FORM OF Registration Rights AgreementRegistration Rights Agreement • January 23rd, 2014 • Ekso Bionics Holdings, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of _______________ ___, 2014, between Ekso Bionics Holdings, Inc., a Nevada corporation (the “Company”), the persons who have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers,” which terms, for avoidance of doubt, include all persons who purchased Bridge Notes (as defined below) and/or Units (as defined below)), and the persons or entities identified on Schedule 1 hereto holding Bridge Placement Agent Warrants, Placement Agent Warrants (each as defined below) or Lender Warrants (collectively, the “Other Holders”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among EKSO BIONICS HOLDINGS, INC. (formerly PN Med Group Inc.) EKSO ACQUISITION CORP., EKSO BIONICS, INC. AND WITH RESPECT TO SECTION 6.3(F), Nathan Harding, as Indemnification Representative January 15,...Merger Agreement • January 23rd, 2014 • Ekso Bionics Holdings, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware
SUBSCRIPTION AGREEMENTSubscription Agreement • January 23rd, 2014 • Ekso Bionics Holdings, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
This Subscription Agreement (this “Agreement”) has been executed by the subscriber set forth on the signature page hereof (the “Subscriber”) in connection with the private placement offering (the “Offering”) of a minimum of $12,000,000 (the “Minimum Offering”) and a maximum of $20,000,000 (the “Maximum Offering”) of Units of securities (the “Units”), plus up to an additional $5,000,000 of Units to cover over-allotments, issued by PN Med Group Inc., a Nevada corporation (the “Company”), at a purchase price of $1.00 per Unit (the “Purchase Price”). Each Unit consists of (i) one share of the Company’s common stock, par value $0.001 per share (“Common Stock”), and (ii) a warrant, substantially in the form of Exhibit A hereto (the “Warrant”), representing the right to purchase one share of Common Stock, exercisable from issuance until five (5) years after the initial Closing of the Offering at an exercise price of $2.00 per share. This subscription is being submitted to you in accordance wi
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 23rd, 2014 • Ekso Bionics Holdings, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
This Placement Agency Agreement (“Agreement”) sets forth the terms upon which Gottbetter Capital Markets, LLC, a registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”), (hereinafter referred to as the “Placement Agent” or “Markets”), shall be engaged by PN Med Group Inc. (to be renamed EKSO Bionics Holdings, Inc.), a publicly traded corporation duly organized under the laws of the State of Nevada, (hereinafter referred to as the “Company” or “Ekso”), to act as an exclusive Placement Agent in connection with the private placement (hereinafter referred to as the “Offering”) of units (the “Units”) of securities of the Company, as more fully described below. The initial closing of the Offering will be conditioned upon the receipt of subscriptions for the Minimum Amount (as defined below) and the consummation of a reverse triangular merger (the “Merger”) between a subsidiary of the Company and Ekso Bionics, Inc., a Delaware corporation (“Ekso”) and cert
EMPLOYMENT AGREEMENTEmployment Agreement • January 23rd, 2014 • Ekso Bionics Holdings, Inc. • Wholesale-medical, dental & hospital equipment & supplies • California
THIS EMPLOYMENT AGREEMENT (the “Agreement”), made as of this 15th day of January, 2014, is entered into by Ekso Bionics Holdings, Inc., a Nevada corporation (the “Company”), and Frank Moreman, residing at 432 Cole Street, San Francisco, CA 94117 the “Executive”).
INDEMNIFICATION SHARES ESCROW AGREEMENTIndemnification Agreement • January 23rd, 2014 • Ekso Bionics Holdings, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
This Indemnification Shares Escrow Agreement (this “Agreement”) is entered into as of January 15, 2014 by and among Ekso Bionics Holdings, Inc. (f/k/a PN Med Group Inc.), a Nevada corporation (the “Parent”), Nathan Harding, a California resident (the “Indemnification Representative”), and Gottbetter & Partners, LLP, as escrow agent (the “Escrow Agent”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Merger Agreement (as defined below).
