NeuroSigma, Inc. Sample Contracts

NEUROSIGMA, INC. COMMON STOCK UNDERWRITING AGREEMENT
Underwriting Agreement • October 7th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • New York
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NEUROSIGMA, INC. COMMON STOCK UNDERWRITING AGREEMENT
Underwriting Agreement • September 29th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • New York
NEUROSIGMA, INC. COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • August 26th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • California

This Common Stock Purchase Agreement, dated as of December 30, 2011, (this “Agreement”) is entered into by and between NeuroSigma, Inc., a Delaware corporation (the “Company”), and Norman E. Witt, Jr. and Monica S. Witt, Joint Tenants with Right of Survivorship (the “Investor”).

Contract
NeuroSigma, Inc. • August 26th, 2014 • Electromedical & electrotherapeutic apparatus • California

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

NEUROSIGMA, INC. NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • August 26th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • California

This NOTE AND WARRANT PURCHASE AGREEMENT, dated as of October 24, 2013, (this “Agreement”) is entered into by and among NeuroSigma, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each an “Investor” and, collectively, the “Investors”).

NEUROSIGMA, INC. 2010 Option/Stock Issuance Plan Form of Stock Purchase Agreement
Stock Purchase Agreement • August 26th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • California
FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • August 26th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • Delaware

This Indemnification Agreement (“Agreement”) is made as of , 20 by and between NeuroSigma, Inc., a Delaware corporation (the “Company”), and [INSERT NAME] (“Indemnitee”).

NEUROSIGMA, INC. Form of Stock Issuance Agreement (Restricted Stock Award – Directors of the Company)
Agreement • August 26th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • California

All capitalized terms in this Agreement shall have the meaning assigned to them in this Agreement or in the attached Appendix.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 26th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • California

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of February 14, 2014 (the “Effective Date”) by and among NeuroSigma, Inc., a Delaware corporation (the “Company”) and Gregory F. Brooks (the “Executive”). The Company and the Executive shall be referred to herein as the “Parties.” This Agreement amends and restates the Executive’s employment agreement with the Company entered into effective as of January 1, 2014.

NEUROSIGMA, INC. FORM OF NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • February 14th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • California

This Note and Warrant Purchase Agreement, dated as of , 2011, (this “Agreement”) is entered into by and among NeuroSigma, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each an “Investor” and, collectively, the “Investors”).

NEUROSIGMA, INC. EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT
Confidential Information And • February 14th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • California

This Confidential Information and Invention Assignment Agreement (“Agreement”) is made as of the date set forth on the signature page below between NeuroSigma, Inc., its subsidiaries, affiliates, successors or assigns (together the “Company”), and Christopher DeGiorgio, M.D. (hereinafter referred to as “Employee”). Employee hereby agrees: As a condition of my employment with the Company, and in consideration of (i) my employment with the Company on a going forward basis, (ii) my receipt of the compensation now and hereafter paid to me by the Company, (iii) other good and valuable consideration from the Company the receipt and sufficiency of which I hereby acknowledge, I agree to the following:

FIRST AMENDMENT
First Amendment • August 26th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus

THIS FIRST AMENDMENT (this “Amendment”) is made and entered into as of December 26, 2012, by and between CA-10960 WILSHIRE LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and NEUROSIGMA, INC., a Delaware corporation (“Tenant”).

Contract
NeuroSigma, Inc. • August 26th, 2014 • Electromedical & electrotherapeutic apparatus • California

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

OFFICE LEASE
Office Lease • August 26th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • California

This Office Lease (this “Lease”), dated as of the date set forth in Section 1.1, is made by and between CA-10960 WILSHIRE LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and NEUROSIGMA, INC., a Delaware corporation (“Tenant”). The following exhibits are incorporated herein and made a part hereof: Exhibit A (Outline of Premises); Exhibit B (Work Letter); Exhibit C (Form of Confirmation Letter); Exhibit D (Rules and Regulations); Exhibit E (Judicial Reference); Exhibit F (Additional Provisions); and Exhibit G (Asbestos Notification).

ESCROW AGREEMENT
Escrow Agreement • August 26th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • California

This Escrow Agreement (this “Agreement”) is made and entered into as of December 26, 2013 by and between NeuroSigma, Inc. (the “Company”), a Delaware corporation (the “Company”), and Blackmore Escrow, Inc., a California corporation with its principal place of business at 19700 Fairchild Road, Suite 110, Irvine, California 92612 (the “Escrow Holder”).

THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL...
License Agreement • August 26th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus

THIS SECOND AMENDMENT (the “Second Amendment”), dated July 29, 2011 (the “Effective Date”), is made by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA (“The Regents”), a California corporation having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, acting through the offices of The University of California, Los Angeles located at 11000 Kinross Avenue, Suite #200, Los Angeles, CA 90095-1406 and NEUROSIGMA, INC. (“Licensee”) having a principal place of business at 10960 Wilshire Boulevard., Suite 1230, Los Angeles, CA, 90024 and amends the license agreement with Licensee, dated July 26, 2010 with UC Control Number 2011-04-0059 (the “License Agreement”) as amended by the first amendment dated January 9, 2011 with UC Control Number 2011-04-0059C (such amendment are also part of the License Agreement for purposes of this agreement) in accordance with the terms and conditions of this Second Amendment.

THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL...
The License Agreement • August 26th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus

This first amendment (the “First Amendment”), dated January 9, 2011 (the “Effective Date”), is made by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA (“The Regents”), a California corporation having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, acting through the offices of The University of California, Los Angeles located at 11000 Kinross Avenue, Suite #200, Los Angeles, CA 90095-1406 and NEUROSIGMA, INC. (“Licensee”) having a principal place of business at 10960 Wilshire Boulevard, Suite 1230, Los Angeles, CA, 90024 and amends the license agreement with Licensee, dated July 26, 2010 with UC Agreement Control Number 2011-04-0059 (the “License Agreement”), in accordance with the terms and conditions of this First Amendment.

NEUROSIGMA, INC. Form of Addendum to Stock Option Agreement
NeuroSigma, Inc. • February 14th, 2014 • Electromedical & electrotherapeutic apparatus

The following provisions are hereby incorporated into, and are hereby made a part of, that certain Stock Option Agreement (the “Option Agreement”) by and between NeuroSigma, Inc. (the “Corporation”) and (“Optionee”) evidencing the stock option (the “Option”) granted to Optionee under the terms of the NeuroSigma, Inc. 2010 Stock Option/Stock Issuance Plan, and such provisions shall be effective immediately. All capitalized terms in this Addendum, to the extent not otherwise defined herein, shall have the meanings assigned to such terms in the Option Agreement.

THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL...
The License Agreement • August 26th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus

THIS THIRD AMENDMENT (the “Third Amendment”), dated August 30, 2012 (the “Effective Date”), is made by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA (“The Regents”), a California corporation having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, acting through the offices of The University of California, Los Angeles located at 11000 Kinross Avenue, Suite #200, Los Angeles, CA 90095-1406 and NEUROSIGMA, INC. (“Licensee”) having a principal place of business at 10960 Wilshire Boulevard., Suite 1230, Los Angeles, CA, 90024 and amends the license agreement with Licensee, dated July 26, 20 l 0 with UC Agreement Control Number 2011-04-0059, the First Amendment dated January 9, 2011, and the Second Amendment dated July 29, 2011 (the “License Agreement”), in accordance with the terms and conditions of this Third Amendment.

NEUROSIGMA, INC. Form of Addendum to Stock Option Agreement
NeuroSigma, Inc. • August 26th, 2014 • Electromedical & electrotherapeutic apparatus

The following provisions are hereby incorporated into, and are hereby made a part of, that certain Stock Option Agreement (the “Option Agreement”) by and between NeuroSigma, Inc. (the “Corporation”) and (“Optionee”) evidencing the stock option (the “Option”) granted to Optionee under the terms of the NeuroSigma, Inc. 2010 Stock Option/Stock Issuance Plan, and such provisions shall be effective immediately. All capitalized terms in this Addendum, to the extent not otherwise defined herein, shall have the meanings assigned to such terms in the Option Agreement.

FORM OF WARRANT
NeuroSigma, Inc. • February 14th, 2014 • Electromedical & electrotherapeutic apparatus • California

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

FORM OF WARRANT
NeuroSigma, Inc. • February 14th, 2014 • Electromedical & electrotherapeutic apparatus • California

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

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NEUROSIGMA, INC. FORM OF NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • February 14th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • California

This NOTE AND WARRANT PURCHASE AGREEMENT, dated as of , 20 , (this “Agreement”) is entered into by and among NeuroSigma, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each an “Investor” and, collectively, the “Investors”).

NEUROSIGMA, INC. NOTE PURCHASE AGREEMENT
Note Purchase Agreement • August 26th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • California

This NOTE PURCHASE AGREEMENT, dated as of February 28, 2014, (this “Agreement”) is entered into by and between NeuroSigma, Inc., a Delaware corporation (the “Company”), and LSU Alumni Association, a Louisiana non-profit corporation (the “Investor”).

NEUROSIGMA, INC.
NeuroSigma, Inc. • August 26th, 2014 • Electromedical & electrotherapeutic apparatus • California
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