>-1EY :95HT1+5[W ;Z_'B1>-1E MY :.]P&^OQXD7C49>0&F5:-$2U>]P&^OQXD7C49>0&CO)%XU&7D!IE M6C1$M7O)%XU&7D!H[W ;Z_'B1>-1EY :95HT1+5[W ;Z_'B1>-1EY M:.]P&^OQXD7C49>0&F5:-$2U>]P&^OQXD7C49>0&CO)%XU&7D!IE6C M1$M7O)%XU&7D!H[W ;Z_'B1>-1EY :95HT1+5[W ;Z_'B1>-1EY :Z MY<-\W+$<1WY<2/$,@['LL=U&798]ET=EB/H Z,L>?/$?2$ 'TM,LUP/5_+C_ M *PT1*54LH1Q2HCHNCR_"P'FL8OLD7=U9$]BT&9-PO$@=.TI^Z;ZZ>=O/SPX M]H(\_.*A2J[25VWM>/X\@\ ?:#50RW]-[K%>VQ44-]JC(UC<-ZTL+(0+]W?H&Q!K>2NX99XMO<5\=097OS M^P8^>NZ&+=YW*Y.:9*J[=^9=K&J^]P&^OQXD7C49>0&KG;8OTX/_ /!G_P!5 M1ZFYJE8[M&7U' :!1@_+X\2(>1>8\AW49QZ$?(\MKBBPGT73B<^ASB9VFW>BVQ'_T33=^[';UMA-!=)'_SHA[J M..7;>UY*?.A',HLHOL/F.R'+-.^=&_O>?X(ZQ:ML7ZY'BT_QH=J_[NFUO6'6 M33)^)N:U$R*C46%EP:LYA-4#HZ Y=&E M,;^;1ED=FL435O,I+4%FXQN95ZT21YI^[IBPJ6*>NE:.QECP1?2U*6R%E3*" M+(WYV8*0>I77R21NZQ;Z-$I[(:U*#VFQIY,D3$UOAC.],'=5+@NP:)&D);WQ M"0?EEFG*=&\E2K%O69)Q*-.0'FXK40F E<"$BXE2D((E%R7=?/&W>B+';X* M6Y'=3$N%3L:CD)X>-RVI%VFB61(SV"PWOM)C#/*4F#W(,BW1N8YQ89I0P[ TUH_P MIO3^M8WWXRNQ[X_-6Z.:\,'=S&)]P_+@IZ(NT(BY+S9,CO/:C+&2*D%6?!%) M*QPC]?7#(YBXE*51!#:64QL;BHP/6DG'$EI"E"DC7)F?/,^CE\WET>#I'HUM M1^/Q^Q![VO\ P_B'^URNM:K@SYX9^[R_"'7T%DCV%B/2S]SI%H#*[MG#.C#H M_P"5/\?]/2NFM@7P#+UW$P_A@5%"X-LCM&VX)E,KQ)RN"/7#MLB\;P(>+5DV M;VK&*SRTX[8(EQ'-4LP08\L<<@SQQ ,<# # M( ,PQ#L<3 QR ,L0,Q ,PQS#'/$,@#( R 0 UUP^=E_O9?X&.NVJ&ME*K8W< MM[5@6H05%M#L7CN.QH0Y.2IQ1CW4)6, M:1P;B",13*E1"S\PRJ;Y;3>G]:QOOQE=CWQ^:OSM>_025_\ ?2'^C,=2DU0< M7VE5G]:QOOQE=CWQ^:/EM-Z?UK&^_&5V/?'YICNC1$N+Y;3>G] M:QOOQE=CWQ^:/EM-Z?UK&^_&5V/?'YICNC1$N+Y;3>G]:QOOQE=CWQ^:/EM- MZ?UK&^_&5V/?'YICNC1$N+Y;3>G]:QOOQE=CWQ^:/EM-Z?UK&^_&5V/?'YIC MNC1$N+Y;3>G]:QOOQE=CWQ^:/EM-Z?UK&^_&5V/?'YICNC1$N+Y;3>G]:QOO MQE=CWQ^:/EM-Z?UK&^_&5V/?'YICNC1$N+Y;3>G]:QOOQE=CWQ^:/EM-Z?UK M&^_&5V/?'YICNC1$N+Y;3>G]:QOOQE=CWQ^:XRW:[U 1#A7WWF(=(8!N5V/ M<\\@Z<< 'Y/H Y#RQ 1$ 1 1$ YCICVN!ZOYF)7% MGET4'.3O&%ZUKE,4MJQ4B- M(/,_#502W]-W%.+8Z16%3VI*_<(\T 9BK"2*W.X)E"6)^/S5P=L7Z<'_^#/\ ZJCU-S5*QW:4OJX.R:K5 MA'@3.?)UBEOF[M-Z?:C.?"QOL [7GS'Y978]T?,CT]%^<^CV-)1V0R.3RJW> M*/(IA7SS6$F=^)I:BMYK]_>XG(7F*J\MO6V' 6MQ>H2]R"*.*G K L[(]B>W M-#R.Q+Q59F8& &64=\Z-_>\_P1UBU;8OUR/%I_C0[5_W=-K>L.LFFM\0G=#/ M-OC]6;)7EJU77TCGL(M')G;KCE4!@$$4OC3)*D;&V=/0@>D M-*IXE\UPKXJO)FIM$FM4<09)5(%#J]7!:=4QYC*-EU8QL^:(8Q6+VS8[D;"C MQ$@R*@^W&;@HALZ4+UXJ3R'3%N:)&U;#\Z //D(AS_.)N=C97M0S?'O<2[L MUF.K$3N57U^$Z:%L)@LO:"XU$:WSJY]BZ5!*6M>C5HIC'@3G+E#NE79MS@G_ M +7(5-JA4VG7?E,6:(10S_"V$HXIBB=2N\89R52@U8H+:6"#JFAN*4*SQR.5 MG8(D9&!R@[+(T\P,C3!'+,=$2TN @ZMB7@[& 0P/6)B<^6+_ M "0L1[$PW'+D&>&> CRY!GAEB/S6.0 WKN\R?3=K^^*+\?K'2X)'#TV&VKPH M=BD_LS9AM9G\ZDU#,;E))E,:&K*12B0N1SY(0-<7Q^=8TJ='=?GAC@7DL<%2 MA2)11)/;>U$E88-/[UEPT_6 ;-?%LJ/R4T11=X^+LUJN$1O9)3N* \W*OX@. M)9*Q,:9ERMVN@Z,"SV14^SG M;%6M@Q>#Q97&IQ!:-K:*RV/JU-HP)O4*F60LL=1NK6H/0+%:$X]"J(-,1JE* M7/,2#S2\];H8 9F !R ,\@ Z@#F/1KZ"R1["Q'I9^YTBT!E=VSAG)[F'>I M_P"7E_GTULM_,XKB@3\'6I23UR,DX95N4Q HU406:.0VS,\@Q O,S'/LLL3, M,@#L>8AGAER['+$1UI&MA+P =D^SNVN%K4=O6CM8V\V+:V$QO97C94WIV 2B M> JBEK2@F+J ECRPK'WML<+;&_!BS\_=DTXHDWG 4XDX"$K*KXOT735)NU8H MF2GQ@K>AZG>:/[+_ !IG.'YPO][+_ #7;0&668!GGEEGF8 &9YY".66>9@=G MGGED/,4.6&*E200. M6(-H8CEB!IF Y @("(X3; MA1MX/,6/P98T[6S5D+L%QC[.O)QLN&GZP#9KXME1^2FCO67#3]8!LU M\6RH_)31%-[N\R?3=K^^*+\?H[O,GTW:_OBB_'ZA#WK+AI^L V:^+94?DIH[ MUEPT_6 ;-?%LJ/R4T13>[O,GTW:_OBB_'Z.[S)]-VO[XHOQ^H0]ZRX:?K -F MOBV5'Y*:.]9<-/U@&S7Q;*C\E-$4WN[S)]-VO[XHOQ^CN\R?3=K^^*+\?J$/ M>LN&GZP#9KXME1^2FCO67#3]8!LU\6RH_)31%-[N\R?3=K^^*+\?H[O,GTW: M_OBB_'ZA#WK+AI^L V:^+94?DIH[UEPT_6 ;-?%LJ/R4T13>[O,GTW:_OBB_ M'Z.[S)]-VO[XHOQ^H0]ZRX:?K -FOBV5'Y*:.]9<-/U@&S7Q;*C\E-$4WN[S M)]-VO[XHOQ^CN\R?3=K^^*+\?J$/>LN&GZP#9KXME1^2FCO67#3]8!LU\6RH M_)31%-[N\R?3=K^^*+\?K@7YD'E_==KZ\?\ &*/PA_V^H1=ZRX:?K -FOBV5 M'Y*:XRX6/#2'$<X*8IN!IBK;NC+ C&1L4?M>"1J?LK-(,CL&K)[:VR4-KFC0NN38 MK5-^3@F)*5"B4GI1-[2:9AER:K5A'@3 M.?)UBIM'/S)VHW^Z[7\[S_QBB_:C_P!OK%^VP9XY[D.+3EAECECWT2UL>>(A MD'/';MM8@(;;:CY M@/8CT_I4TC'97 8-6=R\4R!5S#8K 8-%^)M:C;&H;#(^U1B*QUM#;SM@/P;F M*/LJ5$TM*# TXTPM&@2)TQ>1F8EE8]D(:PZR:;=N5VJ;HKFN@9"US!C2U/ 9 M0AN6MFO&T)&V2^07,CBT9A-?M*LHRN')MIJIZ7/)FMJOJ2!O4ED.XR;O,=89 MJ$7A[([-C\U?'F !V7+GZ8ASY"//K !$1 !Z^QYCV/4 B ,25J5CN@N R&5Q8K*.@Z81Y: MZ$@XJC,L7&6L C]G1/93$8O<[L8^V['MM+:RV6\J'4'X]RG;95_G.4+%+YC@ M5W<4FO!*H53SVO 790!K@(C##&516\(E$P4KC< M708R8,-$EJP,;PIWFC'VW] *:G MA\[+_>R_P,==M'S'1VL,@+Y!VL,Q#+,"^7YF&>6(8XY9AAV(9Y8XXXCGS''' M$! -4-;*4S-KWZ"2O\ [Z0_T9CJ4FE>1MMWF+BU&>U^;;9(JP%F8X2U/?-7 M6Q8#PL?+=N>_*IU0<7VE5A[BU_5@X=GBW;GORJ=' MH>XM?U8.'9XMVY[\JG6-4Y,=T:7%Z'N+7]6#AV>+=N>_*IT>A[BU_5@X=GBW M;GORJ=$5[=RKO<[(^TH95MDQR&HY!:42A;Q%72L,9XYSX'Q]0.;XG2O1\MCY M''/BR[9 MGQ+BOJ3D:A3:O#C4*&X\Q2WGG;9]S)IR%2:E4(C5",W/=-EFF/,1*E20PTG+ M#/-*I4)\LA*.,PRM\U[=^(2R29KFK*=PGVB9,;5W"99>8!1>1@X$DX<\SC0:71Z'N+7]6#AV>+=N>_*IUP M,=XM0@(#;_#L$! 0$/E;MSW2 ] A^NIT17GC>[=C^1GDA*?-*M5(%2,QYBCJ^1Y6L0JTAZ-PP:G= MP3HW A4AR5&')31!1,LV?\2B9PR4U^[WCL<+BDXD$TE\O0M]![B4RU]F$LEC M5-FN4F/9FXI0\(':NY QLQU>XM:Q&VMJ!J;F=^;Y(V)2TX7)K"C^*#448416 M(6QP]"D+A+I_/WE2KVX;E0("5 MN'=SCH/:>PYV$!0J#W0&Q ED*UD<5\8:W!86D78,),P?$B.(I9K)P9:UASH[ MM[A8DNC#,H(5GV:-8^+.068<=A< LV=C7IPH)3W#32-"W"JJ?<8E#)HF3 M1BQRV/N/.B![BDL:,"4$FBCSY_CD@3)D>+JV*Q1I0USOS6D^@$_4NK MGL;;.&"[R:(C*S(LYR>$[J):,:4S9P=5\E< M(^CD^]=V;V9U<"WQT9,'=O2$.B"(*<8.V+$4.3)F,J];2/%,D12@V.W_ ,-! M]P3&8DGG,]";CG8A,HSP[846IS0;L3\"LLL1Q,[49F7GF5\UCR 0RUR6N N6 MN Y2"![2/./:N!