NALU MEDICAL, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • July 9th, 2021 • Nalu Medical, Inc. • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of _______ ___, 2021 and is between Nalu Medical, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
ContractNalu Medical, Inc. • July 9th, 2021 • Surgical & medical instruments & apparatus • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
NALU MEDICAL, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • July 9th, 2021 • Nalu Medical, Inc. • Surgical & medical instruments & apparatus • California
This Change in Control and Severance Agreement (the “Agreement”) is made between Nalu Medical, Inc. (the “Company”) and Jeff Swiecki (the “Executive”), effective as of the date of the first sale of common equity securities of the Company to the general public upon the closing of an underwritten public offering (1) pursuant to an effective registration statement filed pursuant to Section 12(b) of the U.S. Securities Exchange Act of 1934, as amended, and (2) immediately after which such securities are registered on a national securities exchange (as defined under then-applicable United States federal securities laws and regulations) (an “Initial Public Offering”, and such date, the “Effective Date”).
NALU MEDICAL, INC.Equity Incentive Plan • July 9th, 2021 • Nalu Medical, Inc. • Surgical & medical instruments & apparatus • California
Unless otherwise defined herein, the terms defined in the 2014 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 9th, 2021 • Nalu Medical, Inc. • Surgical & medical instruments & apparatus • California
FOR VALUE RECEIVED, the undersigned, NALU MEDICAL, INC., a Delaware corporation with offices located at 2320 Faraday Ave, Suite 100, Carlsbad, California 92008 (“Borrower”) HEREBY PROMISES TO PAY to the order of [OXFORD FINANCE LLC][SILICON VALLEY BANK] (“Lender”) the principal amount of [___________] MILLION DOLLARS ($______________) or such lesser amount as shall equal the outstanding principal balance of the Term Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of such Term Loan, at the rates and in accordance with the terms of the Loan and Security Agreement dated October 29, 2020 by and among Borrower, Lender, Silicon Valley Bank, as Collateral Agent, and the other Lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). If not sooner paid, the entire principal amount and all accrued and unpaid interest hereunder shall be due and payable on the Maturity Date as
Confirmatory Employment Letter July 2, 2021Letter Agreement • July 9th, 2021 • Nalu Medical, Inc. • Surgical & medical instruments & apparatus
This letter agreement (the “Agreement”) is entered into between Nalu Medical, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the date of the first sale of common equity securities of the Company to the general public upon the closing of an underwritten public offering (1) pursuant to an effective registration statement filed pursuant to Section 12(b) of the U.S. Securities Exchange Act of 1934, as amended, and (2) immediately after which such securities are registered on a national securities exchange (as defined under then-applicable United States federal securities laws and regulations) (such date, the “Effective Date”). The purpose of this Agreement is to confirm the current terms and conditions of your employment.
SUBLICENSE AGREEMENTSublicense Agreement • July 9th, 2021 • Nalu Medical, Inc. • Surgical & medical instruments & apparatus • California
This Sublicense Agreement (this “Agreement”) between Nalu Medical, Inc., a Delaware corporation having a principal place of business at 690 Lynwood Drive, Encinitas, CA 92024 (“Nalu”) and AcceleMed LLC, a Delaware limited liability company having a principal place of business at 690 Lynwood Drive, Encinitas, CA 92024 (“AcceleMed”), is effective on the 26th day of June, 2015 (“Effective Date”). AcceleMed and Nalu are each referred to herein as such or, individually, as a “party” or, collectively, as the “parties.”
ContractVoting Agreement • July 9th, 2021 • Nalu Medical, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM.
AMENDED AND RESTATED PATENT LICENSE AGREEMENTPatent License Agreement • July 9th, 2021 • Nalu Medical, Inc. • Surgical & medical instruments & apparatus • California
This AMENDED AND RESTATED PATENT LICENSE AGREEMENT (this “Agreement”) is made effective as of June 26, 2015 (the “Effective Date”) by and between Nalu Medical, Inc., a Delaware corporation (“Nalu”) and AcceleMed, LLC, a Delaware limited liability company (“AcceleMed”). AcceleMed and Nalu are each referred to herein as such or, individually, as a “Party” or, collectively, as the “Parties.”
NALU MEDICAL, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT July 3, 2020Investors’ Rights Agreement • July 9th, 2021 • Nalu Medical, Inc. • Surgical & medical instruments & apparatus • Delaware
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is dated as of July 3, 2020, and is between Nalu Medical, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A (each, an “Investor” and collectively, the “Investors”).
