INDEMNIFICATION And Advancement AGREEMENTIndemnification Agreement • September 19th, 2024 • Ceribell, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 20__ by and between CeriBell, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
CeriBell, Inc. (a Delaware corporation) [•] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 7th, 2024 • Ceribell, Inc. • Electromedical & electrotherapeutic apparatus • New York
ContractWarrant Agreement • August 26th, 2024 • Ceribell, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.
STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NETLease Agreement • August 26th, 2024 • Ceribell, Inc. • Electromedical & electrotherapeutic apparatus
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 26th, 2024 • Ceribell, Inc. • Electromedical & electrotherapeutic apparatus
Under the terms and conditions of the Loan and Security Agreement between Borrower and Bank (as amended, modified, supplemented and/or restated from time to time, the “Agreement”), Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below. Attached are the required documents evidencing such compliance, setting forth calculations prepared in accordance with GAAP consistently applied from one period to the next except as explained in an accompanying letter or footnotes. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement.
VENTURE LOAN AND SECURITY AGREEMENTVenture Loan and Security Agreement • August 26th, 2024 • Ceribell, Inc. • Electromedical & electrotherapeutic apparatus • New York
HORIZON TECHNOLOGY FINANCECORPORATION,a Delaware corporation312 Farmington AvenueFarmington, CT 06032 as a Lender and Collateral Agent SILICON VALLEY BANK, A DIVISION OFFIRST-CITIZENS BANK & TRUST COMPANY,a North Carolina stock corporation505 Howard St Floor 3 San Francisco, CA 94105 as a Lender
Certain confidential information contained in this document, marked by [***], has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information that the registrant treats as private...Corporate Supply Agreement • August 26th, 2024 • Ceribell, Inc. • Electromedical & electrotherapeutic apparatus
This Corporate Supply Agreement (the "Agreement"), dated as of the last date of signature (the "Effective Date"), is between Ceribell, Inc., located at 360 N. Pastoria Ave., Sunnyvale CA 94085 ("Ceribell") and Ease Care under the management of Luxen and Kersen located at Room 4003, 4th Floor, Building 6, No. 160 Basheng Road, China (Shanghai) Pilot Free Trade Zone ("Ease Care" or "Supplier"). Each may be referred to as a party or they may be collectively known as parties.
EXCLUSIVE (EQUITY) AGREEMENTExclusive (Equity) Agreement • September 19th, 2024 • Ceribell, Inc. • Electromedical & electrotherapeutic apparatus • California
This Agreement between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY ("Stanford"), an institution of higher education having powers under the laws of the State of California, and Brain Stethoscope, Inc. ("Company"), a corporation having a principal place of business at 555 Bryant St., #895, Palo Alto, California 94301, is effective on the 15th day of June, 2015 ("Effective Date").
CERIBELL, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 7th, 2024 • Ceribell, Inc. • Electromedical & electrotherapeutic apparatus • California
This Employment Agreement (the “Agreement”) is entered into as of the last date set forth on the signature page below (the “Effective Date”) by and between Ceribell, Inc. (the “Company”), and Raymond Woo (“Executive”).
CORPORATE SUPPLY AGREEMENT AMENDMENT BETWEEN CERIBELL, INC. & SHENZHEN EVERWIN PRECISION TECHNOLOGY CO., LTDCorporate Supply Agreement • August 26th, 2024 • Ceribell, Inc. • Electromedical & electrotherapeutic apparatus
This Corporate Supply Agreement Amendment is made March 7, 2023, between Ceribell, Inc., located at 360 N Pastoria Ave, Sunnyvale, CA 94085 (“Ceribell”) and Shenzhen Everwin Precision Technology Co., Ltd. located at Bldg. 3, Fuqiao 3rd Industrial Zone, Qiaotou, Fuyong Town, Bao'an District, Shenzhen, Guangdong 518103, China ("Supplier"). This Amendment along with the Corporate Supply Agreement, dated as of January 10, 2022 (the “Supply Agreement”), will constitute the Amended Agreement (hereinafter referred to as the “Agreement”), upon its execution by the parties.
