SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 20th, 2024 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 18, 2024, between Vivos Therapeutics, 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”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 2nd, 2023 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November [ ], 2023, between Vivos Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
FORM OF PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Vivos Therapeutics, Inc.Security Agreement • September 20th, 2024 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus
THIS PLACEMENT AGENT 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 18, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Vivos Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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). This Warrant is being issued pursuant to that certain engagement letter, as amended, dated as of May 2, 2024, as amended, by and between the Company and H.C. Wainwright & Co., LLC.
VIVOS therapeutics, INC. FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 2nd, 2023 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 30, 2023, between Vivos Therapeutics, 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”).
Vivos Therapeutics, Inc. Highlands Ranch, CO 80129 Up to $10,000,000 Common Stock ($0.0001 par value per share) Sales AgreementSales Agreement • February 7th, 2022 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
Vivos Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC (the “Agent”), as follows:
Vivos Therapeutics, Inc. UNDERWRITING AGREEMENT [●] Shares of Common StockUnderwriting Agreement • May 3rd, 2021 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
Vivos Therapeutics, 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”), an aggregate of [●] authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company. The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional [●] shares of Common Stock (the “Option Shares”), which represents the number of shares of Common Stock equal to fifteen percent (15%) of the Firm Shares. The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares”. The Shares, the Underwriter Warrants (as defined below) and the Underwriter Warrant Shares (as defined below) are collectively
VIVOS THERAPEUTICS, INC. FORM OF SERIES B-2 COMMON STOCK PURCHASE WARRANTSecurity Agreement • February 15th, 2024 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus
THIS SERIES B-2 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 August [__], 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Vivos Therapeutics, 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2024 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 10, 2024, between Vivos Therapeutics, 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”).
INDENTURE TRUSTEE INDENTURE Dated as of [ ]Indenture • February 7th, 2022 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
Vivos Therapeutics, Inc. UNDERWRITING AGREEMENT 4,000,000 Shares of Common StockUnderwriting Agreement • May 12th, 2021 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
Vivos Therapeutics, 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”), an aggregate of 4,000,000 authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company. The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional 600,000 shares of Common Stock (the “Option Shares”), which represents the number of shares of Common Stock equal to fifteen percent (15%) of the Firm Shares. The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares”. The Shares, the Underwriter Warrants (as defined below) and the Underwriter Warrant Shares (as defined below) are co
VIVOS THERAPEUTICS, INC. Underwriter Warrant To Purchase Common StockWarrant Agreement • May 12th, 2021 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
Vivos Therapeutics, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Roth Capital Partners, LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), at any time or times on or after the 180th day after the Effective Date (the “Exercisability Date”), but not after 5:00 p.m., New York time, on the Expiration Date (as defined below), two hundred and seventy-six thousand (276,000) fully paid nonassessable shares of Common Stock (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set f
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 2nd, 2023 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
CONFIDENTIAL Vivos Therapeutics, Inc. Attention: Bradford K. Amman Littleton, CO 80120Financial Advisory Agreement • February 15th, 2024 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
The purpose of this financial advisory agreement (this “Agreement”) is to confirm the engagement of A.G.P./Alliance Global Partners (“A.G.P.”) by Vivos Therapeutics, Inc. (the “Company”) to render Financial Services (as defined below) to the Company.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 26th, 2020 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • Colorado
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 8th day of October, 2020 (the “Effective Date”) by and between VIVOS THERAPEUTICS, INC., a Delaware corporation having its principal place of business at 9137 S. Ridgeline Blvd., Suite 135, Highlands Ranch, Colorado 80129 (the “Company”) and BRAD AMMAN, an individual currently residing in Littleton, Colorado (the “Executive”). As used herein, the term “Parties” shall be used to refer to the Company and Executive jointly.
INTELLECTUAL PROPERTY & ASSET PURCHASE AGREEMENTIntellectual Property & Asset Purchase Agreement • October 9th, 2020 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • Colorado
This INTELLECTUAL PROPERTY & ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 4th day of May 2017 (the “Effective Date”) by and between VIVOS BIOTECHNOLOGIES, INC. (the “Buyer”), a Wyoming corporation and Dr. Gurdev Dave Singh (the “Seller”).