(QQLU["3J <"3Y=0/)I7BRW]-1+FV/JI)@9EB^J6%N=%[JYM[(H=05G-*%R=')P1M^:= M.M<%JDHU4;^&MEQ:8HO51_0QH5%D[Y)SW=8J2FV+].#_ /P9_P#54>IN:5A' M$6Y-CXM+L$XYR)9>\$L"?1U3&.V8XXI61MKRQ*V=$3Z#N*([)P7. MK@WBVEJDH-H*32U9-9>A[BU_5@X=GBW;GORJ=4K'=I2^K@[)JM6$>!,Y\G6* M8R=\Z-_>\_P1UBU;8OUR/%I_C0[5_P!W3:WIO)L?XM?:C.=O\.SEVO/GRVW; MGN?+L1Y\O\*@>G^324=D)%BI[=XHY%J.D*>+$*XFEJ82UTK]A?8U"USJ&WK; M#V1\=89)(Y6^-;?D1V@,4KE(WA1@:!N7GTPO+#''#K)K+.T:-&B+CD \^8 / M/ESZ Z>75S\/+TM4!:_ZF-B?P%F/_EITU;[='9UC4[1TVL.J*Q=K=G$?*:#& MV&LZ1:Y*,D"M\;DB>0(8?'3W64K(W#43Q-9&2TBQQ%D=W]>A0'? M2LF"6P-M1L^1+VMT13:CSI>CB%[.2_HFY]+:UA2W%0WE/ M+8__ $Y(M. UC.\%'B+;5ZGX5.QJ MO9J^7&EE$6HED:W@EBVH;LYHSX+"7N0"8#=*H11\CBCZF#L@Q!>Q/;BAS, P MO!3EF49CBTCOK>R[U27QXE.]W\G31%9/C\?L0>]K_P /XA_M&?N M\OPAUL;N--Q"]KMS<,#=Q6D">[>5RV50B+HV8B1;6-UD!9##TUGP1Q-!PE]@ M4G%X>QE E1J!+4OC\W)SE $HB3^';O47 M# J.G9R[V@EG9DRO!)BFCVW'7+LBP O/EECD 9EAV&0!EB(XY@&6(\L\,LL,@Y98Y#B(")JAK92 MF9M>_025_P#?2'^C,=2DTKV-;PJ)VSEJ&*W'2Q&]RE9@/;+A"J&ORWTACYT]6,];&15BL$,26U\5MSDK(YK$J0Y& J-51WUO9=ZI+X\2G>[^3IJ M@XOM*JYS.RC5RPWP&GYKNT>F-:-+E[ZWLN]4E\>)3O=_)TT=];V7>J2^/$IW MN_DZ:QJG)C6K?VM:,N\RFTH7)UZI&P1IB2YK79U4IF MI(O<3R424O,XPI$B5*6]" 1!^N91)Y?MOM2/,1+SM+W6QI1AEVQ:N3$\S DT4+:FLI*=YFGF:'7S2Z*)SP'6(.:2T V(-KV(4@AX_'"$ 1 =[5?\ M,!Y#_>A;G6'_ .'6N._\<(/U[5?_ /NA;GQ=:U761I@Y9#VS/IR$?SV7A^SK MKVPSZ)G]UE[^M\_DCP+]8XM\NC_\BT3^5S&?U9AGLJO-_N/3]'G6XXVO[P-M M^]" /%H;8K29[;@;#*E\(=I$R-LC:TJ.5-C4T/2YGS(D[*Q+LSR&M^:%>1Q2 M0Q)E@M+Q+49FX'%E]!W.Q0!'$8])>>.0XCT-/7B(@/+^W^KF'1K%7\S1[UMO M^W38S:D'M=WLQ#(W?=%,Y&A*A^WO<3;#7DU.%:5.UILU,DJ:JIQ&D"S):V+, M36E<[IG=,1B2M5(242M$H4O0'(,Q'/'GV.8B9CSQ'$1Q,'L\1''( RQ$<<@Y MXY &6(\\<@#(! -938!0TN,XSAI,\T6'U,<,+Y'ALCFEKBXO,;6-+C8:F@#1 MHTZ=HTN.5=9@^$8EFQ0RU].^:5D;2Z-I#F@!G&%S@ "=;B3=37^6>BGJ>DOV MFG_^?JXU=VLT6,H=4[8VNB#)I)1G'9.'G/L306&*"\ *\ZJ#QYX"GR'/LPQ# MEECV(B//2XM5-&MT-.[9#53A;SC.&]+,L2$+!E":;N>X#35+()JIQQJBBD79P#&@Z&.<-(%QI 32M&ER]];V7>J2^/$IWN M_DZ:.^M[+O5)?'B4[W?R=-5-6-,:T:7+WUO9=ZI+X\2G>[^3IH[ZWLN]4E\> M)3O=_)TT12HW. [<;\ 0 0&E;8 0$.8" U](^8" ] @/I@/7K3*I"$_G-#_ M &LF_P"((?\ YN3_ -$)_P"SUM9=P'%!V>R*BKH86J07B:Y/%268V(<%.S;> M>VILE:^#/Z5."EQ<]OJ)M;TW;C<6OP7-<02VKU$B]C"?)R7'HN.5<]H3_P#1DW_Y]Y0%EEE@-\5WS LO L!_X+2ND0PQQ 1]D=8'.LRWS,'N^HS;/1NZMJMQS ML5O626Y8,\-(0FAK\N!-F@1UP"$_)&Y [-QXF(G)"D6D'IR_P -:TC[U%ZJ/J-6V).^2<]W M6*DIMB_3@_\ \&?_ %5'J;FE8QO<956VI8=++:7S%O99 G&--9D+JBVK=7F. MV)F+L):QDJ"#SQ\:D0(D9^0.[JVHF@5 %(07"N4)TYE:=];V7>J2^/$IWN_D MZ:I6.[2E]7!V35:L(\"9SY.L4Q8[YT;^]Y_@CK%JVQ?KD>+3_&AVK_NZ;6]- M\-XK6RX2C "27QS$O, _P*=[H=>(^F.W3D'\NDG;(K!C%H6[Q1[ AYKR?&95 MQ,[3Q6RF=,PR]$M7MB1W;7PDA"_2*/&"X-1F9B03ED:=F9< MI2#VTPM8V*5)S6Y)S#$KDB6)L\B1\RRD2-NJ6E3(4"&O)4C1(D9!25(C M2)8JY$)DJ5,1@60G3IR2\"2""2\"B2L,"R\,<,<<0]^8S>)U^S92"9/S='FC M%4E0XK'(_M6)RY<9VI&B2E88F*%BU3F&7:$:0D]2;C@;GB4)91N>%.6*Y-SS M4$U=VA>C=&IUKB3.38YMRHANB;@J1+D*U*8:F5HUB8TI0E5)S3"%!!A M9Q1F9>>.0D2RN 5@ \'3A\\QR_6\Q_JSS#_'DB'J#( ]/[71U &F_P#:\?#G M[89\+2@> 2/_ ,CIP^>O];S'_2'Z>2+V-. YA[/VA][1$GCC[XACPA-[0@.7 MZG\0#ISS'_*[77I#D(?_ -&?N\OPAUM1^/QT\(3>T /ZG\0] M(?JN5U[&M5R8 ]LSZ!_/Y>D/[8=?062/86(]+/W.D6@,KNV<,Z,.]3K\];,+ MS. #P<*EZ1_33N5_P"5D'7;4V#J >7V/ /2'3TZUGW(? /VAULPO,X'/O.- M2AR'F,IW*\@Y#T_\+4U]C[7A'H#IU*RJC^S]%/AS]L,^%J+^V , ML625]ECGC_=I#T989 /Z&8^D( .I1NO:\?#G[89\+1VO'PY^V&?"UVYA[/VA][1S#V?M#[VL:IRZ]KQ\.?MAGPM+ MCXO>(!POM^_(>8_^R2T?3R'^7PAS >8"(:8]S#V?M#[VEQ<7P>?" M^W[=?ZU2Y?2'U)+?8U/PK:F&_#Z/>(U!Q39N(_ :O=Y%J3\_S^7[K+_6.NNN M^8#V>70/Y[+TA\(ZZ\A\ _:'7V58\A_^_J/:OC5;#KS)CB \.NYN8Y?KOI_U M99!_DCICP"'AZ?#R#GU!R9/G\\,_?#/P\M+9\R8='#KN;F A_A?3_P!(?J24 MO[VF4YEF]L,_,C?GAG_-&?M\O^KKYWQ'QIX4?#XNH_\ FOI'"?%;@U\"EZ[% M^6I4;70 7*9<^?\ Q)C#HRR#K4N7@$/!U]8=/+K'46NUF_0C?:C/@ZE/M>QS MQ/-$Q\NRPR#GR4N7/ES .?+T^6L9C&S:KFQ6^?B^Q9;#/#J?TR=D] M3#[7CX<_;#/A:.UX^'/VPSX6NW,/9^T/O:.8>S]H?>U05<5U[7CX<_;#/A:. MUX^'/VPSX6NW,/9^T/O:.8>S]H?>T16,W-X &W*_! <^?R%;8Z\\Q_R?2/TA MR$/>ZPZ=:9Q)_P 30_\ W!#_ /M"=;F3D/U/I'[&M,XD M?.:'H'_B"'TA_P"B$ZWCD?[SCOK:#J52TCE?_/P3FU?UPK]M9X_F0@.>WS>3 MU]%\UX/0(A_DM*\ A_+X>CGU!K YY#X!^T.L\?S(0 AM\WD\P']7BO/2'ZEI M7]1'TM6C*8#^*5;H_OZ+>X55LF/C93?!*WL2G<2P.4KE >"2/H=(B(_HJKZQ M'I'[(].J?U4?(0[JJ^G\[JG^UF_0C?:C/@ZUG%WJ M+U4?4:MM2=\DY[NL5)#;&'.7R !Y\AC//HR$.IU1^F @.IM=KQ\.?MAGPM0G MVR8Y8S!_[+#/'^]G_E89!_C5)T=(!T^QX.G4VN8>S]H?>U2L=VE+ZN#LFJU8 M1X$SGR=8K\3B\>U&].?SO/\ YPS]J/\ UM8MNV+]?I#^U'V-8M>V+]CT.)KBV%"S6.YN[6 M[-Z5:H02!H:#9@3CD;F(U9WBV(_70N-?\ SD%C>36GFZ-$2!IUYGOI:T8D]P"S>(9Q@K&@ M20N2'EEK$B93AB!Q! M6>,8!\R)<,/I$;.WQB(](C\L*P"(B/I_J4\QUE,:B7OP239?LTW,HJT+FYMD MJ:9G)-=XUMA+2FQ/-P]X MJJI@:6P5-1"TG.+8II(VEU@,XACF@FP N1>PMJ7A+2TL[@Z>F@FCT<:CL,;V=. M<\+#SU;H:2CPS7JCC3U61IIF60US%[IWK4?+K2CK%4]J6;")-O4R50)TZV?J9F\%?9C2M\9G3&$TY;$A02J0HX]93:CC5>3.,O49D-&/J M='E7,LK667!&8_)Y7V%ML-RGD2+S=TM553-#)JFHF:"'!LL\LC0X @.#7 MN< X D VN+G3I-^(J2E@<7PTU/"\M+2Z*&.-Q:2"6ES&@EI(!(O8D ^0*V@> M9[:5Y<@XAO&% Y =\!F@<@ Y ']Z/4 ='1U=7I:Y_L>VEOKAW&%_G IGY M):NDW7IO:A;UFWPRG'9>PIWJ-N4E<952U\/K[.FAK@'#QCB5.F=5\N(;HO(% M*2R-S:=Z=F:/'-(NU&JG-3#,'Y#-U4BG9M'MB[+=99R^W-"'*N5C?)26=NA# MW54TKMXB:Y G4)I.P9R:4R%V9;E9TCJG*5QNV*[;VV"R5C<4@MJAR7$N.+?T MXZ;WZ7YQ_F_S>8+TXJ+WN/Y#?N\P]B6VU\!&MV,LXIEXE?&=:"E!F)IY3;Q$ MY\B+.-PP$O PW!