MOVANO INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 3rd, 2024 • Movano Inc. • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 2, 2024, between Movano Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Buyers attached hereto as Addendum A (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 3rd, 2024 • Movano Inc. • Electromedical & electrotherapeutic apparatus
This Registration Rights Agreement (this “Agreement”) is made and entered into as of , 2024, between Movano, Inc., a Delaware corporation (the “Company”), and the persons listed on the Schedule of Buyers attached to the Purchase Agreement (as defined below) (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENTUnderwriting Agreement • January 31st, 2023 • Movano Inc. • Electromedical & electrotherapeutic apparatus • New York
The undersigned, Movano Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Newbridge Securities Corporation (hereinafter referred to as “you” or the “Underwriter”) as follows:
MOVANO iNC. COMMON STOCK PURCHASE WARRANTMovano Inc. • April 3rd, 2024 • Electromedical & electrotherapeutic apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_______________] 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 the initial exercise date of this Warrant identified above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 2, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Movano Inc., a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT MOVANO INC.Common Stock Purchase Warrant • January 31st, 2023 • Movano Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 31, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Movano Inc., a company incorporated under the laws of the State of Delaware (the “Company”), up to ___ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and The Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this War
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”).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • January 31st, 2023 • Movano Inc. • Electromedical & electrotherapeutic apparatus • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of January 31, 2023 (the “Issuance Date”) between Movano Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and Pacific Stock Transfer Company, a Nevada Corporation (the “Warrant Agent”).
ContractUnderwriter Warrant • March 17th, 2021 • Movano Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
4,235,304 Shares MOVANO INC. COMMON STOCK PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT November 14, 2023Underwriting Agreement • November 15th, 2023 • Movano Inc. • Electromedical & electrotherapeutic apparatus • New York
Movano Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom The Benchmark Company, LLC (the “Representative”) is acting as Representative, an aggregate of 4,235,304 shares of common stock, par value $0.0001 per share (“Common Stock”), of the Company (the “Firm Shares”) and, at the election of the Representative, up to 635,296 additional shares (the “Additional Shares”) of Common Stock (the Firm Shares and the Additional Shares being collectively called, the “Shares”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT FOR INVESTORSRegistration 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 AGREEMENTSecurities 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”).
MOVANO INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 17th, 2021 • Movano Inc. • Electromedical & electrotherapeutic apparatus • New York
The undersigned, Movano Inc. (together with its affiliates, subsidiaries, predecessors, and successors, the “Company”), a company formed under the laws of Delaware, hereby confirms its agreement with National Securities Corporation (hereinafter referred to as the “Representative”), a Washington corporation, 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:
FIRST AMENDMENT TO EMPLOYMENT LETTER AGREEMENTEmployment Letter Agreement • March 10th, 2021 • Movano Inc. • Electromedical & electrotherapeutic apparatus
This First Amendment (this “Amendment”) to that certain Employment Offer Letter Agreement dated November 29, 2019 (the “Agreement”), by and between Jeremy Cogan (the “Employee”) and Movano Inc. (the “Company”), is effective February 10, 2021.
August 27, 2020Letter 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”).
AMENDMENT NO. 1 TO AT THE MARKET ISSUANCE AGREEMENTMovano Inc. • May 29th, 2024 • Electromedical & electrotherapeutic apparatus
SUBORDINATED CONVERTIBLE PROMISSORY NOTEPurchase 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 AGREEMENTNote 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 AGREEMENTSeries 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 AGREEMENTConsent 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 AGREEMENTSeries 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 INVESTORSRegistration 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 AGREEMENTSeries 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).