AMENDMENT № 2 TO THE LICENSE AGREEMENT EFFECTIVE THE 15TH DAY OF JUNE 2015 AND AMENDED THE 14TH DAY of SEPTEMBER 2015 BETWEEN STANFORD UNIVERSITY AND CERIBELLLicense Agreement • August 26th, 2024 • Ceribell, Inc. • Electromedical & electrotherapeutic apparatus
Effective the 1st day of April 2017, THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Ceribell (“Ceribell”), a corporation having a principal place of business at 555 Bryant St., #895, Palo Alto, California, 94301, agree as follows:
LEASE by and between WTA Pastoria II LLC, a California limited liability company (“Landlord”) and Ceribell, Inc., a Delaware corporation (“Tenant”) For the approximately 15,600 sq. ft. Premises at 360 N. Pastoria Avenue, Sunnyvale, CaliforniaLease Agreement • August 26th, 2024 • Ceribell, Inc. • Electromedical & electrotherapeutic apparatus • California
CERIBELL, INC. [[STOCKOPTIONPLANNAME]] STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • August 26th, 2024 • Ceribell, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
Certain confidential information contained in this document, marked by [***], has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information that the registrant treats as private...License Agreement • August 26th, 2024 • Ceribell, Inc. • Electromedical & electrotherapeutic apparatus
Effective the 8th day of March, 2022, THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Ceribell, Inc. (“Ceribell”), a corporation having a principal place of business at 360 N. Pastoria Ave, Sunnyvale, CA 94085, agree as follows:
Certain confidential information contained in this document, marked by [***], has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information that the registrant treats as private...License Agreement • August 26th, 2024 • Ceribell, Inc. • Electromedical & electrotherapeutic apparatus
Effective the 9th day of September 2015, THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Ceribell, Inc. (“Ceribell”), a corporation having a principal place of business at 555 Bryant St., #895, Palo Alto, CA 94301, agree as follows:
CERIBELL, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 26th, 2024 • Ceribell, Inc. • Electromedical & electrotherapeutic apparatus • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of April 22, 2021, by and among CeriBell, Inc., a Delaware corporation (the “Company”), the investors listed on Schedule A hereto (each an “Investor” and collectively the “Investors”), and Josef Parvizi, Xingjuan (Jane) Chao and Chris Chafe (each a “Founder” and together, the “Founders”).
CERIBELL, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 26th, 2024 • Ceribell, Inc. • Electromedical & electrotherapeutic apparatus • California
This Executive Employment Agreement (the "Agreement") is entered into as of the last date set forth on the signature page below (the "Effective Date") by and between Ceribell, Inc. (the "Company") and Scott Blumberg ("Executive").
CERIBELL, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • September 19th, 2024 • Ceribell, Inc. • Electromedical & electrotherapeutic apparatus • California
This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between [____________] (“Executive”) and CeriBell, Inc. (the “Company”), effective as of [the latest date set forth by the signatures of the parties hereto below]/[the date Executive commences employment with the Company]/[the date immediately prior to the Company’s registration statement relating to its initial public offering becomes effective] (the “Effective Date”).
CERIBELL, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 26th, 2024 • Ceribell, Inc. • Electromedical & electrotherapeutic apparatus • California
This Employment Agreement (the “Agreement”) is entered into as of the last date set forth on the signature page below (the “Effective Date”) by and between Ceribell, Inc. (the “Company”), and Xingjuan (Jane) Chao (“Executive”).
CERIBELL, INC. CONSULTING AGREEMENTConsulting Agreement • October 7th, 2024 • Ceribell, Inc. • Electromedical & electrotherapeutic apparatus • California
This Consulting Agreement (this “Agreement”) is made and entered into as of May 7,2018 (the “Effective Date”) by and between Ceribell, Inc., a Delaware corporation (the “Company”), and Josef Parvizi, an individual (“Consultant”) (each herein referred to individually as a “Party,” or collectively as the “Parties”).
Certain confidential information contained in this document, marked by [***], has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both (i) not material and (ii) the type of information that the registrant treats as private...License Agreement • September 19th, 2024 • Ceribell, Inc. • Electromedical & electrotherapeutic apparatus
Effective the 9th day of September 2015, THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and Ceribell, Inc. (“Ceribell”), a corporation having a principal place of business at 555 Bryant St., #895, Palo Alto, CA 94301, agree as follows:
