INDEMNIFICATION AGREEMENTIndemnification Agreement • September 30th, 2014 • Endostim, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Indemnification Agreement (this “Agreement”), dated as this day of , 2014 is made by and between EndoStim, Inc., a Delaware corporation (the “Corporation”) and (the “Indemnitee”).
] Shares ENDOSTIM, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2014 • Endostim, Inc. • Electromedical & electrotherapeutic apparatus • New York
EndoStim, Inc., a Delaware corporation (the “Company”), confirms its agreement with Wedbush Securities Inc. (“Wedbush”) and each of the other Underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 9 hereof), for whom Wedbush is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.001 per share, of the Company (“Common Stock”) set forth in Schedule I hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2 hereof to purchase all or any part of [ ] additional shares of Common Stock. The aforesaid [ ] shares of Common Stock (the “Firm Stock”) to be purchased by the Underwriters and all or any part of the [ ] sh
PAUL GOODE EMPLOYMENT AGREEMENTEmployment Agreement • September 5th, 2014 • Endostim, Inc. • Electromedical & electrotherapeutic apparatus • Missouri
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of—June 1, 2010 (the “Effective Date”), by and between EndoStim, Inc., a Delaware corporation (the “Company”), and Paul Goode (“Employee”).
ENDOSTIM, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT June 25, 2014Investors’ Rights Agreement • September 30th, 2014 • Endostim, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Third Amended and Restated Investors’ Rights Agreement (this “Agreement”) is dated as of June 25, 2014, and is between EndoStim, Inc., a Delaware corporation (the “Company”), the individuals and entities listed on Exhibit A (each, a Series C Investor,” and collectively, the “Series C Investors”), the individuals and entities listed on Exhibit B (each, a Series B-1 Investor,” and collectively, the “Series B-1 Investors”), the individuals and entities listed on Exhibit C (each, a Series B Investor,” and collectively, the “Series B Investors”), and the individuals and entities listed on Exhibit D (each, a “2014 Bridge Investor,” and collectively, the “2014 Bridge Investors”) (the Series C Investors, Series B-1 Investors, Series B Investors and 2014 Bridge Investors each, an “Investor,” and collectively, the “Investors”). This Agreement, upon receiving the approval of the Requisite Holders (as defined below), amends and restates in its entirety that certain Second Amended and Restated
PATENT ASSIGNMENT AGREEMENTPatent Assignment Agreement • September 5th, 2014 • Endostim, Inc. • Electromedical & electrotherapeutic apparatus • Missouri
This Patent Assignment Agreement (“Agreement”) is entered into as of September 2, 2009 (“Effective Date”) by and among VIRENDER SHARMA, M.D. (“Dr. Sharma”) and SARAH M. SHARMA (“Sarah Sharma”), husband and wife and both of whom being Arizona residents (together “Assignor”), ENDOSTIM, INC., a Delaware corporation (“Assignee”), and ENDOSTIM, INC., an Arizona corporation (“EndoStim Arizona”). EndoStim Arizona is a party to this Agreement only for the purpose set forth in Section 3.3 of this Agreement.
AMENDMENT NO. 1 TO PATENT ASSIGNMENT AGREEMENTPatent Assignment Agreement • September 5th, 2014 • Endostim, Inc. • Electromedical & electrotherapeutic apparatus • Missouri
THIS AMENDMENT NO. 1 TO PATENT ASSIGNMENT AGREEMENT (this “Amendment”) is made and entered into this 11th day of January, 2010 (the “Effective Date”), by and among VIRENDER SHARMA, M.D. (“Dr. Sharma”) and SARAH M. SHARMA (“Sarah Sharma”), husband and wife and both of whom being Arizona residents (together “Assignor”), ENDOSTIM, INC., a Delaware corporation (“Assignee”) and ENDOSTIM, INC., an Arizona corporation (“EndoStim Arizona”). EndoStim Arizona is only a party to this Amendment to confirm that it has no ownership or other interest, however defined or classified, in any Intellectual Property or Patent Assets.
At-Will Employment AgreementAt-Will Employment Agreement • September 5th, 2014 • Endostim, Inc. • Electromedical & electrotherapeutic apparatus • Missouri
This At-Will Employment Agreement (this “Agreement”), effective this 25th day of May, 2010 (the “Effective Date”) is by and between EndoStim, Inc., a Delaware corporation (the “Company”), and Bevil J. Hogg (“Employee”). As of the Effective Date, this Agreement shall supersede and replace that certain Consulting and Non-Competition Agreement, dated September 2, 2009, between the Company and Employee.
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • September 5th, 2014 • Endostim, Inc. • Electromedical & electrotherapeutic apparatus • Missouri
This Exclusive License Agreement (“Agreement”) is entered into as of January 11, 2010 (“Effective Date”) by and among VIRENDER SHARMA, M.D. (“Dr. Sharma” or “Licensee”), who is an Arizona resident and ENDOSTIM, INC., a Delaware corporation (“Endostim” or “Licensor”) (individually, a “Party” and collectively, the “Parties”).
ENDOSTIM, INC. 2009 STOCK INCENTIVE PLAN (as amended through July 7, 2013)2009 Stock Incentive Plan • September 5th, 2014 • Endostim, Inc. • Electromedical & electrotherapeutic apparatus
DEVELOPMENT AND SUPPLY AGREEMENTDevelopment and Supply Agreement • September 5th, 2014 • Endostim, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS DEVELOPMENT AND SUPPLY AGREEMENT (the “Agreement”) is made and entered into this March 31, 2013 (the “Execution Date”) between EndoStim, Inc., with its principal business address in St. Louis, MO, USA (“EndoStim”), and C.C.C. DEL URUGUAY S.A., a Uruguayan corporation with its principal business address in Montevideo, Uruguay (“CCC”).
CONSULTING AND NON-COMPETITION AGREEMENTConsulting Agreement • September 5th, 2014 • Endostim, Inc. • Electromedical & electrotherapeutic apparatus • Missouri
THIS CONSULTING AND NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of this 21st day of May, 2010 (the “Effective Date”), by and among EndoStim, Inc., a Delaware corporation (the “Company”), and Virender K. Sharma, M.D. (“Consultant”).
INCENTIVE STOCK OPTION AGREEMENT UNDER THE ENDOSTIM, INC. 2009 STOCK INCENTIVE PLANIncentive Stock Option Agreement • September 5th, 2014 • Endostim, Inc. • Electromedical & electrotherapeutic apparatus • Missouri
THIS AGREEMENT (this “Agreement”), made this [ ] day of [ ], 20[ ], by and between EndoStim, Inc., a Delaware corporation (“Company”), and [ ] (“Optionee”).
ContractSecured Convertible Promissory Note • July 21st, 2014 • Endostim, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • September 30th, 2014 • Endostim, Inc. • Electromedical & electrotherapeutic apparatus • Missouri
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of this 25th day of May, 2010 (the “Effective Date”) by and between EndoStim, Inc., a Delaware corporation (the “Company”), and Raul E. Perez (“Perez”).
At-Will Employment AgreementAt-Will Employment Agreement • September 30th, 2014 • Endostim, Inc. • Electromedical & electrotherapeutic apparatus • Missouri
This At-Will Employment Agreement (this “Agreement”), effective this 25th day of May, 2010 (the “Effective Date”) is by and between EndoStim, Inc., a Delaware corporation (the “Company”), and Bevil J. Hogg (“Employee”). As of the Effective Date, this Agreement shall supersede and replace that certain Consulting and Non-Competition Agreement, dated September 2, 2009, between the Company and Employee.
PATENT OPTION AGREEMENTPatent Option Agreement • September 5th, 2014 • Endostim, Inc. • Electromedical & electrotherapeutic apparatus • Missouri
This PATENT OPTION AGREEMENT (this “Agreement”), is made and entered into as of the 15th day of December, 2009 (the “Effective Date”), by and between Edy E. Soffer, an individual residing at #### ###### ######, ###########, ########## ##### (“Dr. Soffer”) and Jeffrey Conklin, an individual residing at ### ############## ###########, ## ##### (“Dr. Conklin”), and Claudia Sanmiguel, an individual residing at #### ##### ###### ###, #### #####, ########## ##### (“Dr. Sanmiguel”), and EndoStim, Inc., a Delaware corporation (“EndoStim”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • September 30th, 2014 • Endostim, Inc. • Electromedical & electrotherapeutic apparatus • Missouri
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of this 25th day of May, 2010 (the “Effective Date”) by and between EndoStim, Inc., a Delaware corporation (the “Company”), and Bevil J. Hogg (“Hogg”).
PATENT ASSIGNMENT AGREEMENTPatent Assignment Agreement • July 21st, 2014 • Endostim, Inc. • Electromedical & electrotherapeutic apparatus • Missouri
This PATENT ASSIGNMENT AGREEMENT (this “Agreement”), is made and entered into as of the 15th day of December, 2009 (the “Effective Date”), by and between Edy E. Soffer, an individual residing at #### ###### ######, ###########, ########## ##### (“Dr. Soffer”) and Jeffrey Conklin, an individual residing at ### ############## ###########, ## ##### (“Dr. Conklin”) and EndoStim, Inc., a Delaware corporation (“EndoStim”).
