THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING [*], 2023, WHICH IS THE COMMENCEMENT OF SALES OF SHARES OF COMMON STOCK IN THE OFFERING:...Common Stock Purchase Warrant • August 22nd, 2023 • Autonomix Medical, Inc. • Surgical & medical instruments & apparatus • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [*], 20[23] (THE DATE OF ISSUANCE), AND IT WILL BE VOID AFTER 5:00 P.M., EASTERN TIME, [*], 2028 (THE DATE THAT IS FIVE YEARS FROM COMMENCEMENT OF SALES OF SHARES OF COMMON STOCK IN THE OFFERING).
ESCROW AGREEMENTEscrow Agreement • September 15th, 2023 • Autonomix Medical, Inc. • Surgical & medical instruments & apparatus • Delaware
This ESCROW AGREEMENT (this “Agreement”) dated as of this ___ day of September 2023 by and among Autonomix Medical, Inc., a Delaware corporation (the “Company”), having an address at 21 Waterway Avenue, Suite 300, Woodlands, Texas 77380; Digital Offering, LLC, having an address at 1461 Glenneyre Street, Suite D, Laguna Beach, CA 92651 (“Placement Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION (the “Escrow Agent”). The Company and the Placement Agent, each a “Party,” are collectively referred to as “Parties” and individually, a “Party.”
EMPLOYMENT AGREEMENTEmployment Agreement • August 22nd, 2023 • Autonomix Medical, Inc. • Surgical & medical instruments & apparatus • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of July 24, 2023 (the “Effective Date”), by and between Autonomix Medical, Inc., a Delaware corporation (the “Company”) having its principal place of business at 21 Waterway Avenue, The Woodlands, Texas 77380, and Trent Smith (“Executive”, and the Company and the Executive collectively referred to herein as the “Parties”) having his office at such location of his choosing.
Autonomix Medical, Inc. Maximum: 4,000,000 Shares of Common Stock $0.001 par value per share SELLING AGENCY AGREEMENTSelling Agency Agreement • August 22nd, 2023 • Autonomix Medical, Inc. • Surgical & medical instruments & apparatus • New York
Autonomix Medical, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this “Agreement”), to issue and sell on a “best efforts” basis up to a maximum of 4,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company to investors (collectively, the “Investors”), at a purchase price of $5.00 per share (the “Purchase Price”), in an offering (the “Offering”) pursuant to Regulation A through Digital Offering, LLC (the “Selling Agent”), acting on a best efforts basis only, in connection with such sales. The shares of Common Stock to be sold in this offering are referred to herein as the “Shares.” The Shares are more fully described in the Offering Statement (as hereinafter defined).
SELLING AGENCY AGREEMENTSelling Agency Agreement • August 22nd, 2023 • Autonomix Medical, Inc. • Surgical & medical instruments & apparatus
This engagement letter states certain conditions and assumptions upon which the Offering is premised. Except as expressly provided herein, with regard to those specific sections that are agreed to be binding, this engagement letter is not intended to be a binding legal document.
Indemnification AND ADVANCEMENT AgreementIndemnification and Advancement Agreement • September 15th, 2023 • Autonomix Medical, Inc. • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement (this “Agreement”) is made as of _______________, by and between Autonomix Medical, Inc., a Delaware corporation (the “Company”), and __________ (“Indemnitee”). Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 12.
PUBLIC OFFERING SUBSCRIPTION AGREEMENT Shares of Common Stock of AUTONOMIX MEDICAL, INC.Public Offering Subscription Agreement • August 22nd, 2023 • Autonomix Medical, Inc. • Surgical & medical instruments & apparatus
This Subscription Agreement relates to my/our agreement to purchase ________ shares of common stock, $0.001 par value per share (the “Shares”), to be issued by AUTONOMIX MEDICAL, INC., a Delaware corporation (the “Company”), for a purchase price of $5.00 per Share, for a total purchase price of $___________ (“Subscription Price”), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the final offering circular for the sale of the Shares, dated [*], 2023 contained in the offering statement on Form 1-A declared “qualified” by the Securities and Exchange Commission (the “SEC”) on [*], 2023 (the “Offering Circular”). Capitalized terms used but not defined herein shall have the meanings given to them in the Offering Circular.
EXCLUSIVE LICENSE TERMINATION AGREEMENTExclusive License Termination Agreement • September 15th, 2023 • Autonomix Medical, Inc. • Surgical & medical instruments & apparatus • New York
THIS EXCLUSIVE LICENSE TERMINATION AGREEMENT (this “Agreement”) is made as of July 7, 2023, by and among Impulse Medical, Inc., a Delaware corporation (“Impulse”), Autonomix Medical, Inc., a Delaware corporation (“Autonomix”), Michael Fulton, M.D. (“Fulton”) and David Robins (“Robins”). Autonomix, Impulse, Fulton and Robins are referred to herein individually as a “Party” and collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • August 22nd, 2023 • Autonomix Medical, Inc. • Surgical & medical instruments & apparatus • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of June 30, 2023 (the “Effective Date”), by and between Autonomix Medical, Inc., a Delaware corporation (the “Company”) having its principal place of business at 21 Waterway Avenue, The Woodlands, Texas 77380, and Lori H. Bisson (“Executive”, and the Company and the Executive collectively referred to herein as the “Parties”) having her office at such location of her choosing.
TRI-PARTY ESCROW AGREEMENTTri-Party Escrow Agreement • September 15th, 2023 • Autonomix Medical, Inc. • Surgical & medical instruments & apparatus • Missouri
This ESCROW AGREEMENT (“Agreement”) is made and entered into as of August 31, 2023, by and among Autonomix Medical, Inc., a Delaware Corporation (the “Company”), DealMaker Securities LLC, a Florida limited liability company (the “Managing Broker-Dealer”), and Digital Offering, LLC, a Delaware limited liability company (the “Senior Managing Broker-Dealer”) and ENTERPRISE BANK & TRUST, a Missouri chartered trust company with banking powers (in its capacity as escrow holder, the “Escrow Agent”).
AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • August 22nd, 2023 • Autonomix Medical, Inc. • Surgical & medical instruments & apparatus • Delaware
This Amended and Restated Consulting Agreement (“Agreement”), is made and entered into effective as of January 4, 2022, by and between Autonomix, Inc., a Delaware corporation (the “Company”), and Landy Toth (the “Consultant”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • August 22nd, 2023 • Autonomix Medical, Inc. • Surgical & medical instruments & apparatus
COMMON STOCK PURCHASE WARRANT AUTONOMIX MEDICAL, inc.Common Stock Purchase Warrant • August 22nd, 2023 • Autonomix Medical, Inc. • Surgical & medical instruments & apparatus • Texas
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ or its assigns (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 March 21, 2022 (the “Initial Exercise Date”) and on or prior to the close of business on December 21, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Autonomix Medical, Inc., a Delaware corporation (the “Company”), up to _____________ shares of Common Stock (the “Warrant Shares”). 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).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 15th, 2023 • Autonomix Medical, Inc. • Surgical & medical instruments & apparatus • Texas
THIS EXCLUSIVE LICENSE AGREEMENT (this “Agreement”) is made as of December 21, 2021 (the “Effective Date”), by and between AUTONOMIX MEDICAL, INC., a Delaware corporation (“Licensor”), and IMPULSE MEDICAL, INC., a Delaware corporation (“Licensee”). Licensor and Licensee are each individually referred to herein without distinction as a “Party” and collectively as the “Parties”.