VIVOS THERAPEUTICS, INC. Littleton, CO 80120Warrant Inducement Agreement • February 15th, 2024 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus
VIVOS THERAPEUTICS, INC. (the “Company”) is pleased to offer (this “Offer”) to you (“Holder”, “you” or similar terminology) the opportunity to receive new common stock purchase warrants (the “New Warrants”) to purchase up an aggregate of 1,470,590 shares (collectively, the “New Warrant Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”), equal to 150% of the 980,393 shares of Common Stock (such shares, collectively, the “Warrant Shares”) issuable pursuant to the exercise of that certain Series B Common Stock Purchase Warrant, currently held by you and issued to you on November 2, 2023 (the “Existing Warrant”), as more particularly set forth on the signature page hereto, in consideration for exercising for cash all of the Existing Warrant (which currently has an exercise price per share of $3.83) at an exercise price per share of $4.02 (with such exercise price being established for purposes of compliance with Nasdaq Stock Market listing rules) (the
SHARE EXCHANGE AGREEMENT by and among: CORRECTIVE BIOTECHNOLOGIES, INC. a Wyoming Corporation andShare Exchange Agreement • October 9th, 2020 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • Wyoming
This SHARE EXCHANGE AGREEMENT (the “Agreement”) is entered into as of August 10, 2016, by and among CORRECTIVE BIOTECHNOLOGIES, INC., a Wyoming corporation (“Corrective Biotechnologies”), with offices at 605 W. Knox Rd., Suite 202 Tempe, AZ 85284, BIOMODELING SOLUTIONS, INC., an Oregon corporation with offices located at 17933 NW Evergreen Pkwy., Suite 280 Beaverton, OR 97006 (“BioModeling”) the BioModeling shareholders listed on the signature page hereto (the “BioModeling Shareholders”), FIRST VIVOS, INC., a Texas corporation with offices at 514 Country Lane, Coppell, TX 75019 (“Vivos”) and the Vivos shareholders listed on the signature page hereto (the “Vivos Shareholders”), upon the following premises (BioModeling and Vivos are collectively referred to hereinafter as the “Acquired Companies”):
SECURITY AGREEMENTSecurity Agreement • October 9th, 2020 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus
This SECURITY AGREEMENT (the “Agreement”) is made and entered into as of the 6th day of May, 2017 (the “Effective Date”) by and between VIVOS BIOTECHNOLOGIES, INC. (the “Buyer”), a Wyoming corporation and Dr. Gurdev Dave Singh (the “Seller”).
AMENDMENT TO SHARE EXCHANGE AGREEMENTShare Exchange Agreement • October 9th, 2020 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus
THIS AMENDMENT TO SHARE EXCHANGE AGREEMENT (the “Amendment”) is made effective as of September 15, 2016 by and among VIVOS BIOTECHNOLOGIES, INC. (formerly, Corrective Biotechnologies, Inc.), a Wyoming corporation with offices located at 605 W. Know Road, Suite 202, Tempe, Arizona 85284, (“Vivos Biotechnologies”), BIOMODELING SOLUTIONS, INC., an Oregon corporation with offices located at 17933 NW Evergreen Pkwy., Suite 28, Beaverton, OR 97006 (“BioModeling”), the BioModeling shareholders who have consented to this Amendment (the “BioModeling Shareholders”), FIRST VIVOS, INC., a Texas corporation with offices at 514 Country Lane, Coppell, TX 75019 and the Vivos shareholders who have consented to this Amendment (the “Vivos Shareholders”). Vivos Biotechnologies, BioModeling, the BioModeling Shareholders, Vivos and the Vivos Shareholders may collectively be referred to as the “Parties”.
LICENSING, DISTRIBUTION AND MARKETING AGREEMENTLicensing, Distribution and Marketing Agreement • March 25th, 2021 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • Colorado
This Licensing, Distribution and Marketing Agreement (this “Agreement”) is entered into as of January 1, 2021 (the “Effective Date”) notwithstanding the later execution hereof by and between MyCardio, LLC (d/b/a SleepImage), a Delaware limited liability with an address at 3003 E 3rd Avenue, Suite 201, Colorado 80206 (the “Company”), and Vivos Therapeutics, Inc., a Delaware corporation with an address at 9137 Ridgeline Boulevard, Suite 135, Highlands Ranch, Colorado 80129 (“Distributor”). The Company and Distributor are sometimes referred to herein as a “Party” and together as the “Parties”.
SABBATICAL AGREEMENTSabbatical Agreement • September 27th, 2021 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus
This SABBATICAL AGREEMENT (this “Agreement”) is made and entered into as of the 22nd day of September, 2021 (the “Effective Date”) by and between VIVOS THERAPEUTICS, INC., a Delaware corporation having its principal place of business at 9137 S. Ridgeline Blvd., Suite 135, Highlands Ranch, Colorado 80129 (the “Company”) and DR. G. DAVE SINGH, an individual currently residing in Sandia Park, New Mexico (the “Executive”). As used herein, the term “Parties” shall be used to refer to the Company and Executive jointly.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS EITHER (i) NOT MATERIAL AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL, OR DISCLOSURE OF SUCH INFORMATION WOULD CONSTITUTE A CLEARLY...Strategic Alliance Agreement • August 14th, 2024 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • Colorado
This Strategic Alliance Agreement (this “Agreement”), dated as of June 10, 2024 (the “Effective Date”), is by and between VSI Providers, PLLC (“VSI”) and Rebis Health Holdings, LLC, (together with its Affiliates, “RH” and together with VSI, the “Parties”, and each a “Party”).
PLACEMENT AGENCY AGREEMENT Vivos Therapeutics, Inc.Placement Agency Agreement • January 9th, 2023 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • New York
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS EITHER (i) NOT MATERIAL AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL, OR DISCLOSURE OF SUCH INFORMATION WOULD CONSTITUTE A CLEARLY...Management Services Agreement • August 14th, 2024 • Vivos Therapeutics, Inc. • Surgical & medical instruments & apparatus • Colorado
THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of June 10, 2024 (the “Effective Date”, by and among Airway Integrated Management Company, LLC, a Colorado limited liability company (the “Company”), Vivos Therapeutics, Inc., a Delaware corporation (the “Parent Company”), and, V-CO Investors LLC, a Wyoming limited liability company (the “Manager”).
