SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 17th, 2024 • Myomo, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of January 16, 2024, between Myomo, 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”).
MYOMO, INC. COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • January 6th, 2017 • Myomo Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Tripoint Global Equities, LLC 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 that is 180 days after the qualification date of the Offering Statement (the “Initial Exercise Date”) and on or before the close of business on the five (5) year anniversary of the qualification date of the Offering Statement (the“Termination Date”) but not thereafter, to subscribe for and purchase from Myomo, 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).
MYOMO, INC. Common Stock (par value $0.0001 per share) At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • June 25th, 2021 • Myomo, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
Myomo, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Agent”) as follows:
Myomo, Inc.Placement Agent Agreement • January 17th, 2024 • Myomo, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
3,950,000 Shares MYOMO, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 8th, 2019 • Myomo Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
The undersigned, Myomo, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with National Securities Corporation (hereinafter referred to as “you” or the “Underwriter”) as follows:
NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 23rd, 2019 • Myomo Inc • Orthopedic, prosthetic & surgical appliances & supplies • Utah
THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of October 22, 2019, is entered into by and between MYOMO, INC., a Delaware corporation (“Company”), and ILIAD RESEARCH AND TRADING, L.P., a Utah limited partnership, its successors and/or assigns (“Investor”).
SECURITY AGREEMENTSecurity Agreement • October 23rd, 2019 • Myomo Inc • Orthopedic, prosthetic & surgical appliances & supplies • Utah
THIS SECURITY AGREEMENT (this “Agreement”), dated as of October 22, 2019, is executed by Myomo, Inc., a Delaware corporation (“Debtor”), in favor of Iliad Research and Trading, L.P., a Utah limited partnership (“Secured Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 28th, 2021 • Myomo, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
This Employment Agreement (“Agreement”) is made as of the 22nd day of April, 2021 (the “Commencement Date”) between Myomo, a Delaware corporation (the “Company”), and Micah Mitchell (the “Executive”’).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 13th, 2023 • Myomo, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of January 11, 2023, between Myomo, 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”).
MYOMO, INC. Maximum: 2,000,000 Shares of Common Stock $0.0001 par value per share SELLING AGENCY AGREEMENTSelling Agency Agreement • March 28th, 2017 • Myomo Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
MYOMO, INC. UNDERWRITING AGREEMENT 1,660,000 Shares of Common Stock Common Warrants to Purchase up to 2,143,000 Shares of Common Stock Pre-Funded Warrants to Purchase up to 483,000 Shares of Common StockUnderwriting Agreement • February 12th, 2020 • Myomo Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
Myomo, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as the representative (the “Representative”), (i) an aggregate of 1,660,000 authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.0001 per share of the Company (the “Common Stock”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 483,000 shares of Common Stock at an exercise price of $0.0001 per share (the “Pre-Funded Warrant Shares”) and (iii) warrants (the “Firm Warrants”) to purchase up to an aggregate of 2,143,000 shares of Common Stock (the “Firm Warrant Shares”). The Firm Shares, the Firm Pre-Funded Warrants, the Firm Warrants, the Firm Pre-Funded Warrant Shares and the Firm Warrant Shares are collectively referred to as the “Firm Securities.” Th
MYOMO, INC. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • January 6th, 2017 • Myomo Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Indemnification Agreement (“Agreement”) is effective as of , by and between Myomo, Inc., a Delaware corporation (the “Company” or “Myomo”), and (“Indemnitee”). For purposes of this Agreement, the “Company” shall be deemed to include Myomo and its subsidiaries, if any and as appropriate.
EMPLOYMENT AGREEMENTEmployment Agreement • April 28th, 2021 • Myomo, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
This Employment Agreement (this “Agreement”) is between Myomo, Inc. (“Myomo” or the “Company”), a Delaware corporation with offices at 137 Portland St., 4th Floor, Boston, MA 02114, and Paul R. Gudonis, an individual (“Executive”) residing at 56 Masconomo St., Manchester, MA 01944.
SUBSCRIPTION AGREEMENT Common Stock In Myomo, Inc.Subscription Agreement • January 6th, 2017 • Myomo Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Subscription Agreement relates to my/our agreement to purchase ________ shares of common stock, $0.0001 par value per share (the "Shares"), to be issued by Myomo, Inc., a Delaware corporation (the "Company"), for a purchase price of $_______ per Share, for a total purchase price of $___________ ("Subscription Price"), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Final Offering Circular for the sale of the Shares, dated ________, 2017 (the "Circular"). Capitalized terms used but not defined herein shall have the meanings given to them in the Circular.
CLOSING ESCROW AGREEMENTClosing Escrow Agreement • January 31st, 2017 • Myomo Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This CLOSING ESCROW AGREEMENT (this “Agreement”) dated as of this 27th day of January 2017 by and among Myomo, Inc., a Delaware corporation (the “Company”), having an address at One Broadway, 14th Floor, Cambridge, MA 02142; TriPoint Global Equities, LLC, having an address at 1450 Broadway, 26th Floor, New York, NY 10018 (“Placement Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION (the “Escrow Agent”), with its principal corporate trust office at 1100 North Market Street, Wilmington, Delaware 19890.
