UNDERWRITING AGREEMENT between TIVIC HEALTH SYSTEMS INC. and THINKEQUITY LLC, as Representative of the Several Underwriters TIVIC HEALTH SYSTEMS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 9th, 2021 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • New York
The undersigned, Tivic Health Systems Inc., a corporation formed under the laws of the State of Delaware (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 Representative’s Warrant AgreementTivic Health Systems, Inc. • September 9th, 2021 • Electromedical & electrotherapeutic apparatus
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or his, her 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 [_____], 2022, which is one hundred eighty (180) days following the Commencement Date (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to 5:00 p.m. (New York time) on [_____], 2026, the date that is five (5) years following the Commencement Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from Tivic Health Systems, Inc., a Delaware corporation (the “Company”), up to ______1 shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Sec
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 9th, 2021 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of _________, 20__, by and between Tivic Health Systems, Inc., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
July 31, 2021Letter Agreement • September 9th, 2021 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • California
This letter agreement (this “Agreement”) is entered into between Jennifer Ernst (“you”) and Tivic Health Systems, Inc., a Delaware corporation (the “Company”). Subject to your execution hereof, this Agreement, shall become effective as of the date of the consummation of the initial public offering of the Company’s common stock, pursuant to an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the “IPO”). This Agreement confirms the terms and conditions of your employment with the Company following the consummation of the IPO and, following the IPO, this Agreement shall supersede all prior negotiations, representations or agreements between you and the Company, including any prior employment agreement, understanding or offer letter between you and the Company.
CERTAIN INFORMATION, IDENTIFIED BY [*****], HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL, AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED MASTER SERVICES AGREEMENTMaster Services Agreement • September 9th, 2021 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • California
This Master Services Agreement (“Agreement”), including all Exhibits and Appendices, is made and entered into as of the date shown on the last page of this Agreement (“Effective Date”) by and between Extron Logistics LLC with offices at 496 S. Abbott Ave, Milpitas, CA, 95035 (“Extron Logistics LLC” or “Extron”) and its affiliated entities and Tivic Health Systems, Inc. (“Client”).
Tivic Health Systems, Inc. RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • September 9th, 2021 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • California
This Restricted Stock Purchase Agreement (the “Agreement”) is made as of July 30, 2021 (the “Effective Date”), by and between Tivic Health Systems, Inc., a Delaware corporation (the “Company”), and Briana Benz (“Purchaser”) pursuant to and in accordance with the Company’s 2017 Equity Incentive Plan (the “Plan”). Capitalized terms not defined herein shall have the meanings given in the Plan.
Tivic Health Systems Inc. RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • September 9th, 2021 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • California
This Restricted Stock Purchase Agreement (the “Agreement”) is made as of ________, 2017, by and between Tivic Health Systems Inc., a California corporation (the “Company”), and ______________ (“Purchaser”).
SPECIAL PRODUCT AGREEMENT FOR BONDED INVENTORYTivic Health Systems, Inc. • September 9th, 2021 • Electromedical & electrotherapeutic apparatus • Massachusetts
This Agreement is made effective (m/d/y), between Future Electronics Corp. (“Future”), and Tivic Health, a corporation having a place of business at , (“Customer”).
AMENDMENT AgreementAmendment Agreement • September 9th, 2021 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • California
This Amendment Agreement (this “Amendment”) is made and entered into effective as of ____________, 2021 by and among Tivic Health Systems, Inc., a Delaware corporation (the “Company”), and the parties who are signatories hereto (the “Investors”).
