INDEMNIFICATION AGREEMENTIndemnification Agreement • October 15th, 2021 • Cyngn, Inc. • Services-computer programming services • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2021 by and between CYNGN INC., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Cyngn Inc.Pre-Funded Common Stock Purchase Warrant • September 30th, 2024 • Cyngn Inc. • Services-computer programming services
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 date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cyngn 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).
ContractPurchase Warrant Agreement • October 15th, 2021 • Cyngn, Inc. • Services-computer programming services • New York
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 ONE HUNDRED EIGHTY DAYS FOLLOWING OCTOBER [●], 2021 (SUCH DATE, THE COMMENCEMENT OF SALES OF THE OFFERING OR THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP.
CYNGN INC. Common Stock (par value $0.00001 per share) ATM Sales AgreementAtm Sales Agreement • May 31st, 2023 • Cyngn Inc. • Services-computer programming services • New York
Cyngn Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Virtu Americas LLC (the “Agent”) as follows:
UNDERWRITING AGREEMENT April 23, 2024Underwriting Agreement • April 24th, 2024 • Cyngn Inc. • Services-computer programming services • New York
Cyngn Inc., a Delaware corporation (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp. (the “Underwriter”) an aggregate of 50,000,000 of the Company’s shares of Common Stock, $0.00001 par value per share (“Common Stock”; such offered shares of Common Stock the “Closing Shares”) and pre-funded warrants to purchase one share of Common Stock (the “Pre-funded Warrants”). At the option of the Underwriter, the Company agrees, subject to the terms and conditions herein, to issue and sell up to an aggregate of 7,500,000 additional shares of Common Stock representing fifteen percent (15.0%) of the Closing Shares sold in the offering (the “Option Shares”). The Closing Shares and the Option Shares are herein referred to collectively as the “Shares”. The number of Shares to be purchased by the Underwriter is set forth opposite its name in Schedule 4.1.2 hereto.
Severance and Change of Control AgreementSeverance and Change of Control Agreement • March 7th, 2024 • Cyngn Inc. • Services-computer programming services • California
This Severance and Change of Control Agreement (the “Agreement”) is made and entered into, effective as of ________ (the “Effective Date”), by and between Cyngn Inc. (the “Company”), and ______________ (“Employee”).
AEGIS CAPITAL CORP.Placement Agent Agreement • December 11th, 2023 • Cyngn Inc. • Services-computer programming services • New York
The purpose of this placement agent agreement (“Agreement”) Agreement is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the placement agent on a “best efforts” basis in connection with the proposed fully marketed public offering (the “Placement”) by Cyngn Inc. (collectively, with its subsidiaries and affiliates, the “Company”) of its shares of Common Stock (the “Securities”). The Company confirms that entry into this Agreement and completion of the Placement with Aegis will not breach or otherwise violate the Company’s obligations to any other investment bank.
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 15th, 2021 • Cyngn, Inc. • Services-computer programming services • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 24th day of December 2014, by and among Cyanogen Inc., a Delaware corporation (the “Company”), each of the holders of Shares of the Company’s Series A Preferred Stock, par value $0.00001 per share (the “Series A Preferred Stock”) listed on Schedule A hereto (the “Series A Investors”), each of the holders of Shares of the Company’s Series B Preferred Stock, par value $0.00001 per share (the “Series B Preferred Stock”) listed on Schedule B hereto (the “Series B Investors”), each of the holders of Shares of the Company’s Series C Preferred Stock, par value $0.00001 per share (the “Series C Preferred Stock,” and together with the Series A Preferred Stock and Series B Preferred Stock, the “Preferred Stock”) listed on Schedule C hereto (the “Series C Investors,” and together with the Series A Investors and the Series B Investors, the “Investors”) and each of the stockholders listed on Schedule D hereto, each of wh
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 30th, 2024 • Cyngn Inc. • Services-computer programming services • New York
C-Suite Severance and Change of Control AgreementSeverance and Change of Control Agreement • May 17th, 2024 • Cyngn Inc. • Services-computer programming services • California
This Severance and Change of Control Agreement (the “Agreement”) is made and entered into, effective as of May 15, 2024 (the “Effective Date”), by and between Cyngn Inc. (the “Company”), and Don Alvarez (“Employee”).
Underwriting AgreementUnderwriting Agreement • October 15th, 2021 • Cyngn, Inc. • Services-computer programming services • New York
Aegis Capital Corp. As Representative of the several Underwriters named in Schedule I hereto c/o Aegis Capital Corp. 810 7th Avenue, 18th Floor New York, NY 10019
EMPLOYMENT AGREEMENTEmployment Agreement • January 6th, 2022 • Cyngn Inc. • Services-computer programming services • California
This Employment Agreement (“Agreement”) is entered into on January 1st 2022 (the “Effective Date”) by and between Cyngn Inc., a Delaware corporation (the “Company”) and Lior Tal (“Executive”) (collectively, the “Parties” and, each, a “Party”).
PERSONAL AND CONFIDENTIALPlacement Agent Agreement • November 27th, 2024 • Cyngn Inc. • Services-computer programming services • New York
The purpose of this placement agent agreement (“Agreement”) is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the placement agent on a “best efforts” basis in connection with the proposed Best Efforts Secondary Offering (the “Placement”) by Cyngn Inc. (collectively, with its subsidiaries and affiliates, the “Company”) of its shares of Common Stock and warrants to purchase Common Stock (the “Securities”). This Agreement sets forth certain conditions and assumptions upon which the Placement is premised. The Company expressly acknowledges and agrees that Aegis’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Aegis to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Aegis with respect to securing any other financing on behalf of the Company. The Company confirms that entry into