/%R\3#,36GF MZ-="2XW<2X^4N))-M N336GFZ-<+E(R[Q;$?KH7&O_G(+&\FM4_+. !4\]C#_"9U MQ&^,?-(9*VI6PRF(RSB$3:0QB2L;@7VI>RO[$[1-6V/#2N*_,UC>X)E"127\ MP<5GCT:?;HUR"6D.:2' @@@D$$&X((T@@Z01I!7! <"UP!:0000"""+$$'00 M1H(.@A8L_P#8B7##'KLW?%XPK!\5.C^Q$N&']4W?%XPL?^*G64QJ)*S"Q<=\ M;%F4,^^12IVJRDM=V R3.L<+"17)#S&@3L0[*()9X9%E;YYVRR J1.$>*4X! MYY;4'8IY?NA7_IU;^]3_ /9YOKY2HGN=A_Z#1_NT'\"4W5?F<+;714>61&C] M\O%BIJ)N+N?('",55OED%?1Y>_*DB- J>UK-%H.U-ZEW4H6]O1'N)R?-68'5E?3^!2]RATM1O$YQ=FII*0R5J*B40 M7O,CR]Y&HN<79SCYW$J0(8FM:QL4;6,%F,#&AK!KLUH%FBX!L -2M5_8]M+? M7#>,+_.!3/R2UZS7P"ZR8\C\V7B3<9EHS4XX8*,FSB(3Q%D?B5EED7B<*>+% MB9B7EGGE@&8B&.660AR$1T\>+%OA,=92Y*[(7U^Q;DH.SRVL"J+('):)89'+ M$D<6NSZL9"#A$,L&Q4\.*A&',DY6<9CD.O>UP9)' M=)(YIM<.>YP-K6N"2/ M(/C .M+8C]="XU_\ .06-Y-:X[Q=$.?+OH7&OY^ESXD%C!SY>#G&N MG^33SAY\AY=?+H^SI%+RMW15UO O"UFR/[D76G(O/-RJR$,T5C-PV$EG4J/V MGT@K@,#<*R=GIJCB^CW6R6"T7NOI? \F\M'>[8IA1TL@S'82A7+B+HXO:7;B:<:-T:G5"M:W1L<.(O8"QO>D6I#RS" M%24XT@[#,HS/$8?X^9$.&%CCCCC9F^'''#''#'$-PD?#''' QQQQ#Y%( &. M.(!CB = '0&INX;Q.)!B@5/Z';&;) 8N[+:3 @HVWXH]V$I&;;PF&//+3 M,)8]L*.*)#8C5FVR5*DC[$R"CE5LJT"E;'D[PRG,OJ4-:^]!FG5CM22M[#?( MI.=SY,XBDGM.I[8C#=(:RG5C5=&[(C[8WS&0Y/M$)JAJQQ?;0B)$M2+([/'Y M&_12-(4BII=&8/:*IJ(,X05$\(=8N$,LD0<1J+@QS9L=K=! M-SRST1O7XJU)M$B<$KM(6JI=[KU7;<_.J%+DA1.;RBB4%:4SFX(T.62-*L6% MG*$Z7(4Y1F!0CAJY#ON8XCSU3LB.E=&HI [2"KD^"N"L>VO<-$7 7V8[,9%; M2UK+>6FU#9 GRCVX".%T.K3LBUJ?L%J0;K]W_ ,D1Q:(M M4E+ Z%0VW9,6X16!N9*QN/@ MD6B+9<%K*F",6\P(H=VDK*N5ACEJJF5AM=DD\LC#8@@EKWEI((!!(T'2-*Z1 MT=)"\20TM-$\ @/C@B8\ BQ SO,^=-J#33U'$3XQ)QYYF9QY MQW$%FIAAQIN>1AAIIF42'(PPPS++,S/(1RRRR'+(>8\Q_,/,]U*C_P#2'<87 M^<"FG^C^]+I#V0Z-7SA$XWA3^0[WYZH@]J5;.C]G**.U)#7*"RO&,Q"_('8N M\AL0HX4LDB]QKNVI K9SZ8D.4SA:9$QSIFPRR;#E$N4R*1T!?$WFE0Y.#;MA:U0ER*>0MRD,SLQU(IB!L(=.T1II/9XF=I,,3Q4O+,KMF..?89"./9XXY'A+8,O6MA\@1V;8SA#%*EN*BP956ZL[E+@);!MNEC-4 L"= MR>.X+2Y?3TQE*6/XI'2 YOCMT+G.-W.+CH%W$N.C0-)).@+L&M:+- :.0 > MP+Y!X%D1$! >*#QKQ 0Y" \2"QA 0'K 0]#72 ZD?M;X4%!;4XU8C#&[/W+6 MHYVK:KQL\U M^9&:=.FGS6;]8\'V@\&CL<>?/L0Y^'D'/[>N=&B(Y!X _K_P#X'VM< !U ?8 M _U:YT:(C1HT:(C1HT:(C1HT:(C1HT:(@0 >?, 'F'(>?IAX!]C7'8X_M0^ MT&N=&B(T:-&B(T:-&B(UP( /6 #]D/"'(?MAT?8Z-666HT['G&3F];*PA4A4&9JGA*Z@5 G]Y@&,Y4X-F:)E;+.AK ML"I2CS?LV6(=P\0ZTHXNL"-5] \@?V)UDJE.;-6N-$JV9UKR]MC59R6H4[*R M3U:WR!3(8]NB<5[39KG)8XE99!YV1.,6R1L1JET;E((?$I1FGSDT7CLBS3)5 MJ)/F^LC8[YD(G$]M5."0G)P2J!*2KE+.T*%B? <2E)[4W''X9F(4V15!.-&4 MDZ+7-U%BQ0T&*%3J\*H/"E+HX'F9 MJW ^'Q,L!36:8_%^)->8 ^M1B]M;I06NP-/27GE?$MJJ$2>31"7 M5[8#.\PI&P+)<;FYUY\Q52MP>)0T3]QCY1T6LB70Z,R],E<%:V.XR M9$[NJ1(V$*CBI3+-LNVYQ[):X;?*07+,FQQ9,E:RJ(&J4Y,SL:_Y.C1D>>P9 MFBV.64NEF3@@'/SJLRD\B%048+TY>>:@1T72*5[DLL34Y5::4S--YWF$E(KV M)$R"6$*%+2Y'D25Y+:,7%])/<61E7G%NBE5@8M:&M5GCD>@2&%$4%GCB=U<[ M5M!95"(Y+D:ZYFUEBQB,1-?R18BCEJ65LK4P6P2]5),A4)4 M*=#84+E\63N9RU&G,/\ NDF_MSJVM=NL]GM;+98TV5LSE6YZ>N4$6L2)U;W> M%I]MR57%XG%92^-2)<#TY7T*\HYQE20EJ;V3%.)ZY0=F<5-604!1$H7-+O): M4J21.S#@[9,;H^UO#G=Q9LG=Y52-VR:5K@S*%+=DYR%^(BRL,9=F]U8Y,CL&46G==1QM MG?(Y!CR*VF$+=G2$1I)/6R*6A(5$A@ZV;M>38GGK)"#H\/P/SI5T'<'D'Q^5% MNCX] Z*V,Y=W6>G,HIQ=G'M_GQQ7%EJUAQRC#$P+N1UD98RPLT 'SHT:-$7_V0$! end GRAPHIC 38 g901366.jpg G901366.JPG begin 644 g901366.jpg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end GRAPHIC 39 g722504.jpg G722504.JPG begin 644 g722504.jpg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end GRAPHIC 40 g389120.jpg G389120.JPG begin 644 g389120.jpg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g810753.jpg G810753.JPG begin 644 g810753.jpg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end GRAPHIC 49 g275452.jpg G275452.JPG begin 644 g275452.jpg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ƕP4E<1U(4@..&24R M!BJ@T%Y@$OY-/YZ*)_5^#+T2_-+U2CU]=2W\G=G7_A!R-_9*ZX\@JG^31^A1 M_P )1?.B'V=>.-I_0<4/I>]H6C@Y_7.80A%OE/B$(0!LG^#(6<7+U9;W_;R% M?B]]@#*7C>&L#.:Q*M;Y(<:T!_"HSB7P$L#W$MOLKU%NW.,/=.C4(\$8_'@C&9=)FUU;P M]#RL9IW1NF6%*+_+4K\Y,RHMVYQA[IT.0+<7K*]1;MSC#W3HHU" M("3LG+R!;B]97J+=N<8>Z=#D"W%ZRO46[R MIG/FO=<@@H%KS!FWUTG58-283EH&OQ:HK(HXB;2QV9;C%*@5CT'@9)+G2!Y' M"I;:#B%MN6'1W9\(N_(R9N_V7M3^\':*$ 6K-&BQ$L8.'# !0H4 %,FC1D4, M N6+@!U"CCCCBU4! @@A45BBBB54AAAT55UU4TTSG+^>A+R&ZD)%<[96$MPM MMQI28O-]?1#Y5515Q$6"@"BDK"0J$11R2BEJ9 R7.D#Y,<8J<*#@F"XH@(E% M<_B63=J[C7EM<<8EMKBMNW2@I*A$5P#NZWIJY+<=K3+ G:E5AK"$GOJW:B E M.21R9PBK&PX_P N(-L[@V6Q5QTM!=5;;3BN':^R]M;? MNQ79Z4;1FT:5F@U4I $H2"1Y45S-98F$0!(S41#84ED8L*L!IB*$?H14\"7V MA=532T=4+RJJ:?\ S7ZD'KG*7]8S:^6?YY?KBYFT#Z2C>IXQJ_Z3V+SMO)7J M=NM$S"RTL.3!UE-1%'J95D''9=(9PXY*Y2'6(O#EW_8RXZ]6MJ,C% 9\2AP! MITPRA;S1-*5^<5CUIY MQ>LKU%NW.,/=.@"B^T#Z2C>IXPV@?24;U/&)T<@6 MXO65ZBW;G&'NG0Y MQ>LKU%NW.,/=.@"B^T#Z2C>IXPV@?24;U/&)T<@6XO6 M5ZBW;G&'NG0Y MQ>LKU%NW.,/=.@""/A?%5-6/F&TZ:I3E_#O<+U3E/^JP3Y M/KE^N-#>-R_PG['9S62L=BJH+V4N3.08*Y>9\IY=)ORNVE6$QNBE[<3-UJB! M3;FSEL3P2D;HH\Q,U*AY5)R)3KI+D@# E1F--"--:--D:+B*[FI#-&D[:RIX M2B]%!"$(GQ7PCFGUR^N7VQQ',O7+ZY?; 'J*^#J5T4Z/>)/CJIE^#>N7IJE+ MT\H"Z$_%Z9_).4_JG+Y8MOM ^DHWJ>,:O&A;B(\[H:7.,KW2 MPMY:9U6(36"@>87LN&FB? 1-Y8]OAR R4Q28BLHR47.I^6JGCHI690F( 2+5 MPY MQ>LKU%NW.,/=.C(.)-H;[XQL7@]MY.$HOM ^DHWJ>,-H'T ME&]3QB='(%N+UE>HMVYQA[IT.0+<7K*]1;MSC#W3HXIVBB^T#Z2C>IXPV@?2 M4;U/&)T<@6XO65ZBW;G&'NG0Y MQ>LKU%NW.,/=.@"B^T#Z2C>IXPV@?24;U M/&)T<@6XO65ZBW;G&'NG0Y MQ>LKU%NW.,/=.