UNDERWRITING AGREEMENTUnderwriting Agreement • January 4th, 2023 • Emulate Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
Form of Representative’s Warrant AgreementCommon Stock Purchase Warrant • January 4th, 2023 • Emulate Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 29th, 2023 • Emulate Therapeutics, Inc. • Surgical & medical instruments & apparatus • Washington
This Amended and Restated Employment Agreement (this “Agreement”) is made and entered into as of October 1, 2023 (the “Effective Date” of this Agreement), by and between EMulate Therapeutics, Inc., a Washington corporation (formerly known as Nativis, Inc., the “Company”), and Steven E. Pope (“Employee”), to amend and restate in its entirety the prior Amended and Restated Employment Agreement relating to the employment of Employee by the Company (the “Prior Agreement”) entered into by the Company and Employee as of August 20, 2015. The term “Parties” as used in this Agreement means the Company and Employee and the term “Party” means the Company or Employee, as the context requires.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 16th, 2022 • Emulate Therapeutics, Inc. • Surgical & medical instruments & apparatus • Washington
This Exclusive License Agreement (“Agreement”) is entered into as of July 29, 2021, between EMulate Therapeutics, Inc., a company incorporated under the laws of the State of Washington, U.S. (“EMulate”), and having a principal place of business at 425 Pontius Avenue North, Suite 200, Seattle, WA 98109, U.S., and Hapbee Technologies, Inc., a company existing under the laws of the province of British Columbia, Canada, and having a principal place of business at 700 West Georgia Street, 25th Floor, Vancouver, BC V7Y 1B3, Canada (“Hapbee”). EMulate and Hapbee are sometimes each referred to herein as a “Party” and sometimes referred to herein together as the “Parties.”
ContractStock Option Agreement • August 16th, 2022 • Emulate Therapeutics, Inc. • Surgical & medical instruments & apparatus • Delaware
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 16th, 2022 • Emulate Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
This EXCLUSIVE LICENSE AGREEMENT (“Agreement”) is entered into as of April 1, 2017 (the “Effective Date”), between NATIVIS, INC., a company incorporated under the laws of the State of Washington, U.S. (“Nativis”), and having a principal place of business at 425 Pontius Avenue North, Suite 200, Seattle, WA 98109, U.S., and TEIJIN LIMITED, a company organized under the laws of Japan, and having a principal place of business at 6-7, Minami-Hommachi 1- chome, Chuo-ku, Osaka 541-8587, Japan (“Teijin”). Nativis and Teijin may be referred to herein as a “Party” and collectively as the “Parties”.
and - DISTRIBUTION AGREEMENTDistribution Agreement • August 16th, 2022 • Emulate Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
Whereas EMULATE has established itself as the owner of the Product (as hereinafter defined) and has responsibility for the GMP (as hereinafter defined) -approved manufacture thereof, in accordance with approved MAs (as hereinafter defined).
CONSULTING AGREEMENTConsulting Agreement • July 10th, 2023 • Emulate Therapeutics, Inc. • Surgical & medical instruments & apparatus • Washington
THIS CONSULTING AGREEMENT (this “Agreement”) made this 13th day of February, 2023 (the “Effective Date”) between EMulate Therapeutics, Inc., a Washington corporation (the “Company”) and West Boulder LLC, a Washington limited liability company (the “Consultant”).
MUTUAL GENERAL RELEASE AGREEMENTMutual General Release Agreement • July 10th, 2023 • Emulate Therapeutics, Inc. • Surgical & medical instruments & apparatus • Washington
This Mutual General Release Agreement (“Agreement”) is made by and among John T. Butters and Lisa C. Butters (together, the “Butters”), on the one hand, and EMulate Therapeutics, Inc. (the “Company” or “EMulate,” formerly known as Nativis, Inc.), on the other hand, as of February 6, 2023. The Butters and EMulate are referred to in this Agreement together as the “Parties.” Capitalized terms used in this Agreement without other definition have the meanings set forth in the Separation Agreements and Eighteenth Deferral Agreement, as each is defined below.
