AMENDED AND RESTATED] INDEMNIFICATION AGREEMENTIndemnification Agreement • May 21st, 2018 • ElectroCore, LLC • Electromedical & electrotherapeutic apparatus • Delaware
This [Amended and Restated] Indemnification Agreement (“Agreement”), dated as of [DATE], is by and between electroCore, Inc., a Delaware corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”).
ELECTROCORE, INC. 2018 OMNIBUS EQUITY INCENTIVE PLAN2018 Omnibus Equity Incentive Plan • May 21st, 2018 • ElectroCore, LLC • Electromedical & electrotherapeutic apparatus • Delaware
OFFICE LEASE Between 150 Allen Road LLC, Landlord, and Electrocore LLC Tenant Dated: April 10, 2013Office Lease • May 21st, 2018 • ElectroCore, LLC • Electromedical & electrotherapeutic apparatus • New Jersey
THIS OFFICE LEASE (this “Lease”) is made and entered into as of the 10th day of April, 2013, by and between 150 Allen Road LLC, a New Jersey corporation (hereinafter referred to as “Landlord”), and Electrocore, LLC a Delaware limited liability company (hereinafter referred to as “Tenant”).
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 21st, 2018 • ElectroCore, LLC • Electromedical & electrotherapeutic apparatus • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT is made as of the 28th day of March, 2013, by and among ElectroCore, LLC, a Delaware limited liability company (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” each of the holders of Common Units listed on Schedule B hereto (each of whom is referred to herein as a “Key Holder”), and any additional persons that become a party to this Agreement herewith.
MASTER SERVICES AGREEMENTMaster Services Agreement • May 21st, 2018 • ElectroCore, LLC • Electromedical & electrotherapeutic apparatus • New Jersey
This Master Services Agreement (“Agreement”) is made as of this 17th day of October, 2016 (the “Effective Date”) by and between Asembia LLC, a limited liability corporation incorporated under the laws of the State of Delaware having an address of 200 Park Ave, Suite 300, Florham Park, New Jersey 07932, its subsidiaries, divisions and affiliated business units under its common control or ownership, including but not limited to, ASPN Pharmacies, LLC, Bioridge Pharma, LLC, ReachRx OTM, LLC, Asembia Specialty Pharmacy Summit, LLC, ApproveRx, LLC and Asembia Technology, LLC (collectively, “Provider”) and electroCore LLC, having an address of 150 Allen Road, Suite 201 Basking Ridge, NJ 07920, including any and all affiliates (“Company”). Provider and Company may be referred to in this Agreement individually as a “Party” or collectively as the “Parties”.
UNIT FORFEITURE AGREEMENTUnit Forfeiture Agreement • May 21st, 2018 • ElectroCore, LLC • Electromedical & electrotherapeutic apparatus • New Jersey
This Unit Forfeiture Agreement is made as of the day of , 201 , by and between ElectroCore, LLC, a Delaware limited liability company (the “Company” or “ElectroCore”), and the Member of the Company whose name is set forth on the signature page hereto (the “Member”).
DIRECTORS ANNUAL RESTRICTED STOCK UNIT AGREEMENT UNDER THE ELECTOCORE, INC.Restricted Stock Unit Agreement • May 21st, 2018 • ElectroCore, LLC • Electromedical & electrotherapeutic apparatus
Pursuant to the electroCore, Inc. 2018 Omnibus Equity Compensation Plan (the “Plan”), electroCore, Inc., a Delaware corporation (together with all successors thereto, the “Company”), hereby enters into this Restricted Stock Unit Agreement with the undersigned employee (the “Grantee”), pursuant to which the Company will issue the number of shares of the Company’s common stock equal to the number of Restricted Stock Units (“RSU’s”) granted hereunder in accordance with the terms set forth in this agreement (the “Agreement”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ELECTROCORE, LLC, A DELAWARE LIMITED LIABILITY COMPANY Dated as of August 18, 2017Limited Liability Company Agreement • May 21st, 2018 • ElectroCore, LLC • Electromedical & electrotherapeutic apparatus • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) dated as of August 18, 2017 of ElectroCore, LLC (the “Company”), a Delaware limited liability company, is made and entered into by and among the Existing Members of the Company together with such additional Persons who become a party hereto.
July 18, 2016 Mr. Frank Amato Dear Frank:Employment Agreement • May 21st, 2018 • ElectroCore, LLC • Electromedical & electrotherapeutic apparatus • New Jersey
On behalf of ElectroCore, LLC, a Delaware company (the “Company”), we are pleased to amend the terms of your continued employment with the Company. Effective as of July 15, 2016, you shall serve as the Chief Executive Officer for the Company. This letter, when countersigned by you, will constitute our agreement (the “Agreement”) concerning your role as Chief Executive