ContractInnovega Inc. • February 4th, 2021
THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • February 4th, 2021 • Innovega Inc. • Delaware
THIS ESCROW AGREEMENT, dated as of (“Escrow Agreement”), is by and between SI Securities, LLC (“SI Securities”), , a (“Issuer”), and The Bryn Mawr Trust Company of Delaware (“BMTC DE”), a Delaware entity, as Escrow Agent hereunder (“Escrow Agent”). Capitalized terms used herein, but not otherwise defined, shall have the meaning set forth in that certain Issuer Agreement by and between Issuer and SI Securities executed prior hereto (the “Issuer Agreement”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 4th, 2021 • Innovega Inc. • New York
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
SI Securities, LLCAgreement • February 4th, 2021 • Innovega Inc. • New York
INNOVEGA INC. AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • February 4th, 2021 • Innovega Inc. • New York
This Amended and Restated Stockholders’ Agreement (the “Agreement”) is made as of [______], 2021 by and among Innovega Inc., a Delaware corporation (the “Company”), the holders of shares of Common Stock listed on Exhibit A (individually, a “Common Holder” and collectively, the “Common Holders”), the holders of shares of Series Seed Preferred Stock listed on Exhibit B, and the holders of Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series A-3 Preferred Stock listed on Exhibit C (the persons and entities listed on Exhibit B and Exhibit C, individually, an “Investor” and collectively, the “Investors” and together with the Common Holders, the “Stockholders”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 4th, 2021 • Innovega Inc. • Washington
This Note Purchase Agreement, dated as of January 22, 2019 (this “Agreement”), is entered into by and among Innovega Inc., a Delaware corporation (the “Company”), each person or entity listed on the schedule of investors attached as Schedule I hereto (each, an “Investor” and collectively, the “Investors”), as such Schedule I may be amended in accordance with Section 4 hereof.
AMENDMENT TO 2019 CONVERTIBLE PROMISSORY NOTESConvertible Promissory Notes • February 4th, 2021 • Innovega Inc.
This Amendment to 2019 Convertible Promissory Notes (this “Amendment”) is dated as of [_____] and is by and among Innovega Inc., a Delaware corporation (“Company”), and the investors (“Investors”) listed on the signature pages hereto, which represent a Majority in Interest (as defined in the Notes).
INNOVEGA INC. AMENDMENT TO 2019–2020 SAFESInnovega Inc. • February 4th, 2021 • Washington
This Amendment to 2019–2020 Safes (this “Amendment”) is entered into by and between Innovega Inc., a Delaware corporation (“Company”), and each of the investors (each, an “Investor”) listed on the signature pages hereto, in each case effective as of the date of such Investor’s signature on its signature page hereto.
INNOVEGA INC. NOTE CONVERSION ACKNOWLEDGMENTInnovega Inc. • February 4th, 2021
This Note Conversion Acknowledgment (“Agreement”) is entered into effective as of __________, 2021, by and between Innovega Inc., a Delaware corporation (the “Company”), and the undersigned holder of one or more convertible promissory notes issued by the Company (“Note Holder”).
INNOVEGA INC. SAFE CONVERSION ACKNOWLEDGMENTInnovega Inc. • February 4th, 2021
This SAFE Conversion Acknowledgment (“Agreement”) is entered into effective as of __________, 2021, by and between Innovega Inc., a Delaware corporation (the “Company”), and the undersigned holder of one or more simple agreements for future equity (each, as amended, a “Safe”) issued by the Company (“Safe Holder”). All capitalized terms used but not defined in this Agreement shall have the meanings set forth in each Safe.