@"B^T#Z2C>IXPV@?24;U/&) MT<@6XO65ZBW;G&'NG0Y MQ>LKU%NW.,/=.@"B^T#Z2C>IXPV@?24;U/&)T<@ M6XO65ZBW;G&'NG0Y MQ>LKU%NW.,/=.@#]YJ65T3T[LZ_%73/_X@Y&>JJ4_7 M:5UREZI_TSG*7USE*/(,I_DT?H4?\)1Z?^?F$K\:>#68SG.:@N>;T*-[%^^R MV9:#P>..AIIND!+MHY#HS>B7YI>J47SHA]G7CC:?T'%#Z7O:%HX.?USF$(1;Y3XA" M$ ;7W@C,Y2S;R6G.0K\7OL 92\;PU@9S6)5K?)#C6@/X5&<2^ E@>XEM[F)=:)(0Q M2HR#()*>H^?E2\YJ,RNW*C;L_(%N+UE>HMVYQA[IT9ETF;6UO#T/*Q_?\S3N MC?92B[,OXM3ZG?\ ^]Y1?:!])1O4\8;0/I*-ZGC$Z.0+<7K*]1;MSC#W3H<@ M6XO65ZBW;G&'NG1 2=E%]H'TE&]3QAM ^DHWJ>,3HY MQ>LKU%NW.,/=.AR! M;B]97J+=N<8>Z= '67PBVNBK1ES=E3535/XKVI]$JI3G^,):*7JE/Y9RE]RIG/FO=<@@H%KS!FWUTG58-283EH&OQ:HK(HXB;2QV9; MC%*@5CT'@9)+G2!Y'"I;:#B%MN6'0!M%QQ/U?ZT_;*/QUP+B,*U+26'[WS);X(9A<=KR74UMMU)!%&#+@B*"PKF2A$K(8P*$7 D*-34,.*&"%36+731 M/^NW'(WGDWD-VM%=1W0UG.DIJ^VW(WE,DM(*^A*Y8$^E+**L)HYI.5$I3(C@ M'$]0(F1RAPJ,$8+C"!"4US B;H6_S1U0O\Z_4@_:,VHN;$,-"ZJFEHZH7E54 MT_\ FOU(/7.4OZQFU\L_SR_7%S-H'TE&]3Q@#.$8;0/I*-ZGC#:!])1O4\8 MSA&&T#Z2C>IXPV@?24;U/& -/OPOG\7S#;^_>X7[+!(T-HWR/"^*J:L?,-IT MU2G+^'>X7JG*?]5@GR?7+]<:&\::T9[(T7$5W-2&:-)VUE3PE%Z*"$(1/BOA M'-/KE]L2/T;U_O W1BW$1%\'4KHIT>\2?'53 M+\&]3A,X1AM ^DHWJ>,-H'TE&]3QCBG:,X1AM ^DHWJ>,-H'TE&]3Q@#.$ M8;0/I*-ZGC#:!])1O4\8 SA&&T#Z2C>IXPV@?24;U/& ,X1AM ^DHWJ>,-H' MTE&]3Q@#I-J6_D[LZ_\ "#D;^R5UQY!5/\FC]"C_ (2CU\]2RNB>G=G7XJZ9 M_P#Q!R,]54I^NTKKE+U3_IG.4OKG*4>093_)H_0H_P"$HOG1#[.O'&T_H.*' MTO>T+1P<_KG,(0BWRGQ"$( VO_!&/QW,EO\ "H'^V-C1Z",>?;X(S.4LV\EI MSG*4N2H'Z9SE*7_N-BR_I_/.7ZX] _:!])1O4\8S+I,VNK>'H>5C-.Z-]E*+ M_+4>H9PC#:!])1O4\8;0/I*-ZGC$!)V9PC#:!])1O4\8;0/I*-ZGC $4/"+O MR,F;O]E[4_O!VBA&/A%M=%6C+F[*FJFJ?Q7M3Z)52G/\82T4O5*?RSE+ZYP@ M"JE\AK@$[?GS]J[?(EQ[A$CR:(UT9>2O4[=:)F%EI8'+O^QEQUZM M;49&* SXE#@#3IAE"WFB:4K\XK'K3R!;B]97J+=N<8>Z='4S0M_FCJA?YU^I M!^T9M1LKU%NW.,/=.BC4( G+R!;B]97J+ M=N<8>Z=#D"W%ZRO46[\)^QV7 M2;\KMI5A,;HI>W$S=:H@4VYLY;$\$I&Z*/,3-2H>52RX::)\!$WECV^'(#)3%)B*RC)1.BE9E"8@!(M7#D"W%ZRO46[HMVYQA[IT4:A'%.T3EY MQ>LKU%NW.,/=.AR!;B]9 M7J+=N<8>Z=%&H0!.7D"W%ZRO46[HMVYQA[IT4:A $Y>0+< M7K*]1;MSC#W3H<@6XO65ZBW;G&'NG11J$ 3EY MQ>LKU%NW.,/=.AR!;B]97 MJ+=N<8>Z=%&H0!"W/S"5^-/!K,9SG-07/-Z%&]B_?9;,M!X/''0TTW2 EVT< MAT9O.8LB8R("R.@K 8-1!7!25Q'4A2 XX9)3(&*J#07F 2_DT_GHHG]7X,O1 M+\TO5*/7UU+?R=V=?^$'(W]DKKCR"J?Y-'Z%'_"47SHA]G7CC:?T'%#Z7O:% MHX.?USF$(1;Y3XA"$ ;)_@R%G%R]66]_V\A7XO?8 REXWAK SFL2K6^2'&M M?PJ,XE\!+ ]Q+;W,2ZT20ABE1D&024]1\_*EYS49E=N5&W9^0+<7K*]1;MSC M#W3HU"/!&/QW,EO\*@?[8V-'H(QF729M=6\/0\K&:=T;IEA2B_RU*_.3,G+R M!;B]97J+=N<8>Z=#D"W%ZRO46[LKU%NW.,/=.BC4( U=-=O#YZVUTH1PJ6V@XA;;EAT=V?"+OR,F;O\ M9>U/[P=HH0!9=QN5OM!&/.)T+*:WT)-H"K/*RN< ($"LC!@$F7D*9,5AATB& M3A@N4+!2JF*9-F "I>@4P,$'7_K3%1-6TQ/64<^35$E5*%%%,4D\R"<(*! X M$&8*'29LO6(7,E3( @8P X(E80H5=-=%55-4IQU^R?M*OW;9C(+-D8I6KV[O MG8R] *&HB^;D'47M#YUMBFZIS!)'CI1,&,MX\;#$(DG010S1W8%0A39? M/$NSR_8?'VW5KG4IIBJXV\36S:T*AT&:$(DHN=VN!XF41!D<\1FI!;@CAFW4 M408(M6*EI107S0G*N14$"7VA=712T=4'RJZ:?'K7ZD'B\JJ4O'_W&;7J\<_3 MZY?KE%R]L%TH>_3QB%!/11=;)?E^798K4_S[QY;V0&0=W,DW5;:U2K8HFRTZ MXEYG)6XW8820W!:1<6)EZAJ29(M,\IFA_,R!;;"5C[847^_S2N3'78:H7:#' M+W&P!;C;!=*'OT\8;8+I0]^GC$1^:5R8Z[#5"[08Y>XV'-*Y,==AJA=H,_3QAM@NE#WZ>,1'YI7)CKL-4+M!CE[C8X7IIG*?JM97X_5.?J\DGD!X/17E8 MD-U R3U/\_;WHK153BXV$RX9G'Q5*H2PH$9)AU23J2=GDX0(T93O&3%J$$%H MF!5533135.=4^K?\4,Q&^EEE3_M]C/=I%S8-QY8K%8::VUR5OXB*6I>_H:=L MD>K-.^1F3EF8JKJN3/\ +V+FG;V9TYC/ =\O]]FN-"^@;3R04T34J*B2.36B MC1CU5K*>1$3//+\V:HG2[LXIU58H]Y:O-S;OA-Z_+>:"$ M6KSORWE)_!U!**='O$GRJZ*?P;UR]-4I>GE 70GXO3/U^*EEH;3; M**=6+-26^CII5C57,Z6"GCB?J.5K5_3QAM@N ME#WZ>,1'YI7)CKL-4+M!CE[C8XV'-*Y,==AJA=H,_3QAM@NE#WZ>,1 M'YI7)CKL-4+M!CE[C8+RT9+W7#:+H8+ZUD-2] MV,IZM]8:CM:ZVM8ZF4=Q-IP$!TM;0U4N'9( 0=.54TT8(G00Q@:Q"XXE%(E$ MZI52G]_%"\1O1+E994^B4I2_Z=8SU2EXI?U:?)%HX Q?:<-4EP@N252OJ:F* M6+\/"V5-1D2L=K*LC,ES7NR7-/D5AC["%VQ+5V^:W.HVLIJ>2*3\3-)$[6?* MCDU49#+FFKGFJJG:F61H(0C?O_BAF(WTLLJ?]OL9[M(?Q0S$;Z665/\ M]C/ M=I$_ZU,+_I<_*1_4?>2[LX!U58H]Y:O-S;OA-Z_+>:"$(W[_ .*&8C?2RRI_ MV^QGNTA_%#,1OI994_[?8SW:PZU,+_I<_*1_4?>2[LW55BCWEJ\W-N^$WK\M MY,[P1JJFG-O):=4Y4REBH'XYSG*4I?\ >-BR]<_SSE+ZYQZ!VV"Z4/?IXQK, MV"\&K9V*[E6GCC?J,9S62=3C0I-A><%OJK I:HK-Z2B55Y(YTZ2/)[\VY M/XV'-*Y M,==AJA=H,S+>QRJ=J6G=-PV]:CM9; M*731:#40.J*=JJI M]9,(LF6R&NPH56=0[D)BK:LTO5#/!0+*V-R*_4A(M6I-M1N4GK;?"R%*NT.U MB0 _KRED5L*#3.,P6XYQ.;!C\J\]3,Y=ZW;Y4<>1$5!)LM>MP H7-3[@6]75 M8JJ2NOBL$JH==I7:B /4Q;BZ+!OFI3:UR!6TEF:F^73EDP39*D[FJ9 H>WB^ M/UQTA=N>Y;5L-N&%!\O9E+RI<=JVT#6U5Q6W?!AB*8JBL!CK0*C0(O6T*#(M M9M7&/#$4!!-"E28R>3+DOXE[UBQUL;:/Z^LK#$;V%*FZ2+O,"U3(M2YW6Y6A M;H$VO@!*:D[5UHMY40F&"B&%%-3EQUT!D#Y8JG-DB8<)M,3C '4U*U$U!LJX M+9.6R7G>FD[A+R4[W.IW)0#+H2"KAS^NWAJDI[3;2#;-%+/$N@.IJHIAOI(P MR"L5LY7%@7:Q/<;_)L MI'M.0JLXB(M1JZ=-O$;,"JVTZ5A.3EA,N.49KA3+NFBZN13"!) MR5'?.%P%^I2J3)_?<+RI4U2JG+QRIG*,&XEY%;)6W1I[VG;-LS]L;2)KU>#3<[E(.@G9CB,VN0;\-F;?46NM-QH6^N8Y+V-1E,DNHT MH]9@"ZK E9H[3=(D\P5[K2Z[R,& M_-OF?F<\6\R4(N!=9@W%LN\+Q6(,6Q1A")A#('[^,6A#>B^&SR\S[45&:[6( MEA-TRMI)TO5*RM^L?[V>8 6G0B:LS[NVJ'O.:= +;04ENN!/4'*>8SF;KT1S M8I1TD[A(J\554-^-MXM8J=0%(BKM]Q#EUU.4TDM]53D2Q2P E$D%#M:NT,>I M)7V\F("0T5D5L#MDI6GM]3;Z:F%S(B0;1B@M2H>VQZ\14$2ZQ1.1%"W=&(ZEF"EBIJ_2PU&9EW&&4@+K M756R,FEBJ*Y?BTH5N ZTG+2X$W\VL:AMTVY?4X>4TEL+%L6LXWS>=B M>3- )%O[ YI09:FOU/P!MW^6U0XPZ5U*9SA3/%(HJ)RH43#BG]V, MY58I!M-;J?N/3C9!UJ/J]S<4[:O:S]NS;C+DV)9Q.N;>JXQ DV5UVM52:$[2 MN-.FYCB2X#3G5CRI*UJLW*W_ "-LP'L$QCF--TKCW582%:=G'%VWZ5;=6<"Z M>MRR*T-U(%W&Z1=#64V\L @G#"XFF2;"2P#\U J0K".M=%HI!,@):4:" _[X MX91)V0+DO0TJVFH,5RV9>7Q;5&ZN"JHBN?03ZFZ4YJOLF8%;BD0R8'%$%&%K$$KJG_?