Eargo, Inc. [●] Shares of Common Stock Underwriting AgreementEargo, Inc. • October 9th, 2020 • Orthopedic, prosthetic & surgical appliances & supplies • New York
Eargo, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [●] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • September 25th, 2020 • Eargo, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of , 20 by and between Eargo, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/an officer/an employee] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
AGREEMENT AND PLAN OF MERGER by and among PSC ECHO Parent LLC, PSC ECHO MERGER SUB INC. and Eargo, INC. Dated as of October 29, 2023Agreement and Plan of Merger • October 30th, 2023 • Eargo, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 29, 2023, is by and among PSC Echo Parent LLC, a Delaware limited liability company (“Parent”), PSC Echo Merger Sub Inc., a Delaware corporation and a direct or indirect wholly owned Subsidiary of Parent (“Merger Sub”), and Eargo, Inc., a Delaware corporation (the “Company”). Parent, the Company and Merger Sub are referred to herein as the “Parties” and each, a “Party.”
EARGO, INC. EMPLOYMENT AGREEMENTEmployment Agreement • September 25th, 2020 • Eargo, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • California
This Employment Agreement (the “Agreement”), dated September 25, 2020, is between Eargo, Inc., a Delaware corporation (the “Company”) and Adam Laponis (“Executive” and, together with the Company, the “Parties”). This Agreement will become effective as of immediately prior to the closing of the initial public offering of the Company’s common stock (the “Effective Date”). This Agreement supersedes in its entirety that certain offer letter between Executive and the Company dated as of May 8, 2019 (“Offer Letter”) effective as of the Effective Date.
OFFICE LEASE BETWEEN NASHLAND TT, LP AS LANDLORD AND EARGO, INC. AS TENANT FOR HIGHLAND RIDGE IOffice Lease • January 13th, 2023 • Eargo, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This Summary of Basic Lease Information (the “Lease Summary”) is hereby incorporated into and made a part of the attached Lease (this Lease Summary and the Lease to be known collectively as the “Lease”). In the event of a conflict between the terms of this Lease Summary and the Lease, the terms of the Lease shall prevail. Any capitalized terms used herein and not otherwise defined herein shall have the meaning as set forth in the Lease.
EARGO, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT JULY 13, 2020Investors’ Rights Agreement • September 25th, 2020 • Eargo, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • California
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of July 13, 2020, and is between Eargo, Inc., a Delaware corporation (the “Company”), the persons and entities listed on Exhibit A (each, an “Investor” and collectively, the “Investors”) and Future Fund Investment Company No. 4 Pty Ltd (ACN 134 338 908) (the “FF Beneficial Investor”).
EARGO, INC. EMPLOYMENT AGREEMENTEmployment Agreement • March 23rd, 2023 • Eargo, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • California
This Employment Agreement (the “Agreement”), entered into effective as of January 16, 2022 (the “Effective Date”), is between Eargo, Inc., a Delaware corporation (the “Company”) and Mark Thorpe (“Executive” and, together with the Company, the “Parties”). This Agreement supersedes in its entirety that certain offer letter between Executive and the Company dated as of September 10, 2019 (“Offer Letter”).
Eargo, Inc. 2020 INCENTIVE AWARD PLAN (as amended through February 1, 2023)Eargo, Inc. • March 23rd, 2023 • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities.
MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • September 25th, 2020 • Eargo, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This Manufacturing Services Agreement, together with its attached exhibits (“Exhibits”), corresponding appendices (“Appendix(ices)”), Statements of Work (defined below) and Orders (defined below) (collectively, this “Agreement”) is entered into by and between Eargo, Inc. (“Eargo”) and Hana Microelectronics Co., Ltd. (“Supplier”), and is effective as of May 5, 2017 (the “Effective Date”). The Agreement consists of the terms and conditions set forth below, all Exhibits, corresponding Appendices, Statements of Work, Orders and Approved ECOs (defined below) which reference this Agreement.
STANDARD OFFICE BUILDING LEASEOffice Building Lease • September 25th, 2020 • Eargo, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
THIS LEASE is made and entered into this 27 day of April, 2018, by and between LAGOS PROPERTIES, LLC, a Missouri limited liability company (“Landlord”) and EARGO, INC., a Delaware corporation (“Tenant”).
EARGO, INC.Restricted Stock Purchase Agreement • September 25th, 2020 • Eargo, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • California
Unless otherwise defined herein, the terms defined in the 2010 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
SUBLEASE AGREEMENTSublease Agreement • September 25th, 2020 • Eargo, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • California
This SUBLEASE AGREEMENT (this “Sublease”) is made effective as of July, 30, 2018, by, between and among Microchip Technology Incorporated, a Delaware corporation (“Sublessor”) and Eargo, Inc., a Delaware corporation (“Sublessee”), collectively referred to as the “Parties”, or individually as a “Party”.
OFFICE & PARKING LEASE Division Street Nashville, TN 37203 By and between SEV 8th and Division, LLC And Eargo, Inc.Eargo, Inc. • September 25th, 2020 • Orthopedic, prosthetic & surgical appliances & supplies • Tennessee
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 25th, 2020 • Eargo, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 6, 2018 (the “Effective Date”) among SILICON VALLEY BANK, a California corporation (“Bank”), and EARGO, INC., a Delaware corporation (“Eargo”), and EARGO HEARING, INC., a California corporation (“Eargo Hearing”, and together with Eargo, individually and collectively, “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
June 23, 2023Eargo, Inc. • August 10th, 2023 • Orthopedic, prosthetic & surgical appliances & supplies
As we have discussed, your employment with Eargo, Inc., a Delaware corporation (the “Company”) will terminate, by reason of your voluntary resignation, effective as of June 30, 2023 (the “Separation Date”). The purpose of this letter (the “Agreement”) is to confirm the terms concerning your separation from employment, as follows:
FIRST AMENDMENT TO LEASE GZI FIRST NORTH 1, LLCEargo, Inc. • May 13th, 2022 • Orthopedic, prosthetic & surgical appliances & supplies
This First Amendment to Lease is made as of this 26th day of January, 2022, by and between GZI First North 1, LLC, a Delaware Limited Liability Company, (as Lessor/Landlord) and EARGO, INC., A DELAWARE CORPORATION (as Lessee/Tenant).
