UNDERWRITING AGREEMENT between TIVIC HEALTH SYSTEMS, INC. and THINKEQUITY LLC as Representative of the Several UnderwritersUnderwriting Agreement • February 13th, 2023 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • New York
The undersigned, Tivic Health Systems, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Tivic Health Systems, Inc.) (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (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:
PRE-FUNDED COMMON STOCK PURCHASE WARRANT TIVIC HEALTH SYSTEMS, INC.Tivic Health Systems, Inc. • December 20th, 2022 • Electromedical & electrotherapeutic apparatus • New York
THIS PRE-FUNDED 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 Issue Date and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tivic Health Systems, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). 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).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Tivic Health Systems, Inc.Tivic Health Systems, Inc. • August 9th, 2023 • Electromedical & electrotherapeutic apparatus • New York
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Maxim Partners 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 February 9, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 4, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tivic Health Systems, Inc., a Delaware corporation (the “Company”), up to 1,326,920 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 9th, 2023 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 6, 2023 between Tivic Health Systems, 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 Representative’s Warrant AgreementTivic Health Systems, Inc. • February 13th, 2023 • Electromedical & electrotherapeutic apparatus
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or his, her 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 August 7, 2023, which is one hundred eighty (180) days following the Commencement Date (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to 5:00 p.m. (New York time) on August 9, 2027, the date that is four (4) years following the Initial Exercise Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from Tivic Health Systems Inc., a Delaware corporation (the “Company”), up to _____________ shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as def
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 9th, 2021 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of _________, 20__, by and between Tivic Health Systems, Inc., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • August 9th, 2023 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • New York
This agreement (the “Agreement”) constitutes the agreement between Maxim Group LLC (the “Placement Agent”) and Tivic Health Systems, Inc., a Delaware corporation (the “Company”), pursuant to which the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered shares (the “Securities”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”). The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that the Placement Agent would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Placement,
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 13th, 2024 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 9, 2024 between Tivic Health Systems, 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”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 13th, 2024 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • New York
April 1, 2022Letter Agreement • April 5th, 2022 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • California
This letter agreement (this “Agreement”) is entered into between Veronica Cai (“you”) and Tivic Health Systems, Inc., a Delaware corporation (the “Company”). This Agreement shall be effective April 1, 2022. This Agreement confirms the current terms and conditions of your employment with the Company. This Agreement supersedes all prior negotiations, representations or agreements between you and the Company, including any prior employment agreement, understanding or offer letter between you and the Company.
COMMON STOCK PURCHASE WARRANT TIVIC HEALTH SYSTEMS, INC.Common Stock Purchase • April 29th, 2024 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS 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 [_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tivic Health Systems, 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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s rig
TIVIC HEALTH SYSTEMS, INC. and EQUINITI TRUST COMPANY., as Warrant Agent Warrant Agency Agreement Dated as of May 13, 2024Warrant Agency Agreement • May 13th, 2024 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • New York
WARRANT AGENCY AGREEMENT, dated as of May 13, 2024 (“Agreement”), by and between Tivic Health Systems, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC a New York limited liability trust company (the “Warrant Agent”).
July 31, 2021Letter Agreement • September 9th, 2021 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • California
This letter agreement (this “Agreement”) is entered into between Jennifer Ernst (“you”) and Tivic Health Systems, Inc., a Delaware corporation (the “Company”). Subject to your execution hereof, this Agreement, shall become effective as of the date of the consummation of the initial public offering of the Company’s common stock, pursuant to an effective registration statement filed pursuant to the Securities Act of 1933, as amended (the “IPO”). This Agreement confirms the terms and conditions of your employment with the Company following the consummation of the IPO and, following the IPO, this Agreement shall supersede all prior negotiations, representations or agreements between you and the Company, including any prior employment agreement, understanding or offer letter between you and the Company.
TIVIC HEALTH SYSTEMS, INC. NOTE PURCHASE AGREEMENT June 17, 2021Note Purchase Agreement • August 3rd, 2021 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • California
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of June 17, 2021, by and among Tivic Health Systems, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A hereto who become signatories to this Agreement (each an “Investor” and, collectively, the “Investors”).
