UNDERWRITING AGREEMENT between CORTIGENT, INC. and THINKEQUITY LLC as Representative of the Several Underwriters CORTIGENT, INC.Underwriting Agreement • May 19th, 2023 • Cortigent, Inc. • Electromedical & electrotherapeutic apparatus • New York
The undersigned, Cortigent, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Cortigent, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) 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:
FORM OF CORTIGENT INC INDEMNIFICATION AGREEMENTIndemnification Agreement • August 28th, 2023 • Cortigent, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is entered into as of [•], 2023 by and between Cortigent Inc, a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
NON-QUALIFIED STOCK OPTION AGREEMENT UNDER the Cortigent, inc. 2023 omnibus incentive planNon-Qualified Stock Option Agreement • May 19th, 2023 • Cortigent, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
Pursuant to the Cortigent, Inc. 2023 Omnibus Incentive Plan, as amended through the date hereof (the “Plan”), (“Cortigent, Inc.” or (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock of the Company (the “Stock”) specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
COST REIMBURSEMENT CONSORTIUM RESEARCH AGREEMENTCost Reimbursement Consortium Research Agreement • April 18th, 2023 • Cortigent, Inc. • Electromedical & electrotherapeutic apparatus • California
This COST REIMBURSEMENT CONSORTIUM RESEARCH AGREEMENT (this "Agreement") is made by and between Doheny Eye Institute ("DEI"), a California nonprofit public benefit corporation, located at 1450 San Pablo Street #3000, Los Angeles, CA 90033 and Second Sight Medical Products, Inc. ("SSMP"), a California corporation, with its principal place of business at 12744 San Fernando Road, Building 3, Sylmar, CA, 91342, as of June 1, 2006 (the "Effective Date").
TRANSITION FUNDING, SUPPORT AND SERVICES AGREEMENT BY AND BETWEEN VIVANI MEDICAL, INC. AND CORTIGENT, INC. Dated as of March 19, 2023 TRANSITION FUNDING, SUPPORT AND SERVICES AGREEMENTSupport and Services Agreement • March 20th, 2023 • Cortigent, Inc. • Electromedical & electrotherapeutic apparatus • California
This TRANSITION FUNDING, SUPPORT AND SERVICES AGREEMENT (this “Agreement”), dated as of March 19, 2023 (the “Effective Date”), is by and between Vivani Medical, Inc., a California corporation (“Parent”), and Cortigent, Inc., a Delaware corporation (“Cortigent”). Parent and Cortigent may be referred to herein individually as a “Party” and collectively as the “Parties”.
ASSET CONTRIBUTION AGREEMENTAsset Contribution Agreement • January 13th, 2023 • Cortigent, Inc. • Electromedical & electrotherapeutic apparatus
THIS ASSET CONTRIBUTION AGREEMENT (as the same shall be amended or supplemented, this “Agreement”) is made and entered into as of December [-- ] , 2022 by and between Vivani Medical, Inc., a California corporation (the “Transferor”), and Cortigent Inc., a Delaware corporation (the “Company”). Transferor and Company are sometimes individually referred to herein as a “Party” and collectively as the “Parties”.
RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER CORTIGENT, INC. 2023 Omnibus Incentive PlanRestricted Stock Unit Award Agreement • May 19th, 2023 • Cortigent, Inc. • Electromedical & electrotherapeutic apparatus
Pursuant to the Cortigent, Inc. 2022 Omnibus Incentive Plan, as amended through the date hereof (the “Plan”), Cortigent, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock of the Company (the “Stock”).
FIRST AMENDMENT TO TRANSITION FUNDING, SUPPORT AND SERVICES AGREEMENTSupport and Services Agreement • August 28th, 2023 • Cortigent, Inc. • Electromedical & electrotherapeutic apparatus
This First Amendment To Transition Funding, Support and Services Agreement (this “First Amendment”) is made and entered into as of August 24, 2023 (the “First Amendment Effective Date”), between Vivani Medical, Inc., a Delaware corporation (“Parent”), and Cortigent, Inc., a Delaware corporation (“Cortigent”). Parent and Cortigent are sometimes referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein but not defined herein shall have the same meaning as set forth in the Agreement (as defined below).
INCENTIVE STOCK OPTION AGREEMENT UNDER the CORTIGENT, INC. 2023 omnibus incentive planIncentive Stock Option Agreement • May 19th, 2023 • Cortigent, Inc. • Electromedical & electrotherapeutic apparatus • California
Pursuant to the Cortigent, Inc. 2023 Omnibus Incentive Plan, as amended through the date hereof (the “Plan”), Cortigent, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock of the Company (the “Stock”) specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended, and any ambiguities herein shall be interpreted consistent with such intention.