@!"$( 0A" $(0 M@!"$( 0A" $(0@!"$( 1U\O5CTV+[+#1#?MZFM^Z;2?MMG"W EU%N0UK MJ- )H*R$I&!%(I).) E*1!AJ)D5.1_:R"\DI6$&8DA '^"Q^-+9LU8QKV*-. MQ]701&JM.]8)NNXKC4%1^*OQI?3J>I;XTNHD.05',J)(;GFBCN!6''5W%0GA M+#@'/+)LX;%_JW:L.CW+M0H68!H: =OG1\)H]P&K<%B@W9;3U8Z\EK!)=:B@ MB.9=*@RF=.J!%4 4#@RH7*BI5!41(-E30@8:$ ?';=8-L.V+X8SJ;#P>(R+; ME5)/)JM=P&Z%N?\ ".0QD:F))5V.%Q"U K#A+TV::)0L*CF:P!3+N55YT&%@ M2HX33D_[QCK:'^ &Q5I[)4N.MW VI8C>81-R"I(:&.L)S9(!I::<,I0)Y1!* M&ZR! GRAPHIC 50 g708793.jpg G708793.JPG begin 644 g708793.jpg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g489945.jpg G489945.JPG begin 644 g489945.jpg M_]C_X 02D9)1@ ! 0$!H &@ #__@ ^1$E32S$Q-#I;,3A:04HQ+C$X6D%* M,3 W,#$N3U544%5473,W,#=?,5]%4U-?345!3E\T0U]"05(N15!3_]L 0P ! M 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! M 0$! 0$! 0$! 0$! 0$! 0$!_]L 0P$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! M 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$!_\ M$0@ VP$X P$B (1 0,1 ?_$ !\ 0 !! ,! 0$ ) @<("P4& M"@,!!/_$ &L0 % P(! @T+"P\$$@, (#! 4& $'" D1$A,4%1@9(3%1 M6%F2F)G7"A87.4%3EM+4UM@B,S4V-W%S=K*WT2,G,F%R=7=X>8&QM+6VN!HD M1Y$E)B@I0D-$14A25&*3E)6AT_ XA^'_Q < 0$ @(# 0 M!@<$!0$"" /_Q !*$0 ! P$"!0\'" H# 0(#! 41!@<2(;$3,3(T M-39!87%R GW, M6,\2:6LIZ7=0N=\G3:70:/NLOB3M@MCD3HV-,/?7V1-+*KO-U38VLR1@=6=V M=U[XL*;F!5=2Y)$B;T)5#CJSVW\FZ@]PO3]K7:)MB,4/P3@+-F!%N%,@1.8. MZ?)K'GM@D4=F*E^DK&\(B&5$C;G^Z5(T$,3UTR*)4W6+TW1A1:$"S>O#7]GK M;MQ1I">M3\F AQ/D[4+D2$:D]9&)<&'OA&'<8B(D,@P J5XB5.$Y;HO(YZ6J MB<5GL@.*GK>SG1V;*(E$W-ZD$61-EM=3F[0^:<TO]H\NB\VZ08N; MY$]QF,L,A8-..MA:9%'><9PP%DIJ&Y9Y;LLZ?Y!B.6$X1R!BG(2/&;+B?&3* MH=Y;,G>+K<5-L!5N+K.9#&\@%3MTE\T3*80T(Y-=0S8]Z;MK:>:08VHC."99 MA-+BC(^7]4N7L]Z293 ) YZ=Y*BU$)L4M\:Q/C 1SDXJ,=17$B7&=CD+V[P: M:(I2=))@WAQY%&*1(&V)@9T:3=0#9DG3>KSP]Y\PWG+&8G'(4GBV=,0)2&V$ MO>(&%4K7,;B^-:%\DP6F:1J/)#VS)*("A%1&6RT$=W7=)LE MP^Q9T1.&0R<=S]WP''\)NBF .(SL_P @U/RA\AN$(YAQ,WJU_KEE$LDD>=&Q MZBCH;'Y-C(Y(J%EEI@H&]T$@_LT&[?D;T,8&SABG'AT681YSS;F//8X?&&55 M[#^)'S*K8T-"''>-8J^G*S?8ZB#?'F<%T:\A&0_N1KZM)C\:97%OBC+$,9ZG MBD[7B'+++B/-D%T[SX[5#I'UJ:=H1C9@G[[IDPYJBTU160MD]R&QXUE,ZAWV7NZYWQLP.;DU8O:&.$L; \2EJCY;=0$L#5NV:1Y)#,=22(*LIR^39- M7ZC&Z/8C8L4R<67"%&D:ZTO4F)WB3F%L3(2,4K4729P4%O:HF5R)1T-0@K$AB.:9 R2=GW3@_:J<(-^'L.9(R@[91Q+%TYBR1*XRT M15A6.93F] M9(6%S% 35S$\1JV^E;9F.TDYVV[)[!L.6-L-,+D DK6O.;?7$(2),I/ SFB>Y1I7FF<&W MS)*9'>3.V4WC *.1N$/>6N!=47',0-&>I%I[52E> @M#EQ@Q2\IY$[QU:B(0 MHG-.Z08QY]D)I<8HG_AS%JW>2-=.G[0/BLEO*G;$A:MU72FKCY=TXR_'V[EI]W V!A;Y9R#EG#./75NTT9?5,TJSIAJYGKLPHS+"(\8-QR$: M$L=V=.A(51U9< P*Y(W&%FA+[\IHFP3E3,6(,A/V54$DT\Y-P1C#/#NW MX5R"[07$3AJ4+ /#DBFD^1M8XHDBDN$>D)2N"!S<7(HY38 V:_0KC=%@!K7V M5]4NJ*>310T:I,*-V(HZVZ(U^E[&$CPA)6]EP)(-*[^D=)FPQ..X]FD;@D9B M&7#CGES>'1KB[O-TC>GA^-F9UCD*CBT]\Y?5?L@Y4U'S7PR$,OQ5D^ M-+&-4ZH#^@)3$Y-$',;>VO21\NNSYJ)+$6FV;SK=VU":_)5'7.(0R!Z0LJ335IW M4L:+/>H##&%5DG2N2Z.)BC$-R%"I/)5B->>EC[')6EQ>#4293888]=UO9BQONJR'#:Y]B M8[#L>GT>;D\+C41?RGDF>KXTO5*5XY*&YB8UO'&B2TP$G !H51USOJ@ O65& M7]&DIG^>=)>9XAEE%";Z6,4:C,N.0/KKC #3!YI(\Q:8W/2Y-H@**LLQ*<8X0?'' M,V:WA ^+4S;+ J6\,>/CIR5*AZIF[:=F.7IQE29AS['VQ3D2.[;S(B$MQK(5 M1[*IV^-0#[J$NY*R6G)S(SO5LROLC<8XJ0FMJ<&/6HA&O;3Y,OL> S7F>2@Y M(U%X:Q*YC8IU-DC9(2H#+,J*(T@:Y#)I0CQM!NA0RR>+HS%&=]?D$28U"U(@ M6OZUN3MMG122TDJ#G,RR2N7F6<,48^:\>/9)R69-%,.XTCT<*8%PU!/28"?CG =CZKLWM:_# MA?CPOV+=CAQ[-^Q;W;WM>UNR&]K=179#@;85-CW&91= 3C5N"[Y".6OK8E*@ M[6)D,DEG&7&GJ0%QQ%ZWBC'RZEW$D*"T NY"%9'P.O!%*]D*>2W',JAKGK8F MZB02;!"'$YDR61-[5JQ/(\/:.\1KUKD1?)9:YRQ^P*]*+IE?&D&N[IW:'94S M9-Y&IFCT>G-.?[[Y$VFFD>"]S7$&&IG'H VZ[4,()K,)?CV, M9);W:>P [%0)K"2&:4ERZ+)\X)BU>*'9\C:EA(>&^/3DHRUF23'([1TP\)J1 M2ZIE9)Q +GY+RQC?#L-7Y!R?-(_"(6UKX\U+I'(%Y:)L(=);(6N)1=LYZ_+$ M:XR&3O;0PLJ$@!JIR=G)&A2%&GG@!?"J>Z%6G..7,6:F)8[+<8YE@4\"]!50 MFPR7&28)ED-B+;D;2GF)8G?%+7D.$.$MC#=-FEW1]"AB4ZCT?E<,3-BGI\&0 MV7U*[/>)LQ8:78JQ-EK*.GT;A)L=2-T7,ZIKR"P20>/LBP61$5Z"+/47D45\9-CB-N;'BZ8#*Z#W&U^-K]FU[=J]N[4!S+L[/^-IT^OD#RH6M3YKUKZ7]5&9EY,>00Q,G M==->HK+>IAYR&F8VIQ4-965,T@E$#P1*6O'3' \8VC[ \9$/BA$B?'-,?/A; ML6MQ_P#Y]ZW[5O<_:H#^!R=FMF3V5N[BA:TMS0$V4N"HA&1'8G.L=8T?9L@(F^6F6=2+&K"E0/;LHF;1C M-$B<)ZL8%+.UN#>L]:J)S;E#P0%8!4F+<4/ @=UB<)G;LA0=+D!A+8E:]2W% M%N*5QLH2E$'&W&E > )=P*+7!R!V/O<0K?56N&W"_9O6)&4]&SK*\LZ2LSP? M)":.RK2JT:A8RW-TEB0I$QS!@U#0]HCKR8L UR"/*VAZB[M&8X^-"DHQ>WN" M(AX8UR @UU2/C/\ 96P>3MU6WYD1+UONXCL[KN!:0&.4FPEZS6Q-$M*O%BO6\Z,.89+Y;$HTCY^025IBTC&RMBT]E<4Z?G6+7#I M-DUL*#8<[P!U)U$XWE&8,-JT;DH,0S?&$);D3M+YVB7W1A1-D9C#>X)53\Z2 M!0SD-8!&A67*,2J@$8KLFVBUM>H3/.H9XD\/G,,BV*,?NYJ MZ)M>97^/X8D+/N-11V@B!@+N]P^![AL5;F=QQ]AR2#=+ML(AN$9/>7S6#,3W M&9/[4YHVYM$/HKXGU)@,>:D<+94-YN#3=*\%#QTP9<1KSFB2,C0ZXP ME*MX11^?,;W(65H9WZ).QK$Y&)'UE7+V\:,LAP&..;HC5I5 MC:YIS#6IU;%RNUI^F22Y&TJ3K2EGZ?M0=.+IIOD\OQI%E6-),XLLFQZX M8YELO1 4R&6-T;>79K76<&QF:R#V=@<@&7L:ZI!E)DV.&2-OO+&4]+V"M-\E MU$,R4& FJ+LR&1,.,7%I9WQ>E:FEN3 MJ# NG9I?GS,V3(_!6J*PY5D.4K'*SBL!%X&B>F^.*II)2V9 YJ&"*%/CHD:[ MR!V)2-0EG110%0NE[A=)+G=KD[8-Z0P]9IDS+D^ M-O6[>>M#F]VNYQ,,IAN$9$A&2$#HY0:3-,E1L<@=(J]#:U(3C&F1,PB>F#0Y)Q6 H0K2TZI"X M$%J"B[+FAR:GI )4T.K:N50O2_9%B1+H_DY<4VFH<\= M'.F-YT^RW5E*5XTK.PYRSK%I+CK'K6Y'N;; ,88@TZ82TR0)&:H.