SUBSCRIPTION AGREEMENT Common Stock In Myomo, Inc.Subscription Agreement • January 6th, 2017 • Myomo Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Subscription Agreement relates to my/our agreement to purchase of shares of common stock, $0.0001 par value per share (the "Shares"), to be issued by Myomo, Inc., a Delaware corporation (the "Company"), for a purchase price of $7.50 per Share, for a total purchase price of the number of shares times the price per share ("Subscription Price"), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Final Offering Circular for the sale of the Shares, dated ________, 2017 (the "Circular"). Capitalized terms used but not defined herein shall have the meanings given to them in the Circular.
BLUE SKY CENTER OFFICE LEASE NDB PROPERTY OWNER 1, L.P. (AS LANDLORD) AND MYOMO, INC. (AS TENANT)Office Lease • August 13th, 2024 • Myomo, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2018 • Myomo Inc • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
This Employment Agreement (this “Agreement”) is between Myomo, Inc. (“Myomo” or the “Company”), a Delaware corporation with offices at One Broadway, 14th Floor, Cambridge, MA 02142, and Ralph A. Goldwasser, an individual (“Executive”) residing at 67 Hook Dr. Mashpee Ma. 02649
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 15th, 2024 • Myomo, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
Under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, modified, supplemented and/or restated from time to time, the “Agreement”), Borrower is in complete compliance for the period ending with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except (i) as explained in an accompanying letter or footnotes, and (ii) with respect to unaudited financial statements for the absence of footnotes and subject to normal year-end audit adjustments. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement.
WARRANT TO PURCHASE SHARES OF PREFERRED STOCKWarrant Agreement • January 6th, 2017 • Myomo Inc • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
Pursuant to that certain Funding Agreement by and between Myomo, Inc. (the “Recipient”) and Massachusetts Life Sciences Center (“MLSC”) dated May 10, 2011(the “Agreement”), the undersigned, Steve Kelly, the duly authorized representative of Recipient hereby certifies on behalf of Recipient to MLSC that:
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2024 • Myomo, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This Amendment (the “Amendment”) is made as of February 21, 2024, and amends the Employment Agreement dated April 22, 2021 between Myomo, a Delaware corporation (the “Company”), and Micah Mitchell (the “Executive”) (such Agreement, the “Employment Agreement”).
August 22, 2012Supplemental Letter • January 6th, 2017 • Myomo Inc • Orthopedic, prosthetic & surgical appliances & supplies
FIRST AMENDMENTExclusive Patent License Agreement • January 6th, 2017 • Myomo Inc • Orthopedic, prosthetic & surgical appliances & supplies
This First Amendment is entered into this May 5, 2010 ( the "Effective Date") and amends the Exclusive Patent License Agreement dated October 30, 2006 by and between the Massachusetts Institute of Technology, a corporation duly organized and existing under the laws of the Commonwealth of Massachusetts and having its principal office at 77 Massachusetts Avenue, Cambridge, Massachusetts 02139, U.S.A. ("M.I.T."), and Myomo, Inc., a Delaware corporation having its principal office at One Broadway, 14th floor, Cambridge, Massachusetts 02142 ("COMPANY").
AMENDMENT TO SECURED PROMISSORY NOTESecured Promissory Note • May 14th, 2020 • Myomo, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
This Amendment to Secured Promissory Note (this “Amendment”) is entered into as of May 12, 2020 by and between ILIAD RESEARCH AND TRADING, L.P., a Utah limited partnership (“Lender”), and MYOMO, INC., a Delaware corporation (“Borrower”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Note (as defined below).
MYOMO, INC. WAIVERWaiver • January 6th, 2017 • Myomo Inc • Orthopedic, prosthetic & surgical appliances & supplies
Reference is made herein to the Exclusive Patent License Agreement, dated as of October 30, 2006, by and between Myomo, Inc. (the “Company”) and the Massachusetts Institute of Technology (“MIT”), as amended to date (the “License Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the License Agreement.
COMMON STOCK PURCHASE AGREEMENT DATED AS OF AUGUST 2, 2022 BY AND BETWEEN MYOMO, INC. AND KEYSTONE CAPITAL PARTNERS, LLCCommon Stock Purchase Agreement • August 2nd, 2022 • Myomo, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 2, 2022 (the “Effective Date”), by and between Keystone Capital Partners, LLC, a Delaware limited liability company (the “Investor”), and Myomo, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Annex I hereto.
EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2024 • Myomo, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
This Employment Agreement (this “Agreement”) is between Myomo, Inc. (“Myomo” or the “Company”), a Delaware corporation with offices at 137 Portland St., 4th Floor, Boston, MA 02114, and Paul R. Gudonis, an individual (“Executive”) residing at 56 Masconomo St., Manchester, MA 01944, is made as of the date of the last signature on the signature pages hereto and upon the commencement of the Term (as defined below), supersedes in its entirety the existing Employment Agreement, dated as of April 22, 2021.