EXCLUSIVE LICENSE AGREEMENT FOR: MECHANISM TO ENABLE NORMAL GAIT DESPITE LEG INJURIES, DECREASING OXYGEN CONSUMPTION BY USE OF A LOAD-CARRYING EXOSKELETON, UNDER-ACTUATED TRANSFEMORAL PROSTHETIC KNEE, AND CONTROLLING THE SWINGING LEG OF AN EXOSKELETON...Exclusive License Agreement • January 23rd, 2014 • Ekso Bionics Holdings, Inc. • Wholesale-medical, dental & hospital equipment & supplies • California
This license agreement (“AGREEMENT”) is entered into as of the date that this AGREEMENT is fully executed by both parties (“EFFECTIVE DATE”), by and between The Regents of the University of California, a California corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200 acting through its Office of Technology Licensing, at the University of California, Berkeley, having its administrative office at 2150 Shattuck Avenue, Suite 510, Berkeley, CA 94720-1620 (“REGENTS”), and Berkeley ExoTech, Inc. dba Berkeley Bionics and formerly dba Berkeley ExoWorks (“LICENSEE”), a Delaware corporation, having a principal place of business at 2131 University Avenue, #428, Berkeley, CA 94704. The parties agree as follows:
STOCK OPTION AGREEMENT EKSO BIONICS HOLDINGS, INC.Stock Option Agreement • January 23rd, 2014 • Ekso Bionics Holdings, Inc. • Wholesale-medical, dental & hospital equipment & supplies
SPLIT-OFF AGREEMENTSplit-Off Agreement • January 23rd, 2014 • Ekso Bionics Holdings, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
This SPLIT-OFF AGREEMENT, dated as of January 15, 2014 (this “Agreement”), is entered into by and among PN MED GROUP, INC. , a Nevada corporation (the “Seller”), PN Med Split Off Corp, a Delaware corporation (“Split-Off Subsidiary”), and PEDRO PEREZ NIKLITSCHEK and MIGUEL MOLINA URRA (each a “Buyer” and, together, the “Buyers”).
LOCK-UP AGREEMENTLock-Up Agreement • January 23rd, 2014 • Ekso Bionics Holdings, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
This LOCK-UP AGREEMENT (this “Agreement”) is made as of January 15, 2014 by and between the undersigned person or entity (the “Restricted Holder”) and Ekso Bionics Holdings, Inc., a Nevada corporation formerly known as PN Med Group Inc. (the “Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined herein).
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • January 23rd, 2014 • Ekso Bionics Holdings, Inc. • Wholesale-medical, dental & hospital equipment & supplies • Delaware
This Director Nomination Agreement (the “Agreement”) is made and entered into as of January 15, 2014, by and among Ekso Bionics, Inc. (the “Company”), Ekso Bionics Holdings, Inc. (f/k/a PN Med Group Inc.)(“Parent”), and CNI Commercial LLC (“CNI”).
Ekso Bionics, Inc. November 12, 2013Consulting Agreement • January 23rd, 2014 • Ekso Bionics Holdings, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
This letter agreement (the “Agreement”) hereby supersedes and replaces in its entirety the consulting agreement among Ekso Bionics, Inc. (the “Company”) and Gravitas Partners Ltd. (“Gravitas”) and Pentium Capital Partners Ltd. (“Pentium”) dated August 22, 2013 (the “Initial Agreement”). Gravitas and Pentium are herein referred to individually as a “Consultant” and collectively as the “Consultants.”
General RELEASE agreementGeneral Release Agreement • January 23rd, 2014 • Ekso Bionics Holdings, Inc. • Wholesale-medical, dental & hospital equipment & supplies • New York
This General Release Agreement (this “Agreement”), dated as of January 15, 2014, is entered into by and among PN MED GROUP, INC. a Nevada corporation (“Seller”), PN Med Split Off Corp., a Delaware corporation (“Split-Off Subsidiary”) and PEDRO PEREZ NIKLITSCHEK and MIGUEL MOLINA URRA (each a Buyer and, together, the “Buyers”). In consideration of the mutual benefits to be derived from this Agreement, the covenants and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the execution and delivery hereof, the parties hereto hereby agree as follows:
