Movano Inc. Sample Contracts
MOVANO iNC. COMMON STOCK PURCHASE WARRANTSecurity Agreement • April 3rd, 2024 • Movano Inc. • Electromedical & electrotherapeutic apparatus
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 the initial exercise date of this Warrant identified above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 2, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Movano Inc., a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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).
COMMON STOCK PURCHASE WARRANT MOVANO INC.Common Stock Purchase Warrant • January 31st, 2023 • Movano Inc. • Electromedical & electrotherapeutic apparatus • New York
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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 31, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Movano Inc., a company incorporated under the laws of the State of Delaware (the “Company”), up to ___ shares of Common Stock (as subject to adjustment hereunder, 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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and The Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this War
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 3rd, 2024 • Movano Inc. • Electromedical & electrotherapeutic apparatus
This Registration Rights Agreement (this “Agreement”) is made and entered into as of , 2024, between Movano, Inc., a Delaware corporation (the “Company”), and the persons listed on the Schedule of Buyers attached to the Purchase Agreement (as defined below) (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
MOVANO INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 3rd, 2024 • Movano Inc. • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 2, 2024, between Movano Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Buyers attached hereto as Addendum A (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
INDEMNIFICATION AGREEMENT FOR MOVANO INC.Indemnification Agreement • February 2nd, 2021 • Movano Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Indemnification Agreement (this “Agreement”) is effective as of [●], between Movano Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
UNDERWRITING AGREEMENTUnderwriting Agreement • January 31st, 2023 • Movano Inc. • Electromedical & electrotherapeutic apparatus • New York
The undersigned, Movano Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Newbridge Securities Corporation (hereinafter referred to as “you” or the “Underwriter”) as follows:
WARRANT AGENT AGREEMENTWarrant Agent Agreement • January 31st, 2023 • Movano Inc. • Electromedical & electrotherapeutic apparatus • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of January 31, 2023 (the “Issuance Date”) between Movano Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and Pacific Stock Transfer Company, a Nevada Corporation (the “Warrant Agent”).
ContractWarrant Agreement • March 17th, 2021 • Movano Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 2nd, 2026 • Corvex, Inc. • Services-computer processing & data preparation • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 31, 2026, between Corvex, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
4,235,304 Shares MOVANO INC. COMMON STOCK PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT November 14, 2023Underwriting Agreement • November 15th, 2023 • Movano Inc. • Electromedical & electrotherapeutic apparatus • New York
Movano Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom The Benchmark Company, LLC (the “Representative”) is acting as Representative, an aggregate of 4,235,304 shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Firm Shares”) and, at the election of the Representative, up to 635,296 additional shares (the “Additional Shares”) of Common Stock (the Firm Shares and the Additional Shares being collectively called, the “Shares”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 2nd, 2026 • Corvex, Inc. • Services-computer processing & data preparation
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 31, 2026, by and between Corvex, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT FOR INVESTORSRegistration Rights Agreement • February 2nd, 2021 • Movano Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is effective as of March 28, 2019 by and among Movano Inc., a Delaware corporation (“Company”), and the persons listed on Schedule A hereto, referred to individually as the “Stockholder” and collectively as the “Stockholders”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 2nd, 2021 • Movano Inc. • Electromedical & electrotherapeutic apparatus • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of [__________], 2019 (the “Effective Date”), is by and among Movano Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Buyers, attached hereto as Exhibit A (individually, a “Buyer” and collectively, the “Buyers”).
OFFICE LEASE BERNAL CORPORATE PARK BERNAL CORPORATE PLAZA II BERNAL CORPORATE PARK II-E, LLC,Office Lease • April 9th, 2025 • Movano Inc. • Electromedical & electrotherapeutic apparatus • California
This Office Lease, which includes the preceding Summary of Basic Lease Information (the “Summary”) attached hereto and incorporated herein by this reference (the Office Lease and Summary to be known sometimes collectively hereafter as the “Lease”), dated as of the date set forth in Section 1 of the Summary, is made by and between BERNAL CORPORATE PARK II-E, LLC, a Delaware limited liability company (collectively, “Landlord”), and MOVANO INC., a Delaware corporation (“Tenant”).