Confidential Information has been omitted in places marked “[*]” and has been filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to this omitted information pursuant to an application...Reseller Agreement • January 6th, 2017 • Myomo Inc • Orthopedic, prosthetic & surgical appliances & supplies
As discussed by the parties and In accordance with Section 15.01 of that certain Reseller Agreement, effective the 21" day of January, 2015, between Myomo, Inc. ("Myomo") and Össur Americas, Inc. ("Össur"), whereby Myomo granted to seller the exclusive O&P Supplier right to sell the Products during the Term to Customers located within the Territory (all defined terms as defined in the Agreement), the parties agree to renew the Agreement, such that the Term of the Agreement shall extend until December 31, 2016.
February 6, 2019 PERSONAL AND CONFIDENTIAL Ralph Goldwasser Re: Transition and Consulting Agreement Dear Ralph:Transition and Consulting Agreement • February 6th, 2019 • Myomo Inc • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
This letter confirms that the last day of your employment with Myomo, Inc. (the “Company”) will be effective on February 18, 2019 (the “Separation Date”) due to your retirement. This letter also proposes an agreement between you and the Company.
June 7, 2015Supplemental Agreement • January 6th, 2017 • Myomo Inc • Orthopedic, prosthetic & surgical appliances & supplies
As you know, Myomo, Inc. (the "Company) previously entered into an employment offer letter with you dated August 22nd, 2012 (the "Offer Letter"). The Company would like to provide you with certain updates in this letter (the "Supplemental Agreement") on the following terms:
FABRICATION AND SERVICES AGREEMENTFabrication and Services Agreement • January 26th, 2021 • Myomo, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Fabrication and Services Agreement (the “Agreement”) is made effective as of this 1st day of January, 2021 (the “(“Effective Date”) by and between Myomo, Inc. a Delaware corporation, whose principal executive offices are located at One Broadway, 14th Floor, Cambridge, MA 02142 (the “Company”) and Geauga Rehabilitation Engineering, Inc. (“GRE”) an Ohio corporation, with a business address of 13376 Ravenna Road, Chardon, OH. 44024. Hereinafter, referred to as the “Parties”.
RESELLER AGREEMENTReseller Agreement • January 6th, 2017 • Myomo Inc • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS AGREEMENT is made as of this 21st day of January, 2015 (the “Effective Date”), by and between Myomo, Inc. a corporation duly organized and existing under the laws of Delaware, and having its principal place of business at One Broadway 14th floor Cambridge, Massachusetts (“Myomo”), and Össur Americas, Inc., having offices at 27051 Towne Centre Drive, Foothill Ranch, CA 92610 (“Össur” or the “Reseller”).
EXHIBIT CWarrant Agreement • January 6th, 2017 • Myomo Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS WARRANT (the “Warrant”) certifies that [ ] (the “Holder”), is entitled to subscribe for and purchase up to that number of Shares (as defined below) of Myomo, Inc., a Delaware corporation (the “Company”), at a per Share exercise price determined pursuant to Section 1. Reference is made to that certain Securities Purchase Agreement dated December __, 2015 among the Company, the Holder and certain other lenders (the “Purchase Agreement”). Capitalized terms used herein and not otherwise defined shall have the respective meanings given such terms in the Purchase Agreement.
MYOMO, INC. UNDERWRITING AGREEMENT 4,175,000 Shares of Common Stock Warrants to Purchase up to 4,175,000 Shares of Common StockUnderwriting Agreement • November 30th, 2017 • Myomo Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
Myomo, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (the “Underwriter”) (i) an aggregate of 4,175,000 authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company and (ii) warrants (the “Firm Warrants”) to purchase up to an aggregate of 4,175,000 shares of Common Stock (the “Firm Warrant Shares”). The Company also proposes to sell to the Underwriter, upon the terms and conditions set forth in Section 4 hereof, up to an additional (i) 626,250 shares of Common Stock (the “Option Shares”) and/or (ii) warrants (the “Option Warrants”) to purchase up to an aggregate of 626,250 shares of Common Stock (the “Option Warrant Shares” and together with the Firm Warrant Shares, the “Warrant Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares” and the Firm Warrants and t
March 31, 2021 PERSONAL AND CONFIDENTIAL Jon Naft Re: Transitional Services and Separation Agreement Dear Jon:Transitional Services and Separation Agreement • April 6th, 2021 • Myomo, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Massachusetts
This letter confirms that the last day of your employment with Myomo, Inc. (the “Company”) will be March 31, 2021 (the “Separation Date”) as a result of your resignation without Good Reason as defined under your Employment Agreement between you and the Company dated December 23, 2016 (the “Employment Agreement”). This letter also proposes an agreement between you and the Company.