$:$;Y)V' M"I$Q>+%*%%TA3RUM:U0H=&YP.$!G)2E* 4I2@%*4H!2E* _.-NSV;=CM]GM? M?[G\]?MKVO;C:_&U^S:]NU>W=J*27Z@,UP^=Z\V2&M64YB&?HD+?,%LG5PIFZ>O+ZD;3#$12J0.@53\7 MS-B.=2.2"_T?\ G#E/H(H"<"E0?]4UOM>"_P!'_G#E M/H(IU36^UX+_ $?^<.4^@B@)P*5!_P!4UOM>"_T?^<.4^@BG5-;[7@O]'_G# ME/H(H"<"E0?]4UOM>"_T?^<.4^@BG5-;[7@O]'_G#E/H(H"<"E0?]4UOM>"_ MT?\ G#E/H(IU36^UX+_1_P"<.4^@B@)P*5!_U36^UX+_ $?^<.4^@BG5-;[7 M@O\ 1_YPY3Z"* G I4'_ %36^UX+_1_YPY3Z"*=4UOM>"_T?^<.4^@B@)P*5 M!_U36^UX+_1_YPY3Z"*=4UOM>"_T?^<.4^@B@)P*5!_U36^UX+_1_P"<.4^@ MBG5-;[7@O]'_ )PY3Z"* G I4'_5-;[7@O\ 1_YPY3Z"*=4UOM>"_P!'_G#E M/H(H"<"E0?\ 5-;[7@O]'_G#E/H(IU36^UX+_1_YPY3Z"* G I4'_5-;[7@O M]'_G#E/H(IU36^UX+_1_YPY3Z"* G I4'_5-;[7@O]'_ )PY3Z"*=4UOM>"_ MT?\ G#E/H(H"<"E0?]4UOM>"_P!'_G#E/H(IU36^UX+_ $?^<.4^@B@)P*5! M_P!4UOM>"_T?^<.4^@BG5-;[7@O]'_G#E/H(H"<"E0?]4UOM>"_T?^<.4^@B MG5-;[7@O]'_G#E/H(H"<"E><74ON;[N6CK$3IG_4)MK:8V#$,7EN+HQ+7F): MYW&92!NME/*$0Q8S*6^-I\)H37,1;],FT1Y5EA%BDUCE Q7+)':E >C?FR^- M[\@'$7;OR;<;_?[%57M:UK6MV+<;?E6KXG*4ZU[?M7]R@(--B MW[4=T+^6OW(/SC1JIS:@RV+?M1W0OY:_<@_.-&JG-H!2E* 4I2@%*4H!2E* M4I2@%*4H!2E* 4I2@%*4H!2E* 4I2@%*4H!2E* 4I2@%*4H!2E* 4I2@(/O5 M&'M26?/X5]%O^-O3S2GJC#VI+/G\*^BW_&WIYI0%Z);C4UHFFOUZR!IBDV;X M-D6=Z='^)P1+"8]-H_E=S;\,1:!O+TY0][D\>9)@QPR1-?10-2B8TR MEI2NCB2R&!S-TCPI)C?3)@O'Z!CGD;00K&D4BR%CR:2WHYRVHV) 6VI4T@;6 MJ1RYN9E%B4X#$S"CD;L0P-QB)E"K%T!15PAOQXA#?CPX\;6OQX=KCV.SP M]SCVJ_;VM:UK6M:UK7#PM;L6MV;>Y0'E\VG\9:Q)@/0R[V>L:!)1+RAI"T[-:.F"0"3'&"=%EE(0)Y9_8 M'W+_ @N!/-]W^EW6)^Q;]J.Z%_+7[D'YQHU4YM 1Q>P/N7^$%P)YON_TNZ> MP/N7^$%P)YON_P!+NI':4!'%[ ^Y?X07 GF^[_2[KB7_ WN9,;$]/1>O;!; ML8T-+DZ%M270&G1J7,;>B/6 ;TRM;J\LC2J%HB;)B5*P04I!AH35 K% '>LA M=:FL?$N@[3_)]26;4LQ68]B3O$F5T(@;$EDYQ(3;F%6/3GDW,"'G232^4 6WH+!MFTX75%GV;5UD#9'1.E@B= M(Q)&M8YS%5/VD:]BJGFM#%*5)K)@2R>110IT'LPK00I-B)OS&0QRH@K5YSSJ MX+6)8I;"EK#:[>GG(7PA+ 6L&'N+>J =HZ) M-^E%M;U&N=21H^CRF+8Y&OQ-C4TZ1,I^-+XF+(G@D\B3%N1R2(JZ)#]4:;73-D'&.4':3:\II-<98CF6'2W>4X@Q-<4S9)W(8) M*)"_S B/.T?('*37?'$6.2J8R7&69,40M(LQC N,Y&;^B&%'\BM+[._XX4[S M#_2O!O\ G-!_63\.-.\F^]@?][WM:UNS>]JU=?95HV6^..T:*HHY)6J^)D\:QN>Q%R52=:"5%(#>N#8R4.S%G&9Z>RXNFVT%QDF?LC0"%N>2I2F MCS:/6"66XLS?CEC>YN!\&J2HEK$U'W17/<5+K U1I(:AKYE(4F:FENECEJ:R3J0@KRE8&\:>(K,HX*=< /\ M6>6M3+3RI:4EB;\[/#6\DGQLPF3 9U"AM4-:!>V/.%J;_0?[*_AQIWF9EL]) MOM)^)BE/LA:P\?Q&%SI;N186?HK/,:R;-3&ZQ;;A6NY?L+0M@C,GF&551 ]7 MB-2&)1MCF<37.(4Q*N0& ?T);>Q+C0JP)LERL&;E)Y19Q&X5@ XDT 3"3BMO M[G"C2AAL(LTH8=7EPC+,!<(RQAO<(P""(-[VO:]53+1#C'(.)H9@:83B+N6, M,;L#;BF"+4;6 D#*?(\04 HIW9BBB@! 666X("RRRP6L$ "?8("P!M8( 6M M8( !L&W8M:FIO]!_LK^'&G>,MGI-]I/Q(_O8'W+_ @N!/-]W^EW3V!]R_P@ MN!/-]W^EW4C81!&$(P"L( PV$$0;V$$016XA$$5KWM>U[7M>U[7O:]NS:][5 M570[$<7L#[E_A!<">;[O]+NGL#[E_A!<">;[O]+NI':4!'%[ ^Y?X07 GF^[ M_2[I[ ^Y?X07 GF^[_2[J1VE 1Q>P/N7^$%P)YON_P!+NGL#[E_A!<">;[O] M+NI':4!'%[ ^Y?X07 GF^[_2[I[ ^Y?X07 GF^[_ $NZS-S1F"$X#QE*LNY& M4NR.$PM*A72%8QQ]YE+FD1+G=O9@JR6&/(W!X7$)E+DG.7"1(S[HT(%*XX(4 MZ8X8;1M6LS"+MAL6;R5\M118G($AQ.N:'J"2I@F3)DV+RQW@[S"Y1%GEN0KH M@O1R9D6(CW:5C9(J0C$C?%4A3L"Y(YF@6.]@?T*QJ^+ M,7='X0W1:U-Y;J<6-4J)L//-?Y;1@_3]E^&XX4/"K.F!,A: MD"XZ\OJ9O!'8+BG#";+LL8U#H20,"V3N"ES8H0Q'$I@M0%KFHDBZXVQK&WK0 M/I[ ^Y?X07 GF^[_ $NZ>P/N7^$%P)YON_TNZHC6O57,%,J4,./$EV9Q@6K> M7X?/=I$H0J9$ITA2*!PZ4IYH!&TN8HTWS613T@V/*&Q,\+6EF8G YU1*5[@W MI YJX8R 9E?$.+,H&M@&4W(V.(+/#&#UGXB4X29(PHI E0-9KF[R=>LCT3:'H+:2V,Y;DYRI2VO29E)8WCAP/N7^$%P)YON_TNZM.KW)9;?%V M5YV@QI'@.<NNH>>X34L9-8.),K8Z1Y7T@=/X'%] M'XL4OCV)1K#P4D:1(IWU1<^"R6;'H]O=E-KQ1TNY)4)S3:Z'HZ[@E5FEZHP] MJ2SY_"OHM_QMZ>:4!+FLS1BA!>?@4Y!B8#L5O,?CF1$P'E(-C[-- MF>G!&F$@/;S2O:Q\<&E(>A9K/,KEK_-'1O8DR MHPQ46PLR^1J&5CZ)N!0-I;T1AY)!HQD%@1;[%PP!B.Z#RAA#QWK]R#ARA6MQ M_7&C7:XW[/;M_KM4Y?/%>^E^.']->7;:DTBCSF=N=3(.IS5YA[F-Y/<08[Q3 M!>;+X\AAO2_)+(9TW.8[1=YYU\7=%7 XN'10>B2TR4/,@YKLRQ];@-[_ !W( MO*H%\P* DFYXKWTOQP_IISQ7OI?CA_34;/6X#>_QW(O*H%\P*=;@-[_'&MLO,,\%JLUGY5Z6S7"27UF9ESO>=P%PLZY6C3=T2YQV\3:>BU3; M=19Y5]L5'@Z$\[XV-\5+V5!W^456;0OK MXA2E*M J\S7VU[VMN(:$[WO:UK:P-.=[WOV+6M;+$6XWO?W+6K;NR PN[$]A MY8+WZ5.MKAY0>/81*>-KVX\>QV>-OO\ &M/_ *"(Y>8:XM'<2L_22+7D^I_! M4?M)H20IY@WF^0+9V*-O M$QH)-=NKCW$7,+58;G9M=]3HEK2Y6;;W6V;W9#ZQ2K*VQ?T/9(Y).>+Z)0GJ M".QRBQ\.2,/&W*!>]N-N/&B*MZ9^%-*?@G<"52/ MF%!8F6US"[<&EL[%QAMPMT"GX=CCW.U^U7,<\5[Z7XX?TU&FGV\#'<@IVMKD MW$FRSJ"SGTM:-3PD+2W=,;=&W;VI%ZQ#N@VM!<_H-M250+Y@5U.Q)-SQ7OI?CA_33GBO?2_'#^FHV> MMP&]_CN1>50+Y@4ZW ;W^.Y%Y5 OF!0$DW/%>^E^.']-.>*]]+\WN["N/4!)1C+2C2O+<>F4&%*BU(1$6"*Y$&QS!L=QU?& M(LT)$+4\O\LE3X4H5J7=2^2.=/CA))8[OCD['JW![6O+NZ+#52AS//$(BY*( M 2D29,F)P6ZW ;W^.Y%Y5 OF!3K\1/BDK,&Z"/D4461PQM51MW4@?'U.J6LYB,Q2D>WA(=RT[DK M+-MP]Z-].TB8BHH\1%0MAR"/M$/C\,-ELH]:,.A+9CE1B1;!8/'K/5FV&PJ6 M8Z5'Q>>1>.D-[/.$-RCI,E<5Z9*L(Q_ZW ;W^.Y%Y5 OF!3KE"!S<48$C/E%2T+\E$QM,0L EBJB?NL M>C[U,%L?);U;\],+.[KCC%[>G/#XJE3@KL38Y:I4*!F'#P'ZW ;W^.Y%Y5 M OF!3K[$XN ME!,GM'$+FQ22+N\=4/AI!:.\A1.*@UN)$;<36XEFF)AW7BT%@T*A#)C:+Q]E M9X)'&!)%F:+)DY F=)'T*0*%.V72'50+Y@4!F-.,#86R+%F*$RZ Q=RBD91.#4P,1 M"4+0W-3&\1Y=$GR-HB&4UNL1%I#%'-PB\CBX+VC\@C:U2QO#:M;#;IJX=3IL MPBO?T-WK50+Y@4!)-SQ7O MI?CA_33GBO?2_'#^FHV>MP&]_CN1>50+Y@4ZW ;W^.Y%Y5 OF!0&,WJBXP M MI+/G)& 7Z[&BVW8%:_9ZMO3U?AV+]OA:]_O6O?W+TK";?-T5CQ!MJY>R"+5G MK7R?TAROI"MZR,OY\O-\>O-G36#@IFXOT:O$6KIB)MNX6=6K_/2>A'E$@7\3 M.A;$FJ ]3E?E^U_.'