UNDERWRITING AGREEMENTUnderwriting Agreement • March 23rd, 2022 • Aclarion, Inc. • Services-medical laboratories • New York
The undersigned, Aclarion, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Aclarion, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Maxim Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
EMPLOYMENT AGREEMENTEmployment Agreement • March 23rd, 2022 • Aclarion, Inc. • Services-medical laboratories • Colorado
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of September 1, 2021 (the “Effective Date”) by and between Nocimed Inc. a Delaware corporation (the “Company”) and Brent Ness (“Executive”). This agreement supersedes and replaces the previous employment letter dated September 8, 2012 in its entirety.
ContractAclarion, Inc. • March 23rd, 2022 • Services-medical laboratories
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 INSTRUMENT AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
SUBORDINATED CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • March 23rd, 2022 • Aclarion, Inc. • Services-medical laboratories • California
This Subordinated Convertible Promissory Note and Warrant Purchase Agreement (this “ Agreement”) is made as of February 28, 2020 by and between Nocimed, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
SECOND AMENDMENT TO RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • March 23rd, 2022 • Aclarion, Inc. • Services-medical laboratories
This SECOND AMENDMENT TO RIGHT OF FIRST OFFER AGREEMENT (the “Amendment”) is dated and effective as of February 28, 2020 (the “Amendment Date”), by and between NOCIMED, INC., a Delaware corporation with its principal place of business at 951 Mariners Island Blvd., Suite 300, San Mateo, CA 94404 (the “Company”), and NUVASIVE, INC., a Delaware corporation with its principal place of business at 7475 Lusk Boulevard, San Diego, CA 92121 (“NuVasive”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the ROFO Agreement (as defined below).
FIRST AMENDMENT TO RIGHT OF FIRST OFFER AGREEMENTOffer Agreement • March 23rd, 2022 • Aclarion, Inc. • Services-medical laboratories
This FIRST AMENDMENT TO RIGHT OF FIRST OFFER AGREEMENT (the “Amendment”) is dated and effective as of July 27, 2017 (the “Amendment Date”), by and between NOCIMED, INC. a Delaware corporation with its principal place of business at 370 Convention Way, Redwood City, CA 94063 (the “Company”), and NUVASIVE, INC., a Delaware corporation with its principal place of business at 7475 Lusk Boulevard, San Diego, CA 92121 (“NuVasive”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Right of First Offer Agreement (as defined below).
NOCIMED, INC. CONSULTING AGREEMENTConsulting Agreement • March 23rd, 2022 • Aclarion, Inc. • Services-medical laboratories • Colorado
This Consulting Agreement (this "Agreement") is made June 15, 2021 but effective as of March 1, 2021 (the "Effective Date"), by and between Nocimed, Inc., a Delaware corporation (the "Company"), and Jeffrey Thramann ("Consultant") (each a "Party" and together the "Parties").
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 23rd, 2022 • Aclarion, Inc. • Services-medical laboratories
This FIRST AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Amendment”) is dated and effective as of February 28, 2020 (the “Amendment Date”), by and among NOCIMED, INC., a Delaware corporation (the “Company”), t he parties set forth on the signature pages hereto. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Investors Rights Agreement (as defined below).
RIGHT OF FIRST OFFER AGREEMENTFirst Offer Agreement • March 23rd, 2022 • Aclarion, Inc. • Services-medical laboratories • California
THIS RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) is effective as of February 18, 2015 (the “Effective Date”) by and between NOCIMED, INC., a Delaware corporation with its principal place of business at 370 Convention Way, Redwood City, CA 94063 (the “Company”), and NUVASIVE, INC., a Delaware corporation with its principal place of business at 7475 Lusk Boulevard, San Diego, CA 92121 (“NuVasive”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 23rd, 2022 • Aclarion, Inc. • Services-medical laboratories • Delaware
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of July 27, 2017, by and among NOCIMED, INC., a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor”.
EMPLOYMENT AGREEMENTEmployment Agreement • March 23rd, 2022 • Aclarion, Inc. • Services-medical laboratories • Colorado
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of October 1, 2021 (the "Effective Date") by and between Nocimed Inc. a Delaware corporation (the "Company") and John Lorbiecki ("Executive").
