NeuroPace, Inc. [l] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • April 14th, 2021 • NeuroPace Inc • Surgical & medical instruments & apparatus • New York
NeuroPace, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [l] shares of common stock, par value $[l] per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [l] shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
NEUROPACE, INC. Shares of Common Stock ($0.001 par value per share) SALES AGREEMENTSales Agreement • November 8th, 2022 • NeuroPace Inc • Surgical & medical instruments & apparatus • New York
NeuroPace, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB Securities LLC (the “Agent”), as follows:
NEUROPACE, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Preferred Stock Warrant Agreement • November 8th, 2022 • NeuroPace Inc • Surgical & medical instruments & apparatus • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between NEUROPACE, INC., a Delaware corporation (the “Company”) and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
NEUROPACE, INC. AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • November 8th, 2022 • NeuroPace Inc • Surgical & medical instruments & apparatus • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between NEUROPACE, INC., a Delaware corporation (the “Company”) and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
NEUROPACE, INC. AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • November 8th, 2022 • NeuroPace Inc • Surgical & medical instruments & apparatus • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between, NEUROPACE, INC., a Delaware corporation (the “Company”) and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnification Agreement • April 14th, 2021 • NeuroPace Inc • Surgical & medical instruments & apparatus • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of ____________, is made by and between NEUROPACE, INC., a Delaware corporation (the “Company” or “NeuroPace” ), and ____________ (“Indemnitee” ).
TERM LOAN AGREEMENT dated as of September 24, 2020 between NEUROPACE, INC. as Borrower, The SUBSIDIARY GUARANTORS from Time to Time Party Hereto, The Lenders from time to time party hereto and CRG SERVICING LLC, as Administrative Agent and Collateral...Term Loan Agreement • March 24th, 2021 • NeuroPace Inc • Surgical & medical instruments & apparatus • New York
This TERM LOAN AGREEMENT is entered into as of September 24, 2020 (this “Agreement”), among NEUROPACE, INC., a Delaware corporation (“Borrower”), the SUBSIDIARY GUARANTORS from time to time party hereto, the Lenders from time to time party hereto and CRG SERVICING LLC, a Delaware limited liability company (“CRG Servicing”), as administrative agent and collateral agent for the Lenders (in such capacities, together with its successors and assigns, the “Administrative Agent”).
March 24, 2021Employment Agreement • March 24th, 2021 • NeuroPace Inc • Surgical & medical instruments & apparatus • California
You are currently employed by NeuroPace, Inc. (the “Company”) under the terms of an offer letter between you and the Company dated November 04, 2020 (the “Offer Letter”). The Company is amending and restating the terms of the Offer Letter to reflect your new employment terms as set forth in this employment agreement (the “Agreement”). Once you accept this Agreement by signing and returning it to the Company, this Agreement shall supersede and replace your Offer Letter in its entirety, and this Agreement shall then govern the terms of your employment with the Company.
NEUROPACE, INC. STOCK OPTION AGREEMENTStock Option Agreement • April 14th, 2021 • NeuroPace Inc • Surgical & medical instruments & apparatus
As reflected by your Stock Option Grant Notice (“Grant Notice”) NeuroPace, Inc. (the “Company”) has granted you an option under its 2021 Equity Incentive Plan (the “Plan”) to purchase a number of shares of Common Stock at the exercise price indicated in your Grant Notice (the “Option”). Capitalized terms not explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the meanings set forth in the Grant Notice or Plan, as applicable. The terms of your Option as specified in the Grant Notice and this Stock Option Agreement constitute your Option Agreement.
NEUROPACE, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 24th, 2021 • NeuroPace Inc • Surgical & medical instruments & apparatus • Delaware
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of August 19, 2020, by and among NeuroPace, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Common Stock (“Common Stock”) and the holders of the Company’s Preferred Stock listed on Exhibit A hereto (the “Non-Founder Investors”), and Robert Fischell, David Fischell, 1455903 Ontario Limited, Tim Fischell, Scott Fischell, Rebecca L. Kuhn, Frank M. Fischer and Martha Morrell (the “Founders,” and together with the Non-Founder Investors, the “Investors”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement (defined below).
OFFICE LEASE MOUNTAIN VIEW RESEARCH PARK BP MV RESEARCH PARK LLC, a Delaware limited liability company as Landlord, and NEUROPACE, INC., a Delaware corporation, as Tenant.Office Lease • March 24th, 2021 • NeuroPace Inc • Surgical & medical instruments & apparatus • California
Page ARTICLE 1 PREMISES, BUILDING, PROJECT, AND COMMON AREAS 4 ARTICLE 2 LEASE TERM 7 ARTICLE 3 BASE RENT 10 ARTICLE 4 ADDITIONAL RENT 11 ARTICLE 5 USE OF PREMISES 19 ARTICLE 6 SERVICES AND UTILITIES 20 ARTICLE 7 REPAIRS 21 ARTICLE 8 ADDITIONS AND ALTERATIONS 22 ARTICLE 9 COVENANT AGAINST LIENS 25 ARTICLE 10 TENANT’S INDEMNITY AND INSURANCE 25 ARTICLE 11 DAMAGE AND DESTRUCTION 30 ARTICLE 12 NONWAIVER 32 ARTICLE 13 CONDEMNATION 33 ARTICLE 14 ASSIGNMENT AND SUBLETTING 33 ARTICLE 15 SURRENDER OF PREMISES; OWNERSHIP AND REMOVAL OF TRADE FIXTURES 38 ARTICLE 16 HOLDING OVER 38 ARTICLE 17 ESTOPPEL CERTIFICATES 39 ARTICLE 18 MORTGAGE OR GROUND LEASE 39 ARTICLE 19 DEFAULTS; REMEDIES 41 ARTICLE 20 COVENANT OF QUIET ENJOYMENT 43 ARTICLE 21 SECURITY DEPOSIT 44 ARTICLE 22 PARKING 49 ARTICLE 23 SIGNS 50 ARTICLE 24 COMPLIANCE WITH LAW 51 ARTICLE 25 LATE CHARGES 52 ARTICLE 26 LANDLORD’S RIGHT TO CURE DEFAULT; PAYMENTS BY TENANT 52 ARTICLE 27 ENTRY BY LANDLORD 53 ARTICLE 28 NOTICES 53 ARTICLE 29 MISCEL
SUPPLY AGREEMENTSupply Agreement • April 14th, 2021 • NeuroPace Inc • Surgical & medical instruments & apparatus • Delaware
This Supply Agreement (“Supply Agreement”), is entered into as of the 16th day of November, 2015. (the “Effective Date”), by and between NeuroPace, Inc., a Delaware corporation located at 455 N. Bernardo Avenue, Mountain View, California, 94043 USA (“COMPANY”) and Micro Systems Technologies Management AG, a Swiss corporation, located at [***] (“MST”). COMPANY and MST may be individually referred to herein as “Party” and collectively as “Parties”.
February 1, 2024 Irina Ridley VIA EMAIL/DOCUSIGN Dear Irina:Separation Agreement • March 5th, 2024 • NeuroPace Inc • Surgical & medical instruments & apparatus
This letter (the “Agreement”) sets forth the terms of your separation and transition agreement with NeuroPace, Inc. (the “Company”).
FIRST AMENDMENT TO OFFICE LEASEOffice Lease • March 24th, 2021 • NeuroPace Inc • Surgical & medical instruments & apparatus
This FIRST AMENDMENT TO OFFICE LEASE (this “Amendment”) is made and entered into as of May 24, 2018 by and between BXP RESEARCH PARK LP, a Delaware limited partnership (f/k/a BP MV Research Park LLC) (“Landlord”), and NEUROPACE, INC., a Delaware corporation (“Tenant”).
NEUROPACE, INC. CONSULTING AGREEMENTConsulting Agreement • June 28th, 2023 • NeuroPace Inc • Surgical & medical instruments & apparatus • California
Effective July 10, 2023 (the “Effective Date”), this Consulting Agreement (“Agreement”) is by and between NeuroPace, Inc., a corporation having a place of business at 455 N. Bernardo Ave, Mountain View, California 94043 (“NeuroPace” or “Company”) and Michael Favet (“Consultant”), at [***] (collectively, “the Parties”).
FIRST AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • May 12th, 2022 • NeuroPace Inc • Surgical & medical instruments & apparatus • New York
THIS FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “Agreement”), dated as of March 8, 2022, is entered into among NEUROPACE, INC., a Delaware corporation (“Borrower”), the Lenders party hereto and CRG SERVICING LLC, as administrative agent and collateral agent (the “Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Term Loan Agreement (as defined below).
SUPPLY AGREEMENTSupply Agreement • April 14th, 2021 • NeuroPace Inc • Surgical & medical instruments & apparatus • New York
This Supply Agreement (this “Agreement”), dated as of January 01, 2021 (the “Effective Date”), is by and between Greatbatch Ltd., an Integer company, with an office at [***] (“Greatbatch”), and NeuroPace, Inc., with an office at 455 N. Bernardo Avenue, Mountain View, California 94043 (“NeuroPace”).
June 27, 2023Employment Agreement • June 28th, 2023 • NeuroPace Inc • Surgical & medical instruments & apparatus
NeuroPace, Inc. (“NeuroPace” or the “Company”) is pleased to offer you the position of President and Chief Executive Officer (“CEO”) pursuant to the terms set forth in this offer letter agreement (the “Agreement”). Capitalized terms will have the definitions and meanings set forth herein. The terms of your new position with the Company are as set forth below:
LEASE MODIFICATION AGREEMENTLease Modification Agreement • March 24th, 2021 • NeuroPace Inc • Surgical & medical instruments & apparatus
This Lease Modification Agreement (this “Agreement”) is entered into as of this 30th day of April, 2020 (the “Effective Date”), by and between BXP RESEARCH PARK LP, a Delaware limited partnership (f/k/a BP MV Research Park LLC), as landlord (“Landlord”) and NEUROPACE, INC., a Delaware corporation, as tenant (“Tenant”) in connection with that certain lease dated August 24, 2011 (as amended, the “Lease”), with respect to certain premises (“Premises”) located at 455 N. Bernardo Avenue, Mountain View, California (“Building”).
AMENDMENT 1 TO SUPPLY AGREEMENTSupply Agreement • May 4th, 2023 • NeuroPace Inc • Surgical & medical instruments & apparatus
NeuroPace, Inc. a Delaware corporation located at 455 N. Bernardo Avenue, Mountain View, CA 940443 (“COMPANY”) and Micro Systems Technologies, Inc., located at 6024 SW Jean Road, Lake Oswego, OR, USA (“MST”) are parties to a Supply Agreement (“Supply Agreement”) dated November 16, 2022. COMPANY and MST may be individually referred to herein as “Party” and collectively as “Parties.”
July 23, 2019Employment Agreement • January 29th, 2021 • NeuroPace Inc • Surgical & medical instruments & apparatus
On behalf of NeuroPace, Inc. (the “Company”), I am pleased to offer you the position of President and Chief Executive Officer. Speaking for myself, as well as the other members of the Board of Directors (the “Board”), we all look forward to working with you and to your future success with the Company.
AMENDMENT ONE TO THE SUPPLY AGREEMENTSupply Agreement • April 14th, 2021 • NeuroPace Inc • Surgical & medical instruments & apparatus
This Amendment One to the Supply Agreement (“Amendment One”) dated November 16, 2015 (the “Supply Agreement”), is entered into as of the 21st day of December 2020, by and between NeuroPace, Inc., a Delaware corporation located at 455 N. Bernardo Avenue, Mountain View, California, 94043 USA (“COMPANY”) and Micro Systems Engineering, Inc., a Delaware corporation with offices located at [***] (“MST”). COMPANY and MST may be individually referred to herein as “Party” and collectively as “Parties”.
SECOND AMENDMENT TO THE SUPPLY AGREEMENTSupply Agreement • March 5th, 2024 • NeuroPace Inc • Surgical & medical instruments & apparatus
THIS SECOND AMENDMENT TO THE SUPPLY AGREEMENT (the “Second Amendment”) is entered into and made effective as of December 31, 2023 (the “Amendment Effective Date”), by and between NeuroPace, Inc., with an office at 455 N. Bernardo Avenue, Mountain View, CA 94043 (“NeuroPace”) and Greatbatch Ltd., with a place of business at [***], and its Affiliates (collectively, “Greatbatch”).
THIRD AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • August 13th, 2024 • NeuroPace Inc • Surgical & medical instruments & apparatus
THIS THIRD AMENDMENT TO TERM LOAN AGREEMENT (this “Agreement”), dated as of May 2, 2024, is entered into among NEUROPACE, INC., a Delaware corporation (“Borrower”), the Lenders party hereto and CRG SERVICING LLC, as administrative agent and collateral agent (the “Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Term Loan Agreement (as defined below).
ContractOffice Lease • November 8th, 2022 • NeuroPace Inc • Surgical & medical instruments & apparatus
THIS SECOND AMENDMENT TO OFFICE LEASE (this “Second Amendment”) is made and entered into as of August 22, 2022 by and between BXP RESEARCH PARK LP, a Delaware limited partnership (“Landlord”), and NEUROPACE, INC., a Delaware corporation (“Tenant”).
AMENDED SUPPLY AGREEMENTSupply Agreement • March 5th, 2024 • NeuroPace Inc • Surgical & medical instruments & apparatus • New York
This Supply Agreement (“Supply Agreement”) is entered into as of the 16th day of November, 2022, (the “Effective Date”), by and between NeuroPace, Inc., a Delaware corporation located at 455 N. Bernardo Avenue, Mountain View, California, 94043 USA (“COMPANY”) and Micro Systems Technologies, Inc., located at 6024 SW Jean Road, Lake Oswego, OR, USA (“MST”). COMPANY and MST may be individually referred to herein as “Party” and collectively as “Parties”. This Supply Agreement replaces and supersedes the Parties’ prior Supply Agreement dated November 16, 2015.
SUPPLY AGREEMENTSupply Agreement • March 24th, 2021 • NeuroPace Inc • Surgical & medical instruments & apparatus • New York
This Supply Agreement (this “Agreement”), dated as of January 01, 2021 (the “Effective Date”), is by and between Greatbatch Ltd., an Integer company, with an office at [***] (“Greatbatch”), and NeuroPace, Inc., with an office at 455 N. Bernardo Avenue, Mountain View, California 94043 (“NeuroPace”).
SUPPLY AGREEMENTSupply Agreement • March 24th, 2021 • NeuroPace Inc • Surgical & medical instruments & apparatus • Delaware
This Supply Agreement (“Supply Agreement”), is entered into as of the 16th day of November, 2015. (the “Effective Date”), by and between NeuroPace, Inc., a Delaware corporation located at 455 N. Bernardo Avenue, Mountain View, California, 94043 USA (“COMPANY”) and Micro Systems Technologies Management AG, a Swiss corporation, located at [***] (“MST”). COMPANY and MST may be individually referred to herein as “Party” and collectively as “Parties”.
AMENDMENT ONE TO THE SUPPLY AGREEMENTSupply Agreement • March 24th, 2021 • NeuroPace Inc • Surgical & medical instruments & apparatus
This Amendment One to the Supply Agreement (“Amendment One”) dated November 16, 2015 (the “Supply Agreement”), is entered into as of the 21st day of December 2020, by and between NeuroPace, Inc., a Delaware corporation located at 455 N. Bernardo Avenue, Mountain View, California, 94043 USA (“COMPANY”) and Micro Systems Engineering, Inc., a Delaware corporation with offices located at [***] (“MST”). COMPANY and MST may be individually referred to herein as “Party” and collectively as “Parties”.
EXCLUSIVE DISTRIBUTION AGREEMENT EFFECTIVE AS OF: AUGUST 9, 2022Exclusive Distribution Agreement • November 8th, 2022 • NeuroPace Inc • Surgical & medical instruments & apparatus • New York
This EXCLUSIVE DISTRIBUTION AGREEMENT (this “Agreement”) effective as of August 9, 2022, (the “Effective Date”), is entered into by and between DIXI Medical USA Corp, a Delaware corporation, with its principal place of business located at 11910 Fox Ridge Dr., Plymouth, MI 48170 (the “Company”) and NeuroPace, Inc., a Delaware corporation with its principal place of business located at 455 Bernardo Ave., Mountain View, CA 94043 (the “Distributor”); each a “Party” and, together, the “Parties”.
SECOND AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • May 4th, 2023 • NeuroPace Inc • Surgical & medical instruments & apparatus
THIS SECOND AMENDMENT TO TERM LOAN AGREEMENT (this “Agreement”), dated as of February [28], 2023, is entered into among NEUROPACE, INC., a Delaware corporation (“Borrower”), the Lenders party hereto and CRG SERVICING LLC, as administrative agent and collateral agent (the “Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Term Loan Agreement (as defined below).
FIRST AMENDMENT TO THE SUPPLY AGREEMENTSupply Agreement • March 5th, 2024 • NeuroPace Inc • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT TO THE SUPPLY AGREEMENT (the “First Amendment”) is entered into and made effective as of January 1, 2023 (the “Amendment Effective Date”), by and between NeuroPace, Inc., with an office at 455 N. Bernardo Avenue, Mountain View, CA 94043 (“NeuroPace”) and Greatbatch Ltd., with a place of business at [***], and its Affiliates (collectively, “Greatbatch”).
