COMMON STOCK PURCHASE WARRANT ANGION BIOMEDICA CORP.Common Stock Purchase Warrant • January 15th, 2021 • Angion Biomedica Corp. • Pharmaceutical preparations
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 the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”), provided that, if such date is not a Trading Day, the Termination Date should be the immediately following Trading Day, but not thereafter, to subscribe for and purchase from Angion Biomedica Corp., 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). For purposes of this Warrant, Trading Day shall mean a day on which the principal market on which the Company’
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification & Liability • January 15th, 2021 • Angion Biomedica Corp. • Pharmaceutical preparations • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of [ · ], 20[ · ] by and between Angion Biomedica Corp., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
AGREEMENT OF LEASE BY AND BETWEEN NOVAPARK LLCLease Agreement • January 15th, 2021 • Angion Biomedica Corp. • Pharmaceutical preparations • New York
AGREEMENT OF LEASE (this “Lease”), made the day of June, 2011, by and between NOVAPARK (“Landlord”), a Delaware limited liability company, having an office at c/o Dr. Itzhak Goldberg, 400 Kelby Street, Fort Lee, New Jersey 07024, and ANGION BIOMEDICA, a Delaware corporation, having an address at 1050 Stewart Ave. , Garden City, New York (“Tenant”).
March 29, 2019 Jay R. Venkatesan, MD [***] [***] Dear Jay,Employment Agreement • January 15th, 2021 • Angion Biomedica Corp. • Pharmaceutical preparations
This letter amends and restates in its entirety the terms of you employment as Chief Executive Officer of Angion Biomedica, Inc. (“Angion” or “Company”) and supersedes that certain letter agreement dated April 30, 2018 between you and the Company (the “Original Agreement”). As CEO you will be based in San Francisco, California and report to the Board of Directors. Your official hire date was May 1, 2018. This offer includes the following:
BROKER PURCHASE WARRANT ANGION BIOMEDICA CORP.Broker Purchase Warrant • January 15th, 2021 • Angion Biomedica Corp. • Pharmaceutical preparations
THIS BROKER PURCHASE WARRANT (the “Broker 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 the close of business on the thirtieth (30th) day after the Initial Exercise Date (the “Termination Date”), provided that, if such date is not a Trading Day, the Termination Date shall be the immediately following Trading Day, but not thereafter, to subscribe for and purchase from Angion Biomedica Corp., a Delaware corporation (the “Company”), up to shares of Common Stock (as subject to adjustment hereunder, the “Broker Shares”) at an Exercise Price (as defined in Section 2(b) below). For purposes of this Broker Warrant, Trading Day shall mean a day on which the principal market on which the Company’s Common Stock is traded is open for business.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 15th, 2021 • Angion Biomedica Corp. • Pharmaceutical preparations • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Angion Biomedica Corp., a Delaware corporation (the “Company”), and John Neylan (“Executive”), dated December 17, 2018 (the “Effective Date”).
CONFIDENTIAL CONSULTING AGREEMENTConfidential Consulting Agreement • January 15th, 2021 • Angion Biomedica Corp. • Pharmaceutical preparations • California
This Confidential Consulting Agreement (the “Agreement”) is executed as of the date shown on the signature page (the “Effective Date”), by and between FLG Partners, LLC, a California limited liability company (“FLG”), and the entity identified on the signature page (“Client”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 15th, 2021 • Angion Biomedica Corp. • Pharmaceutical preparations • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Angion Biomedica Corp., a Delaware corporation (the “Company”), and Itzhak D. Goldberg (“Executive”), dated May 1, 2018 (the “Effective Date”).
SUBCONTACTOR AGREEMENTSubcontractor Agreement • January 15th, 2021 • Angion Biomedica Corp. • Pharmaceutical preparations
This Subcontractor Agreement (“Agreement”), between Angion Biomedica Corporation, a Delaware corporation, having an address at 51 Charles Lindbergh Blvd., Uniondale, New York 11553, (hereinafter referred to as “Angion”) and The Regents of the University of Michigan, a public educational institution and Constitutional corporation of the State of Michigan having an address at 3003 S. State Street, Ann Arbor, Michigan 48109-1274 (hereinafter referred to as “UM”). Angion and UM are hereinafter referred to collectively as the “Parties” or individually the “Party”.
ConfidentialLicense Agreement • January 15th, 2021 • Angion Biomedica Corp. • Pharmaceutical preparations • New York
Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
LICENSE AGREEMENTLicense Agreement • January 15th, 2021 • Angion Biomedica Corp. • Pharmaceutical preparations • New York
This LICENSE AGREEMENT (“Agreement”) is made as of August 22, 2018 (“Effective Date”), by and between Angion Biomedica Corp., a Delaware Corporation (“Angion”), having a place of business at 51 Charles Lindbergh Boulevard, Uniondale, New York, U.S.A., and Sinovant Sciences HK Limited, a company incorporated under the laws of Hong Kong with registered number 2639646 (“Sinovant”), having its registered office at 9/F Three Exchange Square, Central, Hong Kong. Sinovant and Angion are referred to individually as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 15th, 2021 • Angion Biomedica Corp. • Pharmaceutical preparations • Delaware
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of March 31, 2020, by and among Angion Biomedica Corp., a Delaware corporation (the “Company”), and the persons identified as Investors on Schedule A hereto that have executed a counterpart signature page, as Schedule A may be amended from time to time to include new Investors (the “Investors,” and each individually, an “Investor”).
