AMENDED AND RESTATED SERVICES AGREEMENT
THIS AMENDED AND RESTATED SERVICES AGREEMENT (together with the exhibits hereto, as may be amended or restated from time to time, this Agreement) dated as of February 1, 2018 (the Restatement Date), is entered into between INCEPTUS MEDICAL, LLC, a Delaware limited liability company (Inceptus), with a place of business at 8 Argonaut, Suite 100, Aliso Viejo, California 92656, and INARI MEDICAL, INC., a Delaware corporation (Inari), with a place of business at 9272 Jeronimo Road, Suite 124, Irvine, California 92618.
WHEREAS, the parties entered into the Technology Agreement (the Original Technology Agreement) effective September 15, 2011;
WHEREAS, the parties entered into the Services Agreement (the Original Services Agreement) effective December 5, 2014 (the Effective Date); and
WHEREAS, the parties now desire to amend the Original Technology Agreement and the Original Services Agreement in certain respects, and for convenience to restate the Original Technology Agreement and the Original Services Agreement, on the terms and conditions set forth in this Agreement and the Technology Agreement (as defined below).
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby amend and restate the Original Services Agreement, and otherwise agree, as follows effective as of the Effective Date:
1. Definitions. For the purposes of this Agreement, the following terms shall have the respective meanings set forth below, and grammatical variations of such terms shall have corresponding meanings.
1.1 Affiliate shall mean, with respect to any Person, any other Person which directly or indirectly controls, is controlled by, or is under common control with, such Person. A Person shall be regarded as in control of another Person if it owns, or directly or indirectly controls, more than fifty percent (50%) of the voting stock or other ownership interest of the other Person, or if it directly or indirectly possesses the power to direct or cause the direction of the management and policies of the other Person by any means whatsoever. Notwithstanding the foregoing, for purposes of this Agreement, (a) neither Inceptus nor Inari shall be Affiliates of the other or the others Affiliates, and (b) any portfolio company of Inceptus shall not be an Affiliate of Inceptus or Inari.
1.2 Change of Control shall mean (a) a transaction or series of related transactions that result in the sale, transfer or other disposition to a Third Party of all or substantially all of Inaris assets; (b) a merger or consolidation with a Third Party in which Inari is not the surviving corporation or in which, if Inari is the surviving corporation, the stockholders of Inari immediately prior to the consummation of such merger or consolidation do not, immediately after consummation of such merger or consolidation, possess a majority of the voting power of all of Inaris outstanding stock and other securities and the power to elect a majority of the members of Inaris board of directors; or (c) a transaction or series of related transactions with a Third Party if the stockholders of Inari immediately prior to the initial such transaction do not, immediately after consummation of such transaction or any of such related transactions, own stock or other securities of the entity that possess a majority of the voting power of all of Inaris outstanding stock and other securities and the power to elect a majority of the members of Inaris board of directors.