SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 5th, 2024 • Vivani Medical, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 1, 2024, between Vivani Medical, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2021 • Second Sight Medical Products Inc • Electromedical & electrotherapeutic apparatus • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 23, 2021, between Second Sight Medical Products, Inc., a California corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENT betweenUnderwriting Agreement • June 28th, 2021 • Second Sight Medical Products Inc • Electromedical & electrotherapeutic apparatus • New York
As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 22nd Floor New York, New York 10004
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 26th, 2021 • Second Sight Medical Products Inc • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 23, 2021, between Second Sight Medical Products, Inc., a California corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECOND SIGHT MEDICAL PRODUCTS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 2nd, 2014 • Second Sight Medical Products Inc • Electromedical & electrotherapeutic apparatus • California
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of June_____, 2014 between Second Sight Medical Products, Inc., a California corporation (the “Company”), and ____________________ (“Indemnitee”).
COMMON STOCK PURCHASE WARRANT vivani medical, inc.Common Stock Purchase Warrant • March 5th, 2024 • Vivani Medical, Inc. • 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 date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March [_], 20271 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Vivani Medical, 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).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • April 22nd, 2024 • Vivani Medical, Inc. • Electromedical & electrotherapeutic apparatus • New York
Vivani Medical, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.0001 per share (the “Common Shares”), having an aggregate offering price of up to $75,000,000 on the terms set forth in this agreement (this “Agreement”).
SECOND SIGHT MEDICAL PRODUCTS, INC. Common Stock (no par value per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • October 31st, 2017 • Second Sight Medical Products Inc • Electromedical & electrotherapeutic apparatus • New York
Second Sight Medical Products, Inc., a California corporation (the “Company”), confirms its agreement (this “Agreement”) with FBR Capital Markets & Co. (“FBR”) and H.C. Wainwright & Co., LLC (“HCW”; each of FBR and HCW individually an “Agent” and collectively, the “Agents”) as follows:
Representative’s Warrant AgreementRepresentative’s Warrant Agreement • May 6th, 2020 • Second Sight Medical Products Inc • Electromedical & electrotherapeutic apparatus
THIS WARRANT TO PURCHASE COMMON STOCK (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 October 28, 2020 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the date of the Underwriting Agreement (as defined herein) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Second Sight Medical Products, Inc., a California corporation (the “Company”), up to ______ shares of Common Stock, no par value, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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).
ContractWarrant Agreement • August 12th, 2014 • Second Sight Medical Products Inc • California
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.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 5th, 2024 • Vivani Medical, Inc. • Electromedical & electrotherapeutic apparatus • New York
SUBSCRIPTION AND INFORMATION AGENT AGREEMENTSubscription and Information Agent Agreement • January 26th, 2017 • Second Sight Medical Products Inc • Electromedical & electrotherapeutic apparatus • Pennsylvania
This Subscription and Information Agent Agreement (the “Agreement”) is entered into as of this [___] day of [_____] 2017 by and between, [_____], organized and existing under the laws of [_____] (the “Corporation”), and Broadridge, Inc., a corporation having its principal offices in Philadelphia, Pennsylvania (“Broadridge”).
SECOND SIGHT MEDICAL PRODUCTS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 2nd, 2014 • Second Sight Medical Products Inc • Electromedical & electrotherapeutic apparatus • California
The undersigned, Second Sight Medical Products, Inc., a California corporation (the “Company”), hereby confirms its agreement with MDB Capital Group, LLC (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”), as follows:
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 26th, 2021 • Second Sight Medical Products Inc • Electromedical & electrotherapeutic apparatus • New York
MDB Capital Group, LLCLock-Up Agreement • October 2nd, 2014 • Second Sight Medical Products Inc • Electromedical & electrotherapeutic apparatus
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 14th, 2018 • Second Sight Medical Products Inc • Electromedical & electrotherapeutic apparatus • California
This Securities Purchase Agreement (this “Agreement”) is dated as of December 12, 2018, between Second Sight Medical Products, Inc., a California corporation (the “Company”), and each purchaser identified on Exhibit A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
WARRANT AGREEMENTWarrant Agreement • January 26th, 2017 • Second Sight Medical Products Inc • Electromedical & electrotherapeutic apparatus • New York
This Warrant Agreement made as of January , 2017 is between Second Sight Medical Products, Inc., a California corporation, with offices at 12744 San Fernando Road, Suite 400, Sylmar, California 91342 (the “Company”), and VStock Transfer, LLC, with offices at 18 Lafayette Place, Woodmere, New York (the “Warrant Agent”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN SECOND SIGHT MEDICAL PRODUCTS INC., [SUBSIDIARY] AND PIXIUM VISION.Separation and Distribution Agreement • January 6th, 2021 • Second Sight Medical Products Inc • Electromedical & electrotherapeutic apparatus • Delaware
THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is made effective as of the [___] day of [__________], 2021 by and between Second Sight Medical Products Inc., a California corporation (“Parent”), [Subsidiary], a Delaware corporation (“SpinCo”) and a wholly-owned subsidiary of Parent, and Pixium Vision a société anonyme having its registered office at 74, rue du Faubourg Saint-Antoine, 75012 Paris, France, registered with the trade and companies registry (register du commerce et des sociétés) of Paris under number 538 797 655 (“Pixium”). Certain capitalized terms used herein are defined in Article I below.
