0000950123-14-005342 Sample Contracts

SHAI POLICKER EMPLOYMENT AGREEMENT
Employment Agreement • May 9th, 2014 • Endostim, Inc. • Electromedical & electrotherapeutic apparatus • Missouri

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of June 1, 2010 (the “Effective Date”), by and between EndoStim, Inc., a Delaware corporation (the “Company”), and Shai Policker (“Employee”).

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ENDOSTIM, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT December 5, 2012*
Rights Agreement • May 9th, 2014 • Endostim, Inc. • Electromedical & electrotherapeutic apparatus • Delaware

This Second Amended and Restated Investors’ Rights Agreement (this “Agreement”) is dated as of December 5, 2012, and is between EndoStim, Inc., a Delaware corporation (the “Company”), the individuals and entities listed on Exhibit A (each, a Series C Investor,” and collectively, the “Series C Investors”), the individuals and entities listed on Exhibit B (each, a Series B-1 Investor,” and collectively, the “Series B-1 Investors”), and the individuals and entities listed on Exhibit C (each, a Series B Investor,” and collectively, the “Series B Investors”) (the Series C Investors, Series B-1 Investors, and Series B Investors each, an “Investor,” and collectively, the “Investors”). This Agreement, upon being receiving the approval of the Requisite Holders (as defined below), amends and restates in its entirety that certain Amended and Restated Investors’ Rights Agreement dated November 22, 2011 (the “Prior Agreement”), by and among the Company, the Series B-1 Investors, and the Series B In

At-Will Employment Agreement
At-Will Employment Agreement • May 9th, 2014 • Endostim, Inc. • Electromedical & electrotherapeutic apparatus • Missouri

This At-Will Employment Agreement (this “Agreement”), effective this 25th day of May, 2010 (the “Effective Date”) is by and between EndoStim, Inc., a Delaware corporation (the “Company”), and Bevil J. Hogg (“Employee”). As of the Effective Date, this Agreement shall supersede and replace that certain Consulting and Non-Competition Agreement, dated September 2, 2009, between the Company and Employee.

ENDOSTIM, INC. 2009 STOCK INCENTIVE PLAN (as amended through July 7, 2013)
Stock Incentive Plan • May 9th, 2014 • Endostim, Inc. • Electromedical & electrotherapeutic apparatus
DEVELOPMENT AND SUPPLY AGREEMENT
Development and Supply Agreement • May 9th, 2014 • Endostim, Inc. • Electromedical & electrotherapeutic apparatus • New York

THIS DEVELOPMENT AND SUPPLY AGREEMENT (the “Agreement”) is made and entered into this March 31, 2013 (the “Execution Date”) between EndoStim, Inc., with its principal business address in St. Louis, MO, USA (“EndoStim”), and C.C.C. DEL URUGUAY S.A., a Uruguayan corporation with its principal business address in Montevideo, Uruguay (“CCC”).

CONSULTING AND NON-COMPETITION AGREEMENT
Consulting and Non-Competition Agreement • May 9th, 2014 • Endostim, Inc. • Electromedical & electrotherapeutic apparatus • Missouri

THIS CONSULTING AND NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of this 21st day of May, 2010 (the “Effective Date”), by and among EndoStim, Inc., a Delaware corporation (the “Company”), and Virender K. Sharma, M.D. (“Consultant”).

INCENTIVE STOCK OPTION AGREEMENT UNDER THE ENDOSTIM, INC. 2009 STOCK INCENTIVE PLAN
Incentive Stock Option Agreement • May 9th, 2014 • Endostim, Inc. • Electromedical & electrotherapeutic apparatus • Missouri

THIS AGREEMENT (this “Agreement”), made this [ ] day of [ ], 20[ ], by and between EndoStim, Inc., a Delaware corporation (“Company”), and [ ] (“Optionee”).

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