0001213900-21-006218 Sample Contracts

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”).

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT FOR INVESTORS
Registration 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 AGREEMENT
Securities 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”).

August 27, 2020
Letter Agreement • 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”).

SUBORDINATED CONVERTIBLE PROMISSORY NOTE
Purchase Agreement • 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.

NOTE PURCHASE AGREEMENT
Note 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 AGREEMENT
Series 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).

CONSENT AND AMENDMENT AGREEMENT
Consent and Amendment Agreement • February 2nd, 2021 • Movano Inc. • Electromedical & electrotherapeutic apparatus • New York

This CONSENT AND AMENDMENT AGREEMENT (this “Agreement”), dated as of [ ], 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 meaning ascribed to such terms in the Series A Purchase Agreement (as defined below).

AMENDMENT TO THE SERIES B PURCHASE AGREEMENT
Series B 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 B Purchase Agreement (as defined below).

REGISTRATION RIGHTS AGREEMENT FOR INVESTORS
Registration Rights Agreement for Investors • February 2nd, 2021 • Movano Inc. • Electromedical & electrotherapeutic apparatus • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [_____], 2018, by and among Maestro Sensors Inc., a Delaware corporation (“Company”), and the persons listed on Schedule A hereto, referred to individually as the “Stockholder” and collectively as the “Stockholders”.

AMENDMENT TO THE SERIES A PURCHASE AGREEMENT
Series a Purchase Agreement • February 2nd, 2021 • Movano Inc. • Electromedical & electrotherapeutic apparatus

This Amendment (this “Amendment”), dated as of August 27, 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).

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