Exhibit 2.3 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this "Agreement") dated as of February 14, 2006 is made and entered into by and among Cyberkinetics Neurotechnology Systems, Inc., a Delaware corporation ("Cyberkinetics"),...Agreement and Plan of Merger • March 30th, 2006 • Cyberkinetics Neurotechnology Systems, Inc. • Surgical & medical instruments & apparatus • Delaware
LICENSE AGREEMENT -----------------License Agreement • February 10th, 2005 • Cyberkinetics Neurotechnology Systems, Inc. • Surgical & medical instruments & apparatus • Utah
LEASELease • February 1st, 2005 • Cyberkinetics Neurotechnology Systems, Inc. • Surgical & medical instruments & apparatus • Utah
EXHIBIT 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Cyberkinetics Neurotechnology Systems, Inc. • April 4th, 2005 • Surgical & medical instruments & apparatus
ARTICLE I DEFINITIONSSecurities Purchase Agreement • September 28th, 2005 • Cyberkinetics Neurotechnology Systems, Inc. • Surgical & medical instruments & apparatus • California
EXHIBIT 10.1 LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of March 31, 2005, between SILICON VALLEY BANK, a California chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara,...Loan and Security Agreement • April 4th, 2005 • Cyberkinetics Neurotechnology Systems, Inc. • Surgical & medical instruments & apparatus • Delaware
COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of Cyberkinetics Neurotechnology Systems, Inc.Cyberkinetics Neurotechnology Systems, Inc. • November 5th, 2004 • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, _____________ (the "Holder"), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date") and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Cyberkinetics Neurotechnology Systems, Inc., a Delaware corporation (the "Company"), up to ______ shares (the "Warrant Shares") of Common Stock, par value $0.001 per share, of the Company (the "Common Stock"). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
RecitalsLicense Agreement • November 15th, 2004 • Cyberkinetics Neurotechnology Systems, Inc. • Surgical & medical instruments & apparatus • Rhode Island
Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of September 26, 2005, by and among Cyberkinetics Neurotechnology Systems, Inc., a Delaware corporation (the "Company"), on the...Registration Rights Agreement • September 28th, 2005 • Cyberkinetics Neurotechnology Systems, Inc. • Surgical & medical instruments & apparatus
EXHIBIT 10.4 CONSULTING AGREEMENT CONSULTING AGREEMENT (the "AGREEMENT"), entered into as of the ____ day of July, 2002 (the "EFFECTIVE DATE"), between Cyberkinetics, Inc., a Delaware corporation having offices at 222 Richmond Street, Suite 202,...Consulting Agreement • November 15th, 2004 • Cyberkinetics Neurotechnology Systems, Inc. • Surgical & medical instruments & apparatus • Rhode Island
EXHIBIT 1 100 Foxborough Boulevard Foxborough, Massachusetts 02035 (The "Building")Cyberkinetics Neurotechnology Systems, Inc. • November 15th, 2004 • Surgical & medical instruments & apparatus • Massachusetts
RECITALS --------License Agreement • February 10th, 2005 • Cyberkinetics Neurotechnology Systems, Inc. • Surgical & medical instruments & apparatus • Rhode Island
BETWEEN INDIANA UNIVERSITY RESEARCH AND TECHNOLOGY CORPORATION LICENSOR AND ANDARA LIFE SCIENCE, INC. LICENSEEExclusive License Agreement • March 30th, 2006 • Cyberkinetics Neurotechnology Systems, Inc. • Surgical & medical instruments & apparatus • Indiana
LICENSE AGREEMENT (Agreement ID 1101)License Agreement • March 30th, 2006 • Cyberkinetics Neurotechnology Systems, Inc. • Surgical & medical instruments & apparatus • Indiana
Exhibit 10.2 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR...Cyberkinetics Neurotechnology Systems, Inc. • January 13th, 2006 • Surgical & medical instruments & apparatus • Delaware
EXHIBIT 4.6 NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR...Cyberkinetics Neurotechnology Systems, Inc. • November 15th, 2004 • Surgical & medical instruments & apparatus • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 5th, 2004 • Cyberkinetics Neurotechnology Systems, Inc. • Surgical & medical instruments & apparatus
This Registration Rights Agreement (this "Agreement") is made and entered into as of November 4, 2004, by and among Cyberkinetics Neurotechnology Systems, Inc., a Delaware corporation (the "Company"), and the purchasers signatory hereto (each such purchaser, a "Purchaser" and collectively, the "Purchasers").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 5th, 2004 • Cyberkinetics Neurotechnology Systems, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this "Agreement") is dated as of November 4, 2004, among Cyberkinetics Neurotechnology Systems, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers"); and
EXHIBIT 10.13 TRAFALGAR VENTURES INC. REGISTRATION RIGHTS AGREEMENT OCTOBER ___, 2004Registration Rights Agreement • November 15th, 2004 • Cyberkinetics Neurotechnology Systems, Inc. • Surgical & medical instruments & apparatus • Delaware
WARRANT TO PURCHASE 71,301 SHARES OF COMMON STOCK December 27, 2005Cyberkinetics Neurotechnology Systems, Inc. • December 27th, 2005 • Surgical & medical instruments & apparatus • Delaware
THIS CERTIFIES THAT, for value received, General Electric Capital Corporation (“Holder”) is entitled to subscribe for and purchase Seventy-One Thousand Three Hundred One (71,301) shares of the fully paid and nonassessable Common Stock (the “Shares” or the “Stock”) of Cyberkinetics Neurotechnology Systems, Inc., a Delaware corporation (the “Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth.