^FU6GS-FF"X(B2*99 7GH6IUF4$QZT[A,LERQJ MA$*9AKEZIN9&BSU)GIM:P.TB=V9B1G*BNCW1+8PKG.?QID..Y9Q_$,DQ+IKZ MVYLPMLB9K/;.X,#L!"XE!.*+<&=T(3K4*LJ_*+.)-+N&X@_^D:-=RUZG,Y5NX+Q! M_%H"JE4\JW<%X@_BTY5NX+Q!_%H" SU3![4=G/\ '_3[^>B(UK)*V;7JF"]K M[1V<^%K_ &_Z?>V$5O\ 31$>[:W8_;[7'A;MWM6LEKT1BFWN5?;%1X.A/.^- MC?%2]EP^(J12E*M J\S8VUO;$="7\<#3E^=F+5MWY!]@7K]ZG3^I**U$&VM[ M8AH2_C@:( M/XM.5;N"\0?Q:ZG8JI5/*MW!>(/XM.5;N"\0?Q: JI5/*MW!>(/XM.5;N"\0 M?Q: JI5/*MW!>(/XM.5;N"\0?Q: JI5/*MW!>(/XM.5;N"\0?Q: JI5/*MW! M>(/XM.5;N"\0?Q: JI5/*MW!>(/XM.5;N"\0?Q: JI5/*MW!>(/XM.5;N"\0 M?Q: JI5/*MW!>(/XM.5;N"\0?Q: JI5/*MW!>(/XM.5;N"\0?Q: A ]48>U) M9\_A7T6_XV]/-*_/5%XK7VDL^=O[J^BWMA%;_IMZ>>[:W<_H[MJ4!*5J1P:W MZB\6..*GMQ;R(Z]OD46READ,7:9O",@19CD;<\2+&F18<\#3IY-CZ?M2-3&Y M8S%N#<:L;5HP74F)[*$*WDM/F("\!X6QQAPF7R>=)L=QI%&$X*W%R/2,Z$Q,QL_31T=G0ID;&U.Y.[LN*4.*F\U?E^U_.'^FU >7 MW:>T':.]2H]SO(.>=.N+%QBO>6CK16VCWE> O@67\KK$W8M^U'="_EK]R#\XT:J5X"^!9?RNG6BMM'O*\!? LOY74C=* \H6_[M[Z*=/FV1F+)N%= M,^)L:Y :)MA%$V2Z*1DMM>T*1[RO&FAV3IEECS!EE.#:K4(U0;6Y)JU'9S_'_ $^_GHB-:R2O1&*;>Y5]L5'@Z$\[XV-\5+V5 GJ\ MHJETJO>*4I5H%7F6N@:(QJ?ZY='$%F;(WR2(3/5#@F+2F/.Q%E+6^QY^R5'& MQX9W%/>X>?0N*!2>D5$\H/.$&C!QMQXUL^5.U#MQ,)![ZSZ-L%-SNRA,>6EP M2PXHM4WNC3RG%L7)C+*;\VH0KDJ94098-N0<2 0;6O:W#64[:WMB.A+^.!IR M_.S%JV[\@^P+U^]3I_4E%41C:SVM8G5)?$H7SBDW*MCK<2^O4'9R*CEB,X&# M%<0S+6-,%?LW&89;EC'>_NW$,5Q7OW;WI5(/K9?X,O\ (#55:XWXIRQ%\3 " MN$9=KFEBMV+@,+MRP#M?W+A&&PK7[MK4JD?ULS\&9^0*N6ZZZNUK.+FO4F=%!YQ0M7JE"H\=[<1G'#%?C M>_&OOUHK;1[RO 7P++^5U(''OL"R_O2V_P!13US%5@_9NYSM*D^9L&\UNA". M3K16VCWE> O@67\KIUHK;1[RO 7P++^5U(W2NIV(Y.M%;:/>5X"^!9?RNG6B MMM'O*\!? LOY74C=* CDZT5MH]Y7@+X%E_*Z=:*VT>\KP%\"R_E=2-TH".3K M16VCWE> O@67\KIUHK;1[RO 7P++^5U(W2@(Y.M%;:/>5X"^!9?RNG6BMM'O M*\!? LOY763>0M2$ QYF/$.!E87%^R?F4$@23U[:W MN4L+R9$&16[-Z1R71ELDSBE,/$>:TV0IE:LC^ [53B0O//4Y%+WE9DDA7&FY MT1(V8XY&R.,R@LZR1%"747/ \KP%\"R_E=2-TH".3K16VCWE> O@67\KKKDQ MVN=JW'\2E$[F6D+3Q'XC"XZ]RR4ORZ%_YDR1R-M:MZ?'=9,],84H)"M;%ZI-']/&%<)Q]((PB5%"861V7Q^1L5GQ()&0K4%B.:.C3*)R(UVB9:V93 MV%M>%&C$N0W=R3PLEP22W#J7 D$,A![ I9FA>MN^+IXSS-0["$GR"QAC*.8F MC"B+QGHPU.X2R>3MZ<'$Q,8X/4QR9-7_ "%-W];9$E0H"5#W+)*[N0DC O@67\KJ1NE 1R=:*V MT>\KP%\"R_E=.M%;:/>5X"^!9?RNI&Z4!Y;M]+;LT08$VTLOY4PYIBQ'CG(L M9RMI!LP3&+1D#<^-(7K6'@F/NUD2RQY@B;.#,ZN#:IX!O8Q(K/+O;ZNUPJS0 M]48>U)9\_A7T6_XV]/-* E-U%9V9-/&-39XZ,CU*W)PE,&Q]"X;'$YRI[F&0 M2F"\(&EY3B0.:=:VJD3VTM+T@6(U"%X: MFUR3JD)']&1\:Q3*D?31V6HC5"9NDD4F3(M1*3$#LP2Z#2)NE<2D;,XD?JJ- MR97UJ1JRN-C4BTBREK=4B]H7N"!5]L=8[B.*(6Q0"#-0&:,QXD\I B":YKU:P\8C3Q7H#S:;3VO'1WIJ'N=X M^SSJ*Q;BJ;*=Y3<1DA$9F4C+:W_4P%\-"_DE8F;%UK7B.Z%QX^W7[D':O>W^D:-=R]JG,Y-N MZ+QQ_&H".;KNNVCWZF OAH7\DIUW7;1[]3 7PT+^25(SR;=T7CC^-3DV[HO' M'\:@/*)O^[A&BC4%MD9BQEA;4QB7)60'B;816M<1BDF+2$6OLK9M>J8+6MM'9SX7O\ ;_I][8A7_P!- M$1[M[]C]KM<>%^W:U:R6O1&*;>Y5]L5'A*$\[XV-\5+V5!W^457'YKN!-9=> M\4I2K0*O,M= TNC4 URZ.)U,WMOC<0AFJ'!,IE,A=C[)FMBCS#DJ..;P\.*B M]AEF)1BI MP=';E-S8A3%V36YQ0N7*DR4@NPK\LXX 0WO>]N.LIVUO;$-"7\<#3EVK\+_= M8BWNV[-OOVK;O/X;=(GJ_9^Q3I_PA<.RB4^YQX?^W8]RJ(QM;K6)U27Q*%\X MI-RK8ZW%W:@[XO\ [$5/($7P+&&X1EVL48&_8N PNW(&"]OR+[$ MMG:$*W_(4_./XU.3;NB\_4P%\-"_DE2,\FW=%XX_C4Y-NZ+QQ_&H".;KNNVCWZF OAH7\DIUW7; M1[]3 7PT+^25(SR;=T7CC^-3DV[HO''\:@(YNNZ[:/?J8"^&A?R2OGUWK;,[ M]G3]\-R?DM2."#:UK7M<7[(/_#%[HK=V_9K5+SC>6W36V;3-N0ZZ<^)D2"8R MU"B3%/,;L6F1HI&Z)4B][<:E.#."E;A2^L9 M15%+ M$V!TGE*RHCDG65&Y&I1R+]%8ERK[M=+KR,82X4T6#$=))6PU$S:QTS M&:@C%5JPI&KE=EN;F5)4NNOSIZSW@YF*21'*9TC)!#V]:G.+8)(U(X2M<7J/&/;):1(VJ2NR(=C M :G=N!]U'8PU1Y"W-=/+YE/')*%(4\Q @B"JC(X5&IU&9%BIG77D\D6HL'Y# M422*9"GN-)$=,"''+./V:U_O7LD[-:X MD.]'NKW$&U]=^?\ A<5K?9J-=W\5:V4VV1D.;Y8TD5NCNY&)B4Q!BUMV6Q-V.6 ML#MTH)+973H!24(H!G03LWK4"GDEAY"I,<"_&X;WOQO1RW_MBS_SBK_YJNCG M2W#*HG&V+)DZJ!REMC\YDMV]V61M: IL2.ZNZ[:/?J8"^&A?R2LC],UK7@KKQX_;2N[0 MA6_YM:>Y>W_W[UJR*Y-NZ+QQ_&JO[4W0JNE70A,[/VG3]&FE2.;KNNVCWZF MOAH7\DIUW7;1[]3 7PT+^25(SR;=T7CC^-3DV[HO''\:L S#RX;Z6XGH@SWM MI9?Q7AS4[B/(V19-E;2#=@AT6DP'%\=@LNL/!,@=KHD=B"Q'6;V9J<')3P%: MQ:1(>9>_U%K"5F?ZHO#:VTEGSM_=7T6]L0K_ /3;T\]V]^[_ $=RU* G"K\O MVOYP_P!-JQTU2ZAXOIGQ.X9!DC@VMRE@.2)C!.BUN3J/EH]S9U2&E/3GG@QQ975?EG#&-YP^ MK(XB5MS#>4/L7:U4L3-+>O4K5B% ADPG9 F1J5JTY,4F"0-:LN#HDT",/8M^ MU'="_EK]R#\XT:JA;C<6_H470Q:E*+GA\[V)8^N/F]X=N1>2N+Y_T!)52H MU>N/F]X=N1>2N+Y_TZX^;WAVY%Y*XOG_ $!AIZI@]J.SG^/^GW\]$1K625L" M=_C68/,NV7F&!BTIZS\5=,IKA)5Z\\RX(O!("WV:LK1IQZ&6.W0BIRNG MLA:BN@S.C'(].DXE\]S@-?M7HC%-O=\;&^*E[*@7U>452?X44I M2K0*O,V-M;VQ'0E_' TY?G9BU;=^0?8%Z_>IT_J2BM/YH(D=X?KBT=RVS#)) M3>,:G\%2"T9AS5T]ETANT9)CJ^S)%V3HA)TWD#GS'0;.V=%)NCEYQ";GRN M1]1R@CY%K Y8+\H ^1;DU^%N/"E:XWXJD?ULS\&9^0 M*JJ26#CRABX7Y(+7OPOPX5RW73E32"5B M/?8%E_>EM_J*>N8J,]/N'F-!!33;0WN).=FH%FSIDT:81+FEQZ76Z"NX-2WU M]D]&-:^Y'1C:KYHOHE"\.W(O)7%\_Z=\.W(O M)7%\_P"G7'S>\.W(O)7%\_Z DJI4:O7'S>\.W(O)7%\_Z=YM_>MXK:Y]<>-O<-KZ#MR*UKC!QXZ6!!M MPY8>/9]?U^'W^%^' POE"Y/*O11 M94#]F']T'^FU;;':#]J^T$?Q5,-?W115J3@_L@_NK?TULNML77>9C_;TT8PH M.C77G-?6OIPQ6R>NV :SO%GZTT0]-F-=8%CVYPZ$3]%IQ . MYDOE%9"9>EI0&NW3^,W<'3I;T?9'TQ;?\ /C^BVM4C M6?J?/\T#CJA5#M*CZK3^Y86'5[:J.FD^^HI2E91CFA9"GZ7V6*F MSH4SF4*YO4<^+HKD%\WUQ\WO#MR+R5Q?/^J^M3="KZ5="$TL_:5/T::5)*J5 M&KUQ\WO#MR+R5Q?/^G7'S>\.W(O)7%\_ZP#,,:/5&'M26?/X5]%O^-O3S2L) M-\W6H/+^VKE['PM)FM?&'3[*^D*_KWR_@.\(QZS6:]8."GG@_26\N=>EPG*[ M?9J:O\R.Z+>5J!!P+Z*L<4H#U+GD$J2C"#RPFDG &6:4.W*+-+,#T, ML8!"", K7"(-[V%:]KUQK"P,<58F6,1EH;(_&XXU-K%'V%E1)VQG9&1H2D-[ M4T-+:C+*2-[8V($Z=$@0I2BDR-(02G3EEDE@!;EKWL&U[BO:UK=N][VM:WW[ MW[%+WM>UKVOQM>X;VO;M7MQMV: @QV+@ %$=T'E "+AO7[D'#E!M?A^N-&NU MQMV.U;_5:IR^9*]Z+\0/Z*@VV+?M1W0OY:_<@_.-&JG-H#Y\R5[T7X@?T4YD MKWHOQ _HKZ4H" CU2^ =H[.?) $/ZX&GV_U(;6[/LT1*W'L6[?"][?>O>WN MUK)JV;?JF#VH[.?X_P"GW\]$1K625Z(Q3;W*OMBH\'0GG?&QOBI>RX?$5(I2 ME6@5>9K[:]K7W$-"=KVM>U]8&G.U[7[-KVOEB+<;7M[MKUMW7\LOI$]"Y .5 M=J=;WOR0\;WNB4\;\>''L\;\>[QK41[:WMB.A+^.!IR_.S%JV[\@^P+U^]3I M_4E%41C:W6L3JDGB4+YQ2;DVQUN+W#B*8'ULO\&7^0&JJI!];+_!E_D!JJM< M;\52/ZV9^#,_(%554C^MF?@S/R!5RW73E32"5>/E%W8F6]RP7OTI;.S< ;W[ M"%/:WN=RN7YDKWHOQ _HKBX]]@67]Z6W^HIZYBJP?LW:W0A\^9 M*]Z+\0/Z*U[##PO:_#L7M6EGR-]T M*??CW-O[UO%;IL7:M^Z!^6&M+)D?[H<__'N;?WK>*N;$_MBWNAL_[]64WC?V MK8?35_W*0Z92E*O(HLJ!^S#^Z#_3:MM=M"%EBVOM!'* 7^Y4PUVPAOVXDBO M?MV]V][WO^W>]ZU*(/V8?W0?Z;5ML=H/VK[01_%4PU_=%%518WMR[(Z_+X=2 MW<4.ZEK]0B\0A]\YVL'*4GL&UK6X-'8M:UK=EE;[W[%N[?L_?JTM7;SK]U.3 M_>9_[$;ZM)4*H=I4?5:?W+"PZO;51TTGWU%*4K*,B_$#^BL>-,OVBNOXTKO[-::R+JOK4W0J^ ME70A-+/VE3]&FE3Y\R5[T7X@?T4YDKWHOQ _HKZ4K ,P@\]47%@#M)9\Y( ! M_78T6W[ ;6[/5MZ>K<>Q;M\+WM]Z][>[>E5>J,/:DL^?PKZ+?\;>GFE 28:L M9%!HMA"4O.2,Q/N#X:29M6.Y$>EU][N5^7 M[7\]OV_=MW: \Q.TQ+M:3$#9A5N SE)9[&UA2$G+Y;?9(W1^]%T0^7IFGZ M58>;%OVH[H7\M?N0?G&C53FT!'K[)&Z/WHNB'R],T_0"I[)&Z/WHNB'R],T_ M0"J0JE >4_U0',]<[SMA9D0YST]Z8=\;&^*E[*@3_L52W^?AN]2"E*5:!5YEQH#4RA M'KHT;*X0T,<@F:75'@=1$V*3/RV*QQYDA.2XX8RM3])VU@E;A'F9>XA3I7)[ M0QB1+&M(::M3,;H:2%$=M!E>1-S,Y.I)>M*&BY RFEG%.ZYMUSYCV(Z$OXX&G+\[, M6K;OR#[ O7[U.G]2451&-K=:Q.J2^)0OG%)N5;'6XO<.(J+F:?H!5(52@(]?9(W M1^]%T0^7IFGZ 5/9(W1^]%T0^7IFGZ 52%4H"/:V2-T6X@6'I&T0V!<#Q[-M [V['NV .]NW8 [_4WU,<\$J'.)J-:42G6CF4N&L(3'C4I MR%8I*ZB5$IU)A"8Q0G)47-*(4&)DQB@D #AIDXS!$%[J,7:M^Z!^6&M+)D?[ MH<__ ![FW]ZWBKGQ/K^OMY/JK.7N?6?C_8IO&_M6P^FK_7]"DU_\77<=_!TR ME*5>)194']D'A_UK?T_SULUMK^>;A[?MW:*D6-M,FD64P--ILQ41$Y%,-9N6 M87*7I@+CB<#6Y2"(M.BB:M<;=E:2Q1RUF;YE*4B$X0BB7Q:&W*!K*0?LP_N@ M_P!-JVV.T'[5]H(_BJ8:_NBBJHL;VY=D]?E\.XMW%#NG:_4(?$(=%D#EE)W= MU;AFF(0B"9+4O638:U\TG**:ND\WD, Q<\/71C0!"M7=%P9CZ7N M"A4VD6<$Z0IS5\-5V\Z_=3D_WF?^Q&^K25"J':5'U6G]RPL.KVU4=-)]]12E M*RC'._Q26ZS&%O.1Z=\%Z=,FPHQ68H+&=YLM?"VQO<+JYVR7;6Q4L=4X'12B*:EBLQ/5&'M2 M6?/X5]%O^-O3S2@)O3CB4Y1AZ@TLD@D C3CC1A+**+!:XAF&&#N$!98 VN(8 MQBL$(;7$*]K6O>JK"",(1AO801U[7M?W;7MV;7[5[=FU8LZNX M',\@8XB*"(I5+RB8,Z8$G$_B:(^Y:J9XPA&5HS)9Y&RTM[@*>RSV9O$Y*HJH M,LFEZ-J418\I6!WZ!5?VZ.83D?'FFS%D/RN(\$W:&ASNX-RIZ%(E,=;7"4/S MO%H@H>A#,"Y'PR(KV&)'*23E"81C*(*52I3 */, C-V+?M1W0OY:_<@_.-&J MG-KST8ZVT-T;3=-M4!NE3<,TZ8\Q7J*U*GT[T!.!2H/ M^IEWVO"@:/\ S>*GT[TZF7?:\*!H_P#-XJ?3O0'2O5,'M1V<_P ?]/OYZ(C6 MLDK8[:O=K'=[UNX*DNG;.FYGI=<,<2MUBKR[)HUH/*/):DGI@JVL!,-K&PA MM%MO/\ R.S4;X1/ M%'DM23TP4_R.S4;X1/%'DM23TP5-?G5P7]"UOL<'YSXN7BOA?S4X3_O;*^U3 M_E#SR;:WMB.A+^.!IR_.S%JV[\@^P+U^]3I_4E%>'[$?J3K5OA/*N-W&YC++7(RW% G&H1C, !25810AA M".][3JJ=+^^LJ(4IS=T#2 (M42>0;;K>2KC<"@L99EN(L["[-PC%;ZJPK7X_ M56%:][7K##S":S<(ZZS:FSFU21TE.^.5*F)D3E>Z;5$R49+*BIDZZJJ9^#A+ M/P$P9M'!NAM"FM!U,Z2JG9)$M-*^5N2V)6+EJ^*)47*761'9L]_ 73!];+_! ME_D!JJL2K;=^\W:UK6W,M(O"UK6M_O>)/:M;A;_3+W*_>MX;S?A,M(OF\2?3 M+6)\OT'FJ/Z3.+ZWC7NXS:?(U7Z4/MN_UY?A;\ M)EI%\WB3Z9:_+[=^\W>U[7W,M(O"]KVO_O>)/:O;A?\ TR]RN4P@H$5%NJ,R MHO\ QMXOK.7NXQ\C5?GA]MW^G+\+F]!L>^P++^]+;_44]*F][%D%A*+M?AG:UNP ;=BP0VX< A#;A:WVZF7?:\*! MH_\ -XJ?3O4**GT[UPMIFWVK7#?KH&C^_)$$5O][R5V[(;V%;LASQ:] MNS;MVO:__#C>P\7^%%F8,RVH^TFU2I61TC8?)862JBPNG M5^7ES19*72MR;LJ_/K7)?7N'V"]I830V;'9SJ5KJ22J=+Y3*^)+IFP(S(R(I M?^1V:C?")XH\EJ2>F"G^1V:C?")XH\EJ2>F"K,^=7 M!?T+6^QP?G/BY>*^M/FIPG_>V5]JG_*'D.!^S#^Z#_3:MMCM!^U?:"/XJF&O M[HHJ\H%O4=FHZU[7MN)XHXVO:_\ ^+4D]S_]P5.+@K;_ -Z33MAK&&"<;[G. ME!+ L1PE@@$03N^@)>[NA,>C:(#>V%N#F=G0HQ X?8861A+14%/9S:QLE-5232>4P1Q-R'0JQ,E63RWKE+G143-GO4GN 6!U MK8-5M?46B^CKDKNK>W3)/IEJ.4UN445-3Q/2?*BABC==&U4RF,8U51=42 M]+T54S(MR:V;\)EI%\WB3Z9:=;PWF_"9:1?-XD^F6OO\OT'FJ/Z3>+ZSC7NXSX_(U7Z M4/MN_P!>7X7-,SIE^T5U_&E=_9K361=0,Q71SOA0YO.;&7<[T@DI3U9BTP ] MO$SC<\PHDD0OU'.! .'((!;L@N+M_57MPM;LW4R[[7A0-'_F\5/IWJ*5LS*B MJGFCRLB1ZN;E(B.NN371%5$7-P*O*2*EB=#3Q1/NRF,1KLE;TOO766Y-!.!2 MH/\ J9=]KPH&C_S>*GT[TZF7?:\*!H_\WBI].]8ID'YZHP]J2SY_"OHM_P ; M>GFE6&U+[9&[EK%Q$Z8 U";E.F-_Q#*);BZ3RUFB6AAQAL@<;8LRA$,ILR9O MDB?-BXUL$8_0UM">;9&?8U-\(6T^#1Y?GB%N*K) M,H;X=#E$%+>!(P_R)9&Y!#&M;/W^''2#"I+ MD#+>!(9D7'*F;1*7%MX)^3'LSC%$EJ)Q<(N[N<>D#K'ULR:HZB;2V MVR,7I%"HJ@?5[DB86Q.F M(U;AF-61H6-:AV);)XE$!MHZTW 7C=0XR267C>"9 8HO M(I@*YKPESLO8OH)2I.8VLSH"4MCPC)&EO=.05SZGG@,,=1.L]ZTV:H\/0^>-D32:7Y[C^5% M3W)BGIHDDN,,MFNQI6'R'!5=>8QN$)RCZWY7 B"!M"-U0Y-7X];$SNM*E84) M73<0;B))F.DTEU$1)5#9BYSW/0W&)PAF5N)>*<08MU0$Z;FF2Y$.>7X+LY.C M:[/,9]D$V+M)RA ZCE1K;$RV&-"7J\W9W@##F3'HZ0Y!@+-,UZEIC+&>1)!+ MG9D.;X9/V?*<4L9&EBLV.#6Q_(<>9)&M&>4M"$JP*ZVDTIZ?4) MZ505C5L./12:=3(H]PI;E/'>-2U\L\:F^ES)#0[1\1C)(%Y 61T:BCF9[1NE[?8*W18!),:8&/S M;'G^"Y2R@VX :G(P32P1;&CG+L\8](F\3<8M)9)/UC6UL4K"EDJ:%Q25R)'D MM_6QEW8V*,/[N!L)=LND.C'3*VK&QP18K;R%S*[1E]:5=GZ7#4-[S#LB3S+$ M8]^[>_&E *4I0"E*4 I %2E ?_]D! end GRAPHIC 52 g194499.jpg G194499.JPG begin 644 g194499.jpg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g260554.jpg G260554.JPG begin 644 g260554.jpg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end GRAPHIC 54 g139868.jpg G139868.JPG begin 644 g139868.jpg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end