UNDERWRITING AGREEMENT between SEMLER SCIENTIFIC, INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters SEMLER SCIENTIFIC, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 15th, 2013 • Semler Scientific, Inc. • Electromedical & electrotherapeutic apparatus • New York
The undersigned, Semler Scientific, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) 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:
SEMLER SCIENTIFIC, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [·], 202[·] Senior Debt SecuritiesIndenture • June 6th, 2024 • Semler Scientific, Inc. • Electromedical & electrotherapeutic apparatus • New York
INDENTURE, dated as of [·], 202[·] , among SEMLER SCIENTIFIC, INC., a Delaware corporation (the “Company”), and [TRUSTEE] as trustee (the “Trustee”):
Semler Scientific, Inc. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • June 6th, 2024 • Semler Scientific, Inc. • Electromedical & electrotherapeutic apparatus • New York
Semler Scientific, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
SEMLER SCIENTIFIC, INC. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • July 29th, 2014 • Semler Scientific, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date] and is between Semler Scientific, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • November 15th, 2013 • Semler Scientific, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF 180 DAYS FOLLOWING THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
ContractWarrant Agreement • November 15th, 2013 • Semler Scientific, Inc. • Electromedical & electrotherapeutic apparatus • California
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “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 ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS 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 ACT AND ANY APPLICABLE STATE SECURITIES LAWS. This warrant must be surrendered to the coMPANY or its transfer agent as a condition precedent to the sale, transfer, pledge or hypothecation of any interest in any of the securities represented hereby.
SEMLER SCIENTIFIC, INC. INVESTORS’ RIGHTS AGREEMENT June 7, 2012Investors’ Rights Agreement • November 15th, 2013 • Semler Scientific, Inc. • Electromedical & electrotherapeutic apparatus • Oregon
This Investors’ Rights Agreement (this “Agreement”) is made as of June 7, 2012, by and among Semler Scientific, Inc., an Oregon corporation (the “Company”), and the persons and entities (each, an “Investor” and collectively, the “Investors”) listed on Exhibit A hereto. Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.
AND ARBITRATION AGREEMENTAt-Will Employment Agreement • March 7th, 2024 • Semler Scientific, Inc. • Electromedical & electrotherapeutic apparatus • California
As a condition of my employment with Semler Scientific, Inc., its subsidiaries, affiliates, successors or assigns (together the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following provisions of this Semler Scientific, Inc. At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (this “Agreement”):
ContractWarrant Agreement • May 4th, 2017 • Semler Scientific, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR QUALIFICATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.
NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER SEMLER SCIENTIFIC, INC. 2024 STOCK OPTION AND INCENTIVE PLANNon-Qualified Stock Option Agreement • October 8th, 2024 • Semler Scientific, Inc. • Electromedical & electrotherapeutic apparatus
Pursuant to the Semler Scientific, Inc. 2024 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Semler Scientific, Inc. (the “Company”) hereby grants to the Optionee named above, who is a Non-Employee Director of the Company but is not an employee of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
Amended and Restated Consulting Engagement AgreementConsulting Engagement Agreement • June 19th, 2014 • Semler Scientific, Inc. • Electromedical & electrotherapeutic apparatus • California
This Amended and Restated Consulting Engagement Agreement (the “Agreement”) is made effective as of June 18, 2014 (the “Commencement Date”) between The Brenner Group, Inc., a Delaware corporation, with its principal place of business located at 19200 Stevens Creek Blvd., Suite 200, Cupertino, CA 95014-2530 (“Consultant”) and Semler Scientific, Inc., a Delaware corporation, with its principal place of business located at 2330 NW Everett Street, Portland, OR 97210 (“Client”).
SALES REPRESENTATIVE AGREEMENTSales Representative Agreement • December 6th, 2013 • Semler Scientific, Inc. • Electromedical & electrotherapeutic apparatus • Oregon
This Sales Representative Agreement ("Agreement") is effective as of this January 1st, 2013 ("Effective Date") between Semler Scientific, Inc. an Oregon corporation with principal offices at 2330 NW Everett Street, Portland, OR 97210 ("Supplier"), and Doug Murphy-Chutorian, an individual with principal offices at 335 Churchill Avenue, Palo Alto, CA 94301 ("Sales Representative").
INCENTIVE STOCK OPTION AGREEMENT UNDER THE SEMLER SCIENTIFIC, INC. 2024 STOCK OPTION AND INCENTIVE PLANIncentive Stock Option Agreement • October 8th, 2024 • Semler Scientific, Inc. • Electromedical & electrotherapeutic apparatus
Pursuant to the Semler Scientific, Inc. 2024 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Semler Scientific, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
SEMLER SCIENTIFIC, INCORPORATED SERVICE & SUPPLY AGREEMENTService & Supply Agreement • December 6th, 2013 • Semler Scientific, Inc. • Electromedical & electrotherapeutic apparatus • California
THIS SERVICE AND SUPPLY AGREEMENT (the “Agreement”) is made and entered into as of April 28, 2011 (the “Effective Date”) by and between Phoenix DeVentures, Inc., a California corporation with principal offices at 18655 Madrone Pkwy Suite 180, Morgan Hill, CA 95037 (the “Supplier”), and Semler Scientific Inc., a Oregon corporation with principal offices at 2330 NW Everett St, Portland, OR 97210 (“SSI”).
WARRANT REPURCHASE AGREEMENTWarrant Repurchase Agreement • May 17th, 2023 • Semler Scientific, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Warrant Repurchase Agreement (this “Agreement”) is made as of May 16, 2023, by and between Semler Scientific, Inc., a Delaware corporation (the “Company”), and the undersigned holder of warrants to purchase shares of the Company’s capital stock (the “Warrantholder,” and together with the Company, the “Parties”).
NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES AND CONSULTANTS UNDER THE SEMLER SCIENTIFIC, INC. 2024 STOCK OPTION AND Incentive PLANNon-Qualified Stock Option Agreement • October 8th, 2024 • Semler Scientific, Inc. • Electromedical & electrotherapeutic apparatus
Pursuant to the Semler Scientific, Inc. 2024 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Semler Scientific, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
AGREEMENTInvestor Agreement • April 19th, 2023 • Semler Scientific, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Agreement (this “Agreement”) is made and entered into as of April 19, 2023 by and among Semler Scientific, Inc., a Delaware corporation (the “Company”) and Eric Semler and William H.C. Chang (each, an “Investor” and collectively, the “Investors”). The Company and each of the Investors are collectively herein referred to as the “Parties” and individually as a “Party.”
STOCK OPTION GRANT AGREEMENTStock Option Grant Agreement • November 3rd, 2015 • Semler Scientific, Inc. • Electromedical & electrotherapeutic apparatus • Oregon
WHEREAS, the Company has adopted and maintains the Semler Scientific, Inc. 2007 Key Person Stock Option Plan (the “Plan”) to promote the interests of the Company and its stockholders by providing the Company’s key employees and other key persons with an appropriate incentive to encourage them to continue in the employ of or affiliation with the Company and to improve the growth and profitability of the Company;
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES AND CONSULTANTS UNDER THE SEMLER SCIENTIFIC, INC. 2024 STOCK OPTION AND INCENTIVE PLANRestricted Stock Unit Award Agreement • October 8th, 2024 • Semler Scientific, Inc. • Electromedical & electrotherapeutic apparatus
Pursuant to the Semler Scientific, Inc. 2024 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Semler Scientific, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share (the “Stock”) of the Company.
WARRANT REPURCHASE AGREEMENTWarrant Repurchase Agreement • November 8th, 2019 • Semler Scientific, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Warrant Repurchase Agreement (this “Agreement”) is made as of November 6, 2019, by and between Semler Scientific, Inc., a Delaware corporation (the “Company”), and the undersigned holder of warrants to purchase shares of the Company’s capital stock (the “Warrantholder,” and together with the Company, the “Parties”).
WARRANT REPURCHASE AGREEMENTWarrant Repurchase Agreement • May 7th, 2019 • Semler Scientific, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This WARRANT REPURCHASE AGREEMENT (this “Agreement”) is made as May 3, 2019, by and between Semler Scientific, Inc., a Delaware corporation (the “Company”), and the undersigned holder of warrants to purchase shares of the Company’s capital stock (the “Warrantholder,” and together with the Company, the “Parties”).
CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL COINBASE PRIME BROKER AGREEMENT General Terms and ConditionsCoinbase Prime Broker Agreement • July 31st, 2024 • Semler Scientific, Inc. • Electromedical & electrotherapeutic apparatus • New York
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER THE SEMLER SCIENTIFIC, INC.Restricted Stock Unit Award Agreement • October 8th, 2024 • Semler Scientific, Inc. • Electromedical & electrotherapeutic apparatus
Pursuant to the Semler Scientific, Inc. 2024 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Semler Scientific, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.001 per share (the “Stock”) of the Company.
INTERIM EMPLOYMENT AGREEMENTInterim Employment Agreement • August 14th, 2023 • Semler Scientific, Inc. • Electromedical & electrotherapeutic apparatus
This Interim Employment Agreement (“Agreement”) is made by and between Doug Murphy-Chutorian (“Employee”) and Semler Scientific, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement • August 14th, 2023 • Semler Scientific, Inc. • Electromedical & electrotherapeutic apparatus • California
This Separation Agreement and Release (“Agreement”) is made by and between Doug Murphy-Chutorian (“Employee”) and Semler Scientific, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
Promissory Note and Warrant AmendmentPromissory Note and Warrant Amendment • May 4th, 2017 • Semler Scientific, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Promissory Note and Warrant Amendment effective as of May 2, 2017 (this “Amendment”) is entered into by and between Semler Scientific, Inc., a Delaware corporation (the “Company”) and the Chang Family Trust (the “Trust”), the lender pursuant to that certain Promissory Note having an aggregate principal amount of $1,000,000 issued January 15, 2016 (“Note 1”), that certain Promissory Note having an aggregate principal amount of $500,000 issued January 21, 2016 (“Note 2” and together with Note 1, the “Notes”), and the holder of those certain two-year warrants (Warrant Nos. 2016-1 and 2016-2), to purchase an aggregate 228,572 shares of the Company’s common stock issued in connection with the issuance of the Notes (the “Warrants”).
WARRANT AMENDMENTWarrant Amendment • September 21st, 2015 • Semler Scientific, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Amendment of Warrants (the “Amendment”) is entered into as of September 18, 2015 by and between Semler Scientific, Inc., a Delaware corporation (the “Company”), and those holders of outstanding warrants to purchase shares of its common stock named on the signature page hereto (the “Warrantholders”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 12th, 2023 • Semler Scientific, Inc. • Electromedical & electrotherapeutic apparatus • California
In consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, this Employment Agreement (“Agreement”) is made between Semler Scientific, Inc. (the “Company”) and Wayne T. Pan (“Executive”). The Company and Executive are referred to collectively as the “Parties” and individually as a “Party.” This Agreement is effective as of the date it is signed by the Parties.