FIRST AMENDMENT TO LEASE GZI FIRST NORTH 1, LLCEargo, Inc. • May 13th, 2022 • Orthopedic, prosthetic & surgical appliances & supplies
This First Amendment to Lease is made as of this 26th day of January, 2022, by and between GZI First North 1, LLC, a Delaware Limited Liability Company, (as Lessor/Landlord) and EARGO, INC., A DELAWARE CORPORATION (as Lessee/Tenant).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 30th, 2023 • Eargo, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) dated as of October 29, 2023 is entered into by and between Eargo, Inc., a Delaware corporation (the “Company”) and PSC Echo, LP, a Delaware limited partnership (the “PSC Stockholder”).
INDEMNIFICATION AND ADVANCEMENT AGREEMENTEargo, Inc. • June 27th, 2022 • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 2022 by and between Eargo, Inc., a Delaware corporation (the “Company”), and ______________, a member of the Board of Directors of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
EARGO, INC. INVESTOR RIGHTS AGREEMENT June 24, 2022Investor Rights Agreement • June 27th, 2022 • Eargo, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This INVESTOR RIGHTS AGREEMENT dated as of June 24, 2022 (this “Agreement”) is by and between Eargo, Inc., a Delaware corporation (the “Company”), and the investor(s) listed on the signature page hereto (“Investor”).
SETTLEMENT AGREEMENTSettlement Agreement • May 2nd, 2022 • Eargo, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This Settlement Agreement (“Agreement”) is entered into among the United States of America, acting through the United States Department of Justice, and on behalf of the Office of Personnel Management (“OPM”), which administers the Federal Employees Health Benefits Program (“FEHBP”) (collectively, the “United States”), and Eargo, Inc. (“Eargo” or the “Company”) (hereafter collectively referred to as “the Parties”), through their authorized representatives.
BOARD OBSERVER AGREEMENTBoard Observer Agreement • June 27th, 2022 • Eargo, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS BOARD OBSERVER AGREEMENT, dated as of June 24, 2022 (this “Agreement”), is made by and between Eargo, Inc., a Delaware corporation (the “Company”), and PSC Echo, LP (the “Investor”).
FIRST AMENDMENT TO LEASELease • May 13th, 2021 • Eargo, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
THIS FIRST AMENDMENT made and entered into this 19th day of February 2021, by and between SEV 8th and Division a Tennessee Limited Liability Company (hereinafter referred to as “Landlord”) and Eargo, Inc. a Delaware Corporation (hereinafter referred to as “Tenant”).
EARGO, INC. MANUFACTURING AGREEMENTManufacturing Agreement • September 25th, 2020 • Eargo, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • California
This Manufacturing Agreement (the “Agreement”) is entered into by and between Eargo, Inc., a Delaware corporation having its principal place of business at 295 N. Bernardo Ave, Suite 100, Mountain View, CA 94043, United States, and all affiliates and wholly owned subsidiaries (“Eargo”) and PEGATRON CORPORATION, having its principal place of business at No. 76, Ligong Street, Beitou, Taipei, Taiwan, 112 (“Supplier”), effective as of the 21 day of August, 2018 (the “Effective Date”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • June 27th, 2022 • Eargo, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This NOTE PURCHASE AGREEMENT, dated as of June 24, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with Section 12.6, this “Agreement”), is by and among EARGO, INC., a Delaware corporation (“Eargo”), EARGO HEARING, INC., a California corporation (“Eargo Hearing”), EARGO SCREENING, LLC, a Delaware limited liability company (“Eargo Screening”, together with Eargo and Eargo Hearing, each individually an “Issuer” and, collectively, the “Issuers”), the Noteholders (as defined below) from time to time party hereto, and DRIVETRAIN AGENCY SERVICES, LLC (“DriveTrain”), as administrative agent and collateral agent for the Secured Parties (in such capacities, the “Administrative Agent”).
AMENDED AND RESTATED BY-LAWS OF EARGO, INC.Eargo, Inc. • February 16th, 2024 • Orthopedic, prosthetic & surgical appliances & supplies
FIRST AMENDMENT TO LEASE GZI FIRST NORTH 1, LLCEargo, Inc. • May 13th, 2022 • Orthopedic, prosthetic & surgical appliances & supplies
This First Amendment to Lease is made as of this 26th day of January, 2022, by and between GZI First North 1, LLC, a Delaware Limited Liability Company, (as Lessor/Landlord) and EARGO, INC., A DELAWARE CORPORATION (as Lessee/Tenant).
REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN EARGO, INC. AND PSC ECHO, LP Dated as of June 24, 2022Registration Rights Agreement • June 27th, 2022 • Eargo, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of June 24, 2022, by and between Eargo, Inc., a Delaware corporation (including its successors and permitted assigns, the “Company”) and the investor listed on the signature page hereto and the other investors from time to time party hereto (each, an “Investor” and collectively, the “Investors”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A.