CONTRIBUTION AGREEMENTContribution Agreement • January 6th, 2021 • Second Sight Medical Products Inc • Electromedical & electrotherapeutic apparatus
mission to issue the reports referred to in articles L.225-147 and L.236-10 of the French Commercial Code and to carry out the checks and verifications required by French law (hereafter the « Valuing Auditors »).
EXCLUSIVE License AgreementExclusive License Agreement • January 6th, 2021 • Second Sight Medical Products Inc • Electromedical & electrotherapeutic apparatus • California
This Exclusive License Agreement (this “Agreement”) is entered into as of [________], 2021 (the “Effective Date”) by and between Second Sight Medical Products Inc., a California corporation (“Licensor”), and [Subsidiary], a Delaware corporation (“Company”). Each of Licensor and Company shall hereafter be deemed a “Party,” and, together, the “Parties.”
SECOND SIGHT MEDICAL PRODUCTS, INC. SHAREHOLDERS AGREEMENT September 5, 2003Shareholder Agreement • November 6th, 2014 • Second Sight Medical Products Inc • Electromedical & electrotherapeutic apparatus • California
VOTING AGREEMENTVoting Agreement • January 6th, 2021 • Second Sight Medical Products Inc • Electromedical & electrotherapeutic apparatus
VOTING AGREEMENT (this “Voting Agreement”), dated as of January 5, 2021, by and among Pixium Vision, a société anonyme having its registered office at 74, rue du Faubourg Saint-Antoine, 75012 Paris, France, registered with the trade and companies registry (register du commerce et des sociétés) of Paris under number 538 797 655 (“Pixium”) and Matthew Pfeffer (the “Stockholder”).
JOINT RESEARCH AND DEVELOPMENT AGREEMENT Between THE JOHNS HOPKINS UNIVERSITY APPLIED PHYSICS LABORATORY AND SECOND SIGHT MEDICAL PRODUCTS, INC.Joint Research and Development Agreement • November 6th, 2014 • Second Sight Medical Products Inc • Electromedical & electrotherapeutic apparatus • Maryland
This Joint Research and Development Agreement (“Agreement”) is made and entered into by and between The Johns Hopkins University Applied Physics Laboratory LLC (“JHU/APL”), and Second Sight Medical Products, Inc. (“Company”) hereinafter collectively referred to as the Parties.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 25th, 2015 • Second Sight Medical Products Inc • Electromedical & electrotherapeutic apparatus • California
This Executive Employment Agreement (this “Agreement”) is made and entered into as of June 19, 2015 by and Second Sight Medical Products, Inc., a California corporation (“Company”) and Will McGuire (“Executive”), whose address [___________________________], with reference to the following:
JOINT RESEARCH AND DEVELOPMENT AGREEMENT Between THE JOHNS HOPKINS UNIVERSITY APPLIED PHYSICS LABORATORY AND SECOND SIGHT MEDICAL PRODUCTS, INC.Joint Research and Development Agreement • October 2nd, 2014 • Second Sight Medical Products Inc • Electromedical & electrotherapeutic apparatus • Maryland
This Joint Research and Development Agreement (“Agreement”) is made and entered into by and between The Johns Hopkins University Applied Physics Laboratory LLC (“JHU/APL”), and Second Sight Medical Products, Inc. (“Company”) hereinafter collectively referred to as the Parties.