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • November 14th, 2007 • Cyberkinetics Neurotechnology Systems, Inc. • Surgical & medical instruments & apparatus • Massachusetts
THIS CERTIFIES THAT, for value received, NeuroMetrix, Inc. ("Holder"), is entitled, subject to the terms and conditions of this Common Stock Purchase Warrant (this "Warrant"), at any time or from time to time after the date hereof (the "Effective Date"), to purchase up to Two Million Seven Hundred Seventeen Thousand Three Hundred Ninety-One (2,717,391) shares (the "Warrant Shares") of Common Stock (as defined below), from Cyberkinetics Neurotechnology Systems, Inc., a Delaware corporation (the "Company"), at an exercise price per share equal to $.46 (the "Purchase Price). This Warrant shall expire at 5:00 p.m. Eastern Time on that date which is sixty (60) months from the date of this Warrant (the "Expiration Date"). Both the number of shares of Common Stock purchasable upon exercise of this Warrant and the Purchase Price are subject to adjustment and change as provided herein. This Warrant is issued in connection with that certain Joint Venture and Strategic Investment Agreement (the "
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 19th, 2006 • Cyberkinetics Neurotechnology Systems, Inc. • Surgical & medical instruments & apparatus
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 18, 2006, by and among Cyberkinetics Neurotechnology Systems, Inc., a Delaware corporation (the “Company”), on the one hand and the purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”), on the other hand.
WITNESSETHExclusive License Agreement • February 10th, 2005 • Cyberkinetics Neurotechnology Systems, Inc. • Surgical & medical instruments & apparatus • Georgia
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • October 19th, 2006 • Cyberkinetics Neurotechnology Systems, Inc. • Surgical & medical instruments & apparatus • New York
THIS CERTIFIES THAT, for value received, (“Holder”), is entitled, subject to the terms and conditions of this Common Stock Purchase Warrant (this “Warrant”), at any time or from time to time after the date hereof (the “Effective Date”), to purchase up to ( ) shares (the “Warrant Shares”) of Common Stock (as defined below), from Cyberkinetics Neurotechnology Systems, Inc., a Delaware corporation (the “Company”), at an exercise price per share equal to $1.40 (the “Purchase Price). This Warrant shall expire at 5:00 p.m. Eastern Time on that date which is sixty (60) months from the date of this Warrant (the “Expiration Date”). Both the number of shares of Common Stock purchasable upon exercise of this Warrant and the Purchase Price are subject to adjustment and change as provided herein. This Warrant is issued in connection with that certain Securities Purchase Agreement executed by and among the Company, Holder and other parties.
REGISTRATION RIGHTS AGREEMENT FOR WARRANTSRegistration Rights Agreement • November 5th, 2004 • Cyberkinetics Neurotechnology Systems, Inc. • Surgical & medical instruments & apparatus
This Registration Rights Agreement For Warrants (this "Agreement") is made and entered into as of November 4, 2004, by and among Cyberkinetics Neurotechnology Systems, Inc., a Delaware corporation (the "Company"), and the purchasers signatory hereto (each such purchaser, a "Purchaser" and collectively, the "Purchasers").
EXHIBIT 10.9 CLINICAL STUDY AGREEMENT CYBERKINETICS, INC. FEASIBILITY CLINICAL STUDY OF THE CYBERKINETICS BRAINGATE(TM) NEURAL INTERFACE SYSTEM This document sets forth an Agreement ("Agreement") among Cyberkinetics, Inc. ("Cyberkinetics"), Jon...Study Agreement • November 15th, 2004 • Cyberkinetics Neurotechnology Systems, Inc. • Surgical & medical instruments & apparatus
MASTER LEASE AGREEMENT (QUASI) dated as of NOVEMBER 18, 2003 ("AGREEMENT")Master Lease Agreement • November 15th, 2004 • Cyberkinetics Neurotechnology Systems, Inc. • Surgical & medical instruments & apparatus
EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2004 • Cyberkinetics Neurotechnology Systems, Inc. • Surgical & medical instruments & apparatus • Massachusetts
Agreement, made this 3rd day of November, 2004, by and between Cyberkinetics, Inc., a Delaware corporation (the "Company") and Timothy R. Surgenor (the "Executive").
March 24, 2005Cyberkinetics Neurotechnology Systems, Inc. • March 28th, 2005 • Surgical & medical instruments & apparatus
AGREEMENTAgreement • March 31st, 2008 • Cyberkinetics Neurotechnology Systems, Inc. • Surgical & medical instruments & apparatus • Massachusetts
THIS AGREEMENT (this “Agreement”) is made and effective as of March 17, 2008, by and between Cyberkinetics Neurotechnology Systems, Inc., a Delaware corporation (the “Company”) and Mark A. Carney (“Mr. Carney”).
AMENDMENT NO. 2 TO LEASELease • March 6th, 2007 • Cyberkinetics Neurotechnology Systems, Inc. • Surgical & medical instruments & apparatus
AGREEMENT made this 28th day of February, 2007, between 100/200 FOXBOROUGH BOULEVARD REALTY TRUST, with its principal address c/o CB Richard Ellis-N E Partners, 380 Westminster Street, Providence, Rhode Island, 02903, hereinafter referred to as Lessor, and Cyberkinetics, Inc., hereinafter referred to as Lessee.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 8th, 2004 • Trafalgar Ventures Inc • Metal mining
THIS AMENDMENT NO. 1 ("Amendment No. 1") TO AGREEMENT AND PLAN OF MERGER is entered into as of October 6, 2004, by and among Cyberkinetics, Inc., a Delaware corporation ("Cyberkinetics"), Trafalgar Ventures Inc., a Nevada corporation ("Trafalgar"), Trafalgar Acquisition Corporation, a Nevada corporation ("Merger Sub"), and Robert Gorden Smith, an individual stockholder of Trafalgar ("Smith") (Cyberkinetics, Trafalgar, Merger Sub and Smith may each be referred to herein as a "Party" and collectively, the "Parties"). Capitalized terms used herein and not defined shall have the meanings given to them in the Agreement and Plan of Merger dated as of July 23, 2004 (the "Agreement").
LIMITED LIABILITY COMPANY AGREEMENT OF PNIR, LLCLimited Liability Company Agreement • March 31st, 2008 • Cyberkinetics Neurotechnology Systems, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT ("Agreement") is made effective as of February 19, 2008 (the "Effective Date") by and among Cyberkinetics Neurotechnology Systems, Inc., a Delaware corporation having its principal place of business at 100 Foxborough Boulevard, Suite 240 Foxborough, Massachusetts 02035 ("Cyberkinetics"), NEUROMetrix Corporation, a Delaware corporation having its principal place of business at 62 Fourth Avenue, Waltham, Massachusetts 02451 ("NEUROMetrix"), and such other individuals and entities who may become members of PNIR, LLC (the "Company") in accordance with law and the terms hereof (hereinafter collectively referred to as the "Members" and individually as a "Member"). Capitalized terms used but not defined herein shall be given the same meaning as provided in the Collaboration Agreement of even date herewith by and among the Company, Cyberkinetics and NEUROMetrix, as amended from time to time (the "Collaboration Agreement").
EMPLOYMENT AGREEMENTEmployment Agreement • February 21st, 2006 • Cyberkinetics Neurotechnology Systems, Inc. • Surgical & medical instruments & apparatus • Massachusetts
This Employment Agreement (this “Agreement”), is made and entered into this 14th day of February, 2006 (the “Effective Date”), by and between Cyberkinetics Neurotechnology Systems, Inc., a Delaware corporation (the “Company”), and Mark A. Carney (the “Executive”).
WITNESSETHExclusive License Agreement • November 15th, 2004 • Cyberkinetics Neurotechnology Systems, Inc. • Surgical & medical instruments & apparatus • Georgia