CERTAIN INFORMATION, IDENTIFIED BY [*****], HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL, AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED MASTER SERVICES AGREEMENTMaster Services Agreement • September 9th, 2021 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • California
This Master Services Agreement (“Agreement”), including all Exhibits and Appendices, is made and entered into as of the date shown on the last page of this Agreement (“Effective Date”) by and between Extron Logistics LLC with offices at 496 S. Abbott Ave, Milpitas, CA, 95035 (“Extron Logistics LLC” or “Extron”) and its affiliated entities and Tivic Health Systems, Inc. (“Client”).
REVOLVING LINE OF CREDIT NOTETivic Health Systems, Inc. • October 29th, 2021 • Electromedical & electrotherapeutic apparatus
FOR VALUE RECEIVED, the undersigned Tivic Health Systems, Inc., of Menlo Park, CA (the “Borrower”), promises to pay on or before December 3, 2022 (the “Maturity Date”), to Tethered LLC, of 253 Shawmut Avenue, Suite 2A, Boston, Massachusetts 02118 (the “Lender”), or order, the aggregate principal amount outstanding on Borrower's revolving line of credit as shown on the Lender's records which shall at all times be conclusive and govern, with interest payable monthly on the unpaid balance outstanding from time to time at an annual rate equal to six percent (6%).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***]....Manufacturing Agreement • October 25th, 2022 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • California
This Manufacturing Agreement (together with any and all exhibits and schedules hereto, the “Agreement”) is made and entered into as of October 21, 2022 (the “Effective Date”) by and between Tivic Health Systems, Inc. (“TIVIC”), having its place of business at 25821 Industrial Blvd., Suite 100, Hayward, CA 94545, and Microart Services Inc. (“MICROART”), having its place of business at 190 Duffield Drive, Markham ON, L6G 1B5.
Tivic Health Systems, Inc. RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • September 9th, 2021 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • California
This Restricted Stock Purchase Agreement (the “Agreement”) is made as of July 30, 2021 (the “Effective Date”), by and between Tivic Health Systems, Inc., a Delaware corporation (the “Company”), and Briana Benz (“Purchaser”) pursuant to and in accordance with the Company’s 2017 Equity Incentive Plan (the “Plan”). Capitalized terms not defined herein shall have the meanings given in the Plan.
TIVIC HEALTH SYSTEMS INC. SERIES SEED-1, SEED-2, SEED-3 AND SEED-4 PREFERRED STOCK INVESTMENT AGREEMENT TIVIC HEALTH SYSTEMS INC. SERIES SEED-1, SEED-2, SEED-3 AND SEED-4 PREFERRED STOCK INVESTMENT AGREEMENTPreferred Stock Investment Agreement • August 3rd, 2021 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • California
This Series Seed-1, Seed-2, Seed-3 and Seed-4 Preferred Stock Investment Agreement (this “Agreement”) is made as of July 16, 2019 by and among Tivic Health Systems Inc., a California corporation (the “Company”) and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).
PREFERRED STOCK INVESTMENT AGREEMENTPreferred Stock Investment Agreement • August 3rd, 2021 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • California
This First Amendment to Series Seed-1, Seed-2, Seed-3 and Seed-4 Preferred Stock Investment Agreement (this “Amendment”) is entered into as of July 18, 2019 (the “Effective Date”), by and among Tivic Health Systems Inc., a California corporation (the “Company”), and the undersigned Purchasers. Defined terms used herein but not otherwise herein defined shall have the meanings ascribed to them in that certain Series Seed-1, Seed-2, Seed-3 and Seed-4 Preferred Stock Investment Agreement, dated as of July 16, 2019, by and among the Company and the Purchasers listed on Exhibit A thereto (the “Series Seed Preferred Stock Investment Agreement”).
WARRANT TO PURCHASE COMMON STOCK of TIVIC HEALTH SYSTEMS, INC.Tivic Health Systems, Inc. • October 29th, 2021 • Electromedical & electrotherapeutic apparatus • California
This Warrant to Purchase Common Stock of Tivic Health Systems, Inc. (this “Warrant”), is issued to Hanover International, Inc. (and, together with its permitted successors and assigns, the “Holder”) by Tivic Health Systems, Inc., a Delaware corporation (the “Company”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***].Fulfillment Services Agreement • December 1st, 2022 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • California
This Agreement is between Tivic Health Systems, Inc. (“Tivic Health”), a California corporation having an address at 25821 Industrial Blvd., Suite 100, Hayward, CA 94025, and ALOM Technologies Corporation, a California Corporation having an address at 48105 Warm Springs Blvd., Fremont, CA 94539, USA.