MOVANO INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 17th, 2021 • Movano Inc. • Electromedical & electrotherapeutic apparatus • New York
The undersigned, Movano Inc. (together with its affiliates, subsidiaries, predecessors, and successors, the “Company”), a company formed under the laws of Delaware, hereby confirms its agreement with National Securities Corporation (hereinafter referred to as the “Representative”), a Washington corporation, and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
FIRST AMENDMENT TO EMPLOYMENT LETTER AGREEMENTEmployment Agreement • March 10th, 2021 • Movano Inc. • Electromedical & electrotherapeutic apparatus
This First Amendment (this “Amendment”) to that certain Employment Offer Letter Agreement dated November 29, 2019 (the “Agreement”), by and between Jeremy Cogan (the “Employee”) and Movano Inc. (the “Company”), is effective February 10, 2021.
INDEMNIFICATION AGREEMENT FOR CORVEX, INC.Indemnification Agreement • February 5th, 2026 • Movano Inc. • Services-computer processing & data preparation • Delaware
This Indemnification Agreement (this “Agreement”) is effective as of , between Corvex, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
August 27, 2020Agreement • February 2nd, 2021 • Movano Inc. • Electromedical & electrotherapeutic apparatus • California
This letter agreement (the “Agreement”) between Movano Inc. (fka Maestro Sensors Inc.) (together with its subsidiaries and successors, the “Company”) and Emily Wang Fairbairn (“Emily”) and Maestro Venture Partners LLC, and each of my other affiliates and their respective affiliates, (the “Lead Investor”) amends and restates the Agreement dated March 14, 2018 between the Lead Investor and the Company (the “Original Agreement”).
CORVEX, INC. April 28, 2026Director Services Agreement • August 14th, 2026 • Corvex, Inc. • Services-computer processing & data preparation
This letter agreement is to confirm our understanding with respect to your role as a member of the Board of Directors (the “Board”) of Corvex, Inc. (the “Company”). On behalf of the Company, I would like to state that we are delighted by your interest in the Company and your willingness to serve the Company as a member of the Board. The Company looks forward to a continued mutually beneficial association with you on the following terms, which are hereby made effective as of the date you are elected as a member of the Board at the Company’s 2026 Annual Meeting of Stockholders to be held in May 2026 (the “Effective Date”):
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 19th, 2026 • Movano Inc. • Services-computer processing & data preparation • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER is made and entered into as of March 19, 2026, by and among Movano Inc., a Delaware corporation (“Parent”), Thor Merger Sub Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), and Corvex, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
FORM OF PREFERRED STOCK SUBSCRIPTION AGREEMENTPreferred Stock Subscription Agreement • November 10th, 2025 • Movano Inc. • Electromedical & electrotherapeutic apparatus
This Preferred Stock Subscription Agreement (this “Subscription Agreement”) is made and entered into by and among Movano Inc., a Delaware corporation (the “Company”) and the investors listed on the signature pages hereto (each an “Investor” and together, the “Investors”) in connection with the proposed business combination (the “Merger”) of the Company and Corvex Inc., a Delaware corporation (“Corvex”), pursuant to which, among other things, Corvex will be merged into a wholly-owned subsidiary of the Company.
FORM OF PARENT STOCKHOLDER SUPPORT AGREEMENTParent Stockholder Support Agreement • November 10th, 2025 • Movano Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Parent Stockholder Support Agreement (this “Agreement”) is made as of November 6, 2025, by and among (i) Corvex, Inc., a Delaware corporation (the “Company”), and (ii) the undersigned stockholder (“Holder”) of Parent. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as hereinafter defined).
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 10th, 2025 • Movano Inc. • Electromedical & electrotherapeutic apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of November 6, 2025, by and among Movano Inc., a Delaware corporation (“Parent”), Thor Merger Sub Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), and Corvex, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among: MOVANO INC., a Delaware corporation, THOR MERGER SUB INC., a Delaware corporation, and CORVEX, INC., a Delaware corporation Made and entered into as of March 19, 2026Agreement and Plan of Merger • March 31st, 2026 • Corvex, Inc. • Services-computer processing & data preparation • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER is made and entered into as of March 19, 2026, by and among Movano Inc., a Delaware corporation (“Parent”), Thor Merger Sub Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub“), and Corvex, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • November 14th, 2025 • Movano Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is made and entered into as of November 3, 2025, by and between EVIE HOLDINGS, LLC (“Lender”) and MOVANO Inc., a Delaware corporation (the “Borrower”).
