NEUROSIGMA, INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • August 26th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • California
This Common Stock Purchase Agreement, dated as of December 30, 2011, (this “Agreement”) is entered into by and between NeuroSigma, Inc., a Delaware corporation (the “Company”), and Norman E. Witt, Jr. and Monica S. Witt, Joint Tenants with Right of Survivorship (the “Investor”).
ContractWarrant Agreement • August 26th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
NEUROSIGMA, INC. NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • August 26th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • California
This NOTE AND WARRANT PURCHASE AGREEMENT, dated as of October 24, 2013, (this “Agreement”) is entered into by and among NeuroSigma, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each an “Investor” and, collectively, the “Investors”).
NEUROSIGMA, INC. 2010 Option/Stock Issuance Plan Form of Stock Purchase AgreementStock Purchase Agreement • August 26th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • California
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • August 26th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 20 by and between NeuroSigma, Inc., a Delaware corporation (the “Company”), and [INSERT NAME] (“Indemnitee”).
NEUROSIGMA, INC.Stock Option Agreement • August 26th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • California
NEUROSIGMA, INC. Form of Stock Issuance Agreement (Restricted Stock Award – Directors of the Company)Stock Issuance Agreement • August 26th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • California
All capitalized terms in this Agreement shall have the meaning assigned to them in this Agreement or in the attached Appendix.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 26th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of February 14, 2014 (the “Effective Date”) by and among NeuroSigma, Inc., a Delaware corporation (the “Company”) and Gregory F. Brooks (the “Executive”). The Company and the Executive shall be referred to herein as the “Parties.” This Agreement amends and restates the Executive’s employment agreement with the Company entered into effective as of January 1, 2014.
NEUROSIGMA, INC. Form of Addendum to Stock Option AgreementStock Option Agreement • August 26th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus
The following provisions are hereby incorporated into, and are hereby made a part of, that certain Stock Option Agreement (the “Option Agreement”) by and between NeuroSigma, Inc. (the “Corporation”) and (“Optionee”) evidencing the stock option (the “Option”) granted to Optionee under the terms of the NeuroSigma, Inc. 2010 Stock Option/Stock Issuance Plan, and such provisions shall be effective immediately. All capitalized terms in this Addendum, to the extent not otherwise defined herein, shall have the meanings assigned to such terms in the Option Agreement.
FIRST AMENDMENTLease Agreement • August 26th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus
THIS FIRST AMENDMENT (this “Amendment”) is made and entered into as of December 26, 2012, by and between CA-10960 WILSHIRE LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and NEUROSIGMA, INC., a Delaware corporation (“Tenant”).
ContractWarrant Agreement • August 26th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
OFFICE LEASEOffice Lease • August 26th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • California
This Office Lease (this “Lease”), dated as of the date set forth in Section 1.1, is made by and between CA-10960 WILSHIRE LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and NEUROSIGMA, INC., a Delaware corporation (“Tenant”). The following exhibits are incorporated herein and made a part hereof: Exhibit A (Outline of Premises); Exhibit B (Work Letter); Exhibit C (Form of Confirmation Letter); Exhibit D (Rules and Regulations); Exhibit E (Judicial Reference); Exhibit F (Additional Provisions); and Exhibit G (Asbestos Notification).
ESCROW AGREEMENTEscrow Agreement • August 26th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • California
This Escrow Agreement (this “Agreement”) is made and entered into as of December 26, 2013 by and between NeuroSigma, Inc. (the “Company”), a Delaware corporation (the “Company”), and Blackmore Escrow, Inc., a California corporation with its principal place of business at 19700 Fairchild Road, Suite 110, Irvine, California 92612 (the “Escrow Holder”).
THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL...License Agreement • August 26th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus
THIS SECOND AMENDMENT (the “Second Amendment”), dated July 29, 2011 (the “Effective Date”), is made by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA (“The Regents”), a California corporation having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, acting through the offices of The University of California, Los Angeles located at 11000 Kinross Avenue, Suite #200, Los Angeles, CA 90095-1406 and NEUROSIGMA, INC. (“Licensee”) having a principal place of business at 10960 Wilshire Boulevard., Suite 1230, Los Angeles, CA, 90024 and amends the license agreement with Licensee, dated July 26, 2010 with UC Control Number 2011-04-0059 (the “License Agreement”) as amended by the first amendment dated January 9, 2011 with UC Control Number 2011-04-0059C (such amendment are also part of the License Agreement for purposes of this agreement) in accordance with the terms and conditions of this Second Amendment.
THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL...License Agreement • August 26th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus
This first amendment (the “First Amendment”), dated January 9, 2011 (the “Effective Date”), is made by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA (“The Regents”), a California corporation having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, acting through the offices of The University of California, Los Angeles located at 11000 Kinross Avenue, Suite #200, Los Angeles, CA 90095-1406 and NEUROSIGMA, INC. (“Licensee”) having a principal place of business at 10960 Wilshire Boulevard, Suite 1230, Los Angeles, CA, 90024 and amends the license agreement with Licensee, dated July 26, 2010 with UC Agreement Control Number 2011-04-0059 (the “License Agreement”), in accordance with the terms and conditions of this First Amendment.
THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL...License Agreement • August 26th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus
THIS THIRD AMENDMENT (the “Third Amendment”), dated August 30, 2012 (the “Effective Date”), is made by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA (“The Regents”), a California corporation having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200, acting through the offices of The University of California, Los Angeles located at 11000 Kinross Avenue, Suite #200, Los Angeles, CA 90095-1406 and NEUROSIGMA, INC. (“Licensee”) having a principal place of business at 10960 Wilshire Boulevard., Suite 1230, Los Angeles, CA, 90024 and amends the license agreement with Licensee, dated July 26, 20 l 0 with UC Agreement Control Number 2011-04-0059, the First Amendment dated January 9, 2011, and the Second Amendment dated July 29, 2011 (the “License Agreement”), in accordance with the terms and conditions of this Third Amendment.
NEUROSIGMA, INC. NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 26th, 2014 • NeuroSigma, Inc. • Electromedical & electrotherapeutic apparatus • California
This NOTE PURCHASE AGREEMENT, dated as of February 28, 2014, (this “Agreement”) is entered into by and between NeuroSigma, Inc., a Delaware corporation (the “Company”), and LSU Alumni Association, a Louisiana non-profit corporation (the “Investor”).