Tivic Health Systems Inc. RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • September 9th, 2021 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • California
This Restricted Stock Purchase Agreement (the “Agreement”) is made as of ________, 2017, by and between Tivic Health Systems Inc., a California corporation (the “Company”), and ______________ (“Purchaser”).
SUBLEASE TERMINATION AGREEMENTSublease Termination Agreement • May 30th, 2024 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • California
This Sublease Termination Agreement (this “Agreement”), is dated May 21, 2024 (the “Effective Date”), and is between Czarnowski Display Service, Inc., an Illinois Corporation (“Sublessor”), and Tivic Health Systems, Inc., a Delaware corporation (“Sublessee”).
SPECIAL PRODUCT AGREEMENT FOR BONDED INVENTORYTivic Health Systems, Inc. • September 9th, 2021 • Electromedical & electrotherapeutic apparatus • Massachusetts
This Agreement is made effective (m/d/y), between Future Electronics Corp. (“Future”), and Tivic Health, a corporation having a place of business at , (“Customer”).
AMENDMENT #1 TO FULFILLMENT SERVICES AGREEMENT QT-4066-5 By and Between Tivic Health Systems, Inc. (“Tivic Health”), and ALOM Technologies Corporation, a California Effective Date: November 28, 2022Fulfillment Services Agreement • March 25th, 2024 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus
This Amendment #1 ("Amendment") to the Fulfilment Services Agreement by and between Tivic Health as Customer, and ALOM Technologies Corporation, as ALOM, Effective Date: November 28, 2022 (“Agreement”), is effective this 5th day of March, 2024 (“Amendment Effective Date”) whereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows. Capitalized terms are defined in the Agreement unless defined in this Amendment.
SUBLEASETivic Health Systems, Inc. • March 31st, 2022 • Electromedical & electrotherapeutic apparatus
AMENDMENT AgreementAmendment Agreement • September 9th, 2021 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • California
This Amendment Agreement (this “Amendment”) is made and entered into effective as of ____________, 2021 by and among Tivic Health Systems, Inc., a Delaware corporation (the “Company”), and the parties who are signatories hereto (the “Investors”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***]....Collaboration and Research Support Agreement • May 22nd, 2024 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Collaboration and Research Support Agreement (the “Agreement”), effective as of the date of the last signature below (the “Effective Date”), is entered into by and between The Feinstein Institutes for Medical Research, a New York not-for-profit corporation and 501(c)(3) medical research organization with an address at 350 Community Drive, Manhasset, NY 11030 (“Institute”) and Tivic Health Systems, Inc., with an address at 25821 Industrial Blvd., Suite 100, Hayward, CA USA 94545 (“Company”). Institute and Company are each a “Party” and collectively the “Parties.”
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***]....Asset Purchase Agreement • October 14th, 2022 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of October 7, 2022, by and among RB Buyer Co, LLC, a Delaware limited liability company (“Buyer”), Reliefband Technologies, LLC a Delaware limited liability company (“Seller”), Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of Seller and the Beneficial Owners (the “Beneficial Owner Representative”), the parties listed on Exhibit A attached hereto (collectively, the “Beneficial Owners” and each individually, a “Beneficial Owner”) and, for the limited purposes of Section 1.5(c), ARTICLE 4, Section 5.4 and Section 5.6, Tivic Health Systems, Inc., a Delaware corporation (“Parent”). The Beneficial Owner Representative, the Beneficial Owners, Seller and Buyer are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT TIVIC HEALTH SYSTEMS, INC.Tivic Health Systems, Inc. • April 29th, 2024 • Electromedical & electrotherapeutic apparatus • New York
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 _______, 20242 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____]3 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tivic Health Systems, 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).
AMENDMENT AgreementAmendment Agreement • August 3rd, 2021 • Tivic Health Systems, Inc. • Electromedical & electrotherapeutic apparatus • California
This Amendment Agreement (this “Amendment”) is made and entered into with intended effectiveness as of October 14, 2020, by and among Tivic Health Systems Inc., a California corporation (the “Company”), and the parties who are signatories hereto (the “Investors”).