EXECUTIVE AGREEMENTExecutive Agreement • March 19th, 2026 • Movano Inc. • Services-computer processing & data preparation • Virginia
This EXECUTIVE AGREEMENT (this “Agreement”) dated as of March 19, 2026 (the “Effective Date”), is entered by and between Corvex, Inc. (the “Company”), and Seth Demsey (“Executive”). Each of the Company and Executive are a “Party,” and collectively, they are the “Parties.”
AMENDMENT NO. 1 TO AT THE MARKET ISSUANCE AGREEMENTAt the Market Issuance Agreement • May 29th, 2024 • Movano Inc. • Electromedical & electrotherapeutic apparatus
SUBORDINATED CONVERTIBLE PROMISSORY NOTEConvertible Note • February 2nd, 2021 • Movano Inc. • Electromedical & electrotherapeutic apparatus • California
This Note has been issued pursuant to that certain Note Purchase Agreement, dated as of February [●], 2020 (the “Purchase Agreement”), by and among the Company, the original holder of this Note and certain other investors and is subject to the provisions of the Purchase Agreement. This Note is subordinated to all indebtedness of the Company to banks, commercial finance lenders or other lending institutions regularly engaged in the business of lending money (the “Senior Indebtedness”), whether now existing or hereafter arising, in each case whether direct or indirect, absolute or contingent, due or to become due. The following is a statement of the rights of Holder and the terms and conditions to which this Note is subject, and to which the Holder hereof, by the acceptance of this Note, agrees.
SECOND AMENDMENT TO LEASELease • April 9th, 2025 • Movano Inc. • Electromedical & electrotherapeutic apparatus
THIS SECOND AMENDMENT TO LEASE (“Amendment”) is made and entered into as of the 9th day of January, 2024, but is retroactively effective as of December 1, 2023, by and between BERNAL CORPORATE PARK 11-E, LLC, a Delaware limited liability company (“Landlord”), and MOVANO INC., a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO LEASELease • April 9th, 2025 • Movano Inc. • Electromedical & electrotherapeutic apparatus
THIS FIRST AMENDMENT TO LEASE (“Amendment”) is made and entered into as of the 22nd day of April, 2022, by and between BERNAL CORPORATE PARK II-E, LLC, a Delaware limited liability company (“Landlord”), and MOYANO INC., a Delaware corporation (“Tenant”).
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • November 14th, 2025 • Movano Inc. • Electromedical & electrotherapeutic apparatus • New York
This Intellectual Property Security Agreement (this “Agreement”) is entered into as of August 6, 2025, by and between MOVANO INC., a Delaware corporation (“Borrower”) and EVIE HOLDINGS, LLC (“Lender”).
LOAN AGREEMENT dated as of August 6, 2025 among MOVANO INC. as Borrower and EVIE HOLDINGS, LLC as LenderLoan Agreement • November 14th, 2025 • Movano Inc. • Electromedical & electrotherapeutic apparatus • New York
LOAN AGREEMENT dated as of August 6, 2025 (this “Agreement”), by and among MOVANO INC., a Delaware corporation (the “Borrower”), and EVIE HOLDINGS, LLC (the “Lender”).
THIRD AMENDMENT TO LEASELease • April 9th, 2025 • Movano Inc. • Electromedical & electrotherapeutic apparatus
THIS THIRD AMENDMENT TO LEASE ("Amendment") is made and entered into as of the 19th day of June, 2024 by and between BERNAL CORPORATE PARK II-E, LLC, a Delaware limited liability company ("Landlord"), and MOVANO INC., a Delaware corporation ("Tenant").
NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 2nd, 2021 • Movano Inc. • Electromedical & electrotherapeutic apparatus • California
This Note Purchase Agreement (this “Agreement”) is made as of [____], 2020 by and among Movano Inc., a Delaware corporation (the “Company”), and the parties listed on the Schedule of Investors attached to this Agreement as Exhibit A (each individually an “Investor” and collectively the “Investors”).
AMENDMENT TO THE SERIES A PURCHASE AGREEMENTSeries a Purchase Agreement • February 2nd, 2021 • Movano Inc. • Electromedical & electrotherapeutic apparatus
This Amendment (this “Amendment”), dated as of December 2, 2019, is by and among Movano Inc. (f/k/a Maestro Sensors Inc.), a Delaware corporation (the “Company”), and the other Persons party hereto. Capitalized terms used, but not defined, herein shall have the same respective meanings ascribed to such terms in the Series A Purchase Agreement (as defined below).