Re: Notice of Record Date for Shareholder Vote on Fundamental TransactionWarrant Agreement • June 7th, 2022 • Second Sight Medical Products Inc • Electromedical & electrotherapeutic apparatus
Reference is made to the Warrant Agreement (the “Agreement”) by and between Second Sight Medical Products, Inc. (“Second Sight”) and VStock Transfer, LLC (the “Warrant Agent”) (https://www.sec.gov/Archives/edgar/data/1266806/000161577417000080/s105077_ex4-4.htm). Capitalized terms not otherwise defined herein have the meanings given in the Agreement.
COST REIMBURSEMENT CONSORTIUM RESEARCH AGREEMENTCost Reimbursement Consortium Research Agreement • October 2nd, 2014 • Second Sight Medical Products Inc • Electromedical & electrotherapeutic apparatus • California
This COST REIMBURSEMENT CONSORTIUM RESEARCH AGREEMENT (this "Agreement") is made by and between Doheny Eye Institute ("DEI"), a California nonprofit public benefit corporation, located at 1450 San Pablo Street #3000, Los Angeles, CA 90033 and Second Sight Medical Products, Inc. ("SSMP"), a California corporation, with its principal place of business at 12744 San Fernando Road, Building 3, Sylmar, CA, 91342, as of June 1, 2006 (the "Effective Date").
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 4th, 2018 • Second Sight Medical Products Inc • Electromedical & electrotherapeutic apparatus • California
This Executive Employment Agreement (this “Agreement”) is made and entered into as of August 28, 2018 by and Second Sight Medical Products, Inc., a California corporation (“Company”) and Patrick Ryan (“Executive”), whose address is 169 Pape Avenue, Toronto, Ontario M4M 2W1, Canada with reference to the following:
memorandum of understandingMemorandum of Understanding • January 6th, 2021 • Second Sight Medical Products Inc • Electromedical & electrotherapeutic apparatus
TRANSITION FUNDING, SUPPORT AND SERVICES AGREEMENT BY AND BETWEEN VIVANI MEDICAL, INC. AND CORTIGENT, INC. Dated as of March 19, 2023 TRANSITION FUNDING, SUPPORT AND SERVICES AGREEMENTTransition Funding, Support and Services Agreement • March 21st, 2023 • Vivani Medical, Inc. • Electromedical & electrotherapeutic apparatus • California
This TRANSITION FUNDING, SUPPORT AND SERVICES AGREEMENT (this “Agreement”), dated as of March 19, 2023 (the “Effective Date”), is by and between Vivani Medical, Inc., a California corporation (“Parent”), and Cortigent, Inc., a Delaware corporation (“Cortigent”). Parent and Cortigent may be referred to herein individually as a “Party” and collectively as the “Parties”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 16th, 2018 • Second Sight Medical Products Inc • Electromedical & electrotherapeutic apparatus • California
This Securities Purchase Agreement (this “Agreement”) is dated as of August 14, 2018, between Second Sight Medical Products, Inc., a California corporation (the “Company”), and each purchaser identified on Exhibit A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
TERMINATION AGREEMENTTermination Agreement • March 26th, 2021 • Second Sight Medical Products Inc • Electromedical & electrotherapeutic apparatus • New York
THIS TERMINATION AGREEMENT (this “Agreement”) is made by and between Hudson Bay Capital Management (“Hudson Bay”) and Second Sight Medical Products, Inc., a California corporation (the “Company”) as of March 23, 2021.
EMPLOYEE OPTION AGREEMENTEmployee Option Agreement • August 12th, 2014 • Second Sight Medical Products Inc • California
SECOND SIGHT MEDICAL PRODUCTS, INC., a California corporation (the "Company"), hereby grants to ________________ (the “Optionee”) an option (the “Option”) to purchase _____________________ (________) Shares of the Company at _____________($_____) per Unit (the "Exercise Price"), subject to the following terms and conditions:
ContractConvertible Promissory Note • August 12th, 2014 • Second Sight Medical Products Inc
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION STATEMENT UNDER THE ACT WITH RESPECT TO THIS NOTE HAS BECOME EFFECTIVE OR UNLESS THE HOLDER ESTABLISHES TO THE SATISFACTION OF THE COMPANY THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
WAIVER OF CLOSING CONDITION UNDER MERGER AGREEMENTWaiver of Closing Condition • September 2nd, 2022 • Vivani Medical, Inc. • Electromedical & electrotherapeutic apparatus
Reference is made to that certain Agreement and Plan of Merger, dated as of February 4, 2022 (the “Agreement”), by and among Second Sight Medical Products, Inc., a California corporation (the “Company”), Nano Precision Medical, Inc., a California corporation (“NPM”), and NPM Acquisition Corp., a California corporation. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement.
