NEUROSIGMA, INC. FORM OF COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • February 14th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • California
This Common Stock Purchase Agreement, dated as of , 20 , (this “Agreement”) is entered into by and between NeuroSigma, Inc., a Delaware corporation (the “Company”), and (the “Investor”).
FORM OF WARRANTNeuroSigma, Inc. • February 14th, 2014 • Electromedical & electrotherapeutic apparatus • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
NEUROSIGMA, INC. FORM OF NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • February 14th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • California
This NOTE AND WARRANT PURCHASE AGREEMENT, dated as of , 20 , (this “Agreement”) is entered into by and among NeuroSigma, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each an “Investor” and, collectively, the “Investors”).
NEUROSIGMA, INC. 2010 Option/Stock Issuance Plan Form of Stock Purchase AgreementStock Purchase Agreement • February 14th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • California
NEUROSIGMA, INC. FORM OF NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • February 14th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • California
This Note and Warrant Purchase Agreement, dated as of , 2011, (this “Agreement”) is entered into by and among NeuroSigma, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each an “Investor” and, collectively, the “Investors”).
NEUROSIGMA, INC. EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENTConfidential Information And • February 14th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • California
This Confidential Information and Invention Assignment Agreement (“Agreement”) is made as of the date set forth on the signature page below between NeuroSigma, Inc., its subsidiaries, affiliates, successors or assigns (together the “Company”), and Christopher DeGiorgio, M.D. (hereinafter referred to as “Employee”). Employee hereby agrees: As a condition of my employment with the Company, and in consideration of (i) my employment with the Company on a going forward basis, (ii) my receipt of the compensation now and hereafter paid to me by the Company, (iii) other good and valuable consideration from the Company the receipt and sufficiency of which I hereby acknowledge, I agree to the following:
FIRST AMENDMENTFirst Amendment • February 14th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus
THIS FIRST AMENDMENT (this “Amendment”) is made and entered into as of December 26, 2012, by and between CA-10960 WILSHIRE LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and NEUROSIGMA, INC., a Delaware corporation (“Tenant”).
OFFICE LEASEOffice Lease • February 14th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • California
This Office Lease (this “Lease”), dated as of the date set forth in Section 1.1, is made by and between CA-10960 WILSHIRE LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and NEUROSIGMA, INC., a Delaware corporation (“Tenant”). The following exhibits are incorporated herein and made a part hereof: Exhibit A (Outline of Premises); Exhibit B (Work Letter); Exhibit C (Form of Confirmation Letter); Exhibit D (Rules and Regulations); Exhibit E (Judicial Reference); Exhibit F (Additional Provisions); and Exhibit G (Asbestos Notification).
ESCROW AGREEMENTEscrow Agreement • February 14th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • California
This Escrow Agreement (this “Agreement”) is made and entered into as of December 26, 2013 by and between NeuroSigma, Inc. (the “Company”), a Delaware corporation (the “Company”), and Blackmore Escrow, Inc., a California corporation with its principal place of business at 19700 Fairchild Road, Suite 110, Irvine, California 92612 (the “Escrow Holder”).
NEUROSIGMA, INC. Form of Addendum to Stock Option AgreementNeuroSigma, Inc. • February 14th, 2014 • Electromedical & electrotherapeutic apparatus
The following provisions are hereby incorporated into, and are hereby made a part of, that certain Stock Option Agreement (the “Option Agreement”) by and between NeuroSigma, Inc. (the “Corporation”) and (“Optionee”) evidencing the stock option (the “Option”) granted to Optionee under the terms of the NeuroSigma, Inc. 2010 Stock Option/Stock Issuance Plan, and such provisions shall be effective immediately. All capitalized terms in this Addendum, to the extent not otherwise defined herein, shall have the meanings assigned to such terms in the Option Agreement.
FORM OF WARRANTNeuroSigma, Inc. • February 14th, 2014 • Electromedical & electrotherapeutic apparatus • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
FORM OF WARRANTNeuroSigma, Inc. • February 14th, 2014 • Electromedical & electrotherapeutic apparatus • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
NEUROSIGMA, INC. FORM OF NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • February 14th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • California
This NOTE AND WARRANT PURCHASE AGREEMENT, dated as of , 20 , (this “Agreement”) is entered into by and among NeuroSigma, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each an “Investor” and, collectively, the “Investors”).
