ContractInnovega Inc. • February 4th, 2021
THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
POSTING AGREEMENTPosting Agreement • January 20th, 2022 • Innovega Inc. • Ophthalmic goods • California
Innovega Inc. a Deleware STATE C Corporation located at 11900 NE 1st St, Ste. 300, Bellevue, WA 98005ADDRESS (the “Company”), proposes, subject to the terms and conditions contained in this Posting Agreement (this “Agreement”), to issue and sell shares of its Regulation A-1 shares, $0.0001 par value per share (the “Shares”) to investors (collectively, the “Investors”) in a public offering (the “Offering”) on the online website provided by StartEngine Crowdfunding, Inc. (the “Platform”) pursuant to Regulation A through StartEngine Primary LLC ( “StartEngine”), acting on a best efforts basis only, in connection with such sales. The Shares are more fully described in the Offering Statement (as hereinafter defined).
ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • February 4th, 2021 • Innovega Inc. • Delaware
THIS ESCROW AGREEMENT, dated as of (“Escrow Agreement”), is by and between SI Securities, LLC (“SI Securities”), , a (“Issuer”), and The Bryn Mawr Trust Company of Delaware (“BMTC DE”), a Delaware entity, as Escrow Agent hereunder (“Escrow Agent”). Capitalized terms used herein, but not otherwise defined, shall have the meaning set forth in that certain Issuer Agreement by and between Issuer and SI Securities executed prior hereto (the “Issuer Agreement”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 20th, 2022 • Innovega Inc. • Ophthalmic goods • New York
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
SI Securities, LLCAgreement • February 4th, 2021 • Innovega Inc. • New York
Escrow Agreement FOREscrow Agreement • January 20th, 2022 • Innovega Inc. • Ophthalmic goods • Delaware
This Escrow Agreement, effective as of ________, (“Escrow Agreement”), is by, between and among The Bryn Mawr Trust Company of Delaware, a Delaware Limited Purpose Trust Company and located at 20 Montchanin Rd., Suite 100, Greenville, DE 19807 as Escrow Agent hereunder (“Escrow Agent”); StartEngine Primary LLC (“Broker”), a Delaware Limited Liability Company, located at 3900 W. Alameda Ave, Burbank, CA 91505 ; and ________________________, a ________________________(“Issuer”) located at ________________________________________________.
SUBSCRIPTION AGREEMENTSubscription Agreement • April 22nd, 2021 • Innovega Inc. • Ophthalmic goods • New York
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
INNOVEGA INC. AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • February 4th, 2021 • Innovega Inc. • New York
This Amended and Restated Stockholders’ Agreement (the “Agreement”) is made as of [______], 2021 by and among Innovega Inc., a Delaware corporation (the “Company”), the holders of shares of Common Stock listed on Exhibit A (individually, a “Common Holder” and collectively, the “Common Holders”), the holders of shares of Series Seed Preferred Stock listed on Exhibit B, and the holders of Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series A-3 Preferred Stock listed on Exhibit C (the persons and entities listed on Exhibit B and Exhibit C, individually, an “Investor” and collectively, the “Investors” and together with the Common Holders, the “Stockholders”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 4th, 2021 • Innovega Inc. • Washington
This Note Purchase Agreement, dated as of January 22, 2019 (this “Agreement”), is entered into by and among Innovega Inc., a Delaware corporation (the “Company”), each person or entity listed on the schedule of investors attached as Schedule I hereto (each, an “Investor” and collectively, the “Investors”), as such Schedule I may be amended in accordance with Section 4 hereof.
AMENDMENT TO 2019 CONVERTIBLE PROMISSORY NOTESConvertible Promissory Notes • February 4th, 2021 • Innovega Inc.
This Amendment to 2019 Convertible Promissory Notes (this “Amendment”) is dated as of [_____] and is by and among Innovega Inc., a Delaware corporation (“Company”), and the investors (“Investors”) listed on the signature pages hereto, which represent a Majority in Interest (as defined in the Notes).
INNOVEGA INC. AMENDMENT TO 2019–2020 SAFESInnovega Inc. • February 4th, 2021 • Washington
This Amendment to 2019–2020 Safes (this “Amendment”) is entered into by and between Innovega Inc., a Delaware corporation (“Company”), and each of the investors (each, an “Investor”) listed on the signature pages hereto, in each case effective as of the date of such Investor’s signature on its signature page hereto.
Innovega Inc. (the “Company”) has prepared this Form1-A/A solely for the purpose of filing Exhibits 13.4 through 13.6. INDEX TO EXHIBITSNote Purchase Agreement • March 18th, 2021 • Innovega Inc. • Ophthalmic goods
INNOVEGA INC. NOTE CONVERSION ACKNOWLEDGMENTInnovega Inc. • February 4th, 2021
This Note Conversion Acknowledgment (“Agreement”) is entered into effective as of __________, 2021, by and between Innovega Inc., a Delaware corporation (the “Company”), and the undersigned holder of one or more convertible promissory notes issued by the Company (“Note Holder”).
LEASE AGREEMENT BETWEEN BERNARDO WINDELL, LLC (“LANDLORD”) AND INNOVEGA, INC. (“TENANT”) LEASE AGREEMENTLease Agreement • January 20th, 2022 • Innovega Inc. • Ophthalmic goods • California
THIS LEASE AGREEMENT (“Lease”) is made as of Oct 4, 2021, between BERNARDO WINDELL, LLC, a California limited liability company (“Landlord”), and INNOVEGA, INC., a Delaware corporation (“Tenant”), for the space outlined on attached Exhibit A-1 (the “Premises”) and contained within Suite A on the 1st floor of a building located at 11031 Via Frontera, San Diego, California (the “Building”). The Building is part of the Building site, which includes the parking areas and other improvements depicted on attached Exhibit A-2 (collectively, the “Project”).
INNOVEGA INC. SAFE CONVERSION ACKNOWLEDGMENTInnovega Inc. • February 4th, 2021
This SAFE Conversion Acknowledgment (“Agreement”) is entered into effective as of __________, 2021, by and between Innovega Inc., a Delaware corporation (the “Company”), and the undersigned holder of one or more simple agreements for future equity (each, as amended, a “Safe”) issued by the Company (“Safe Holder”). All capitalized terms used but not defined in this Agreement shall have the meanings set forth in each Safe.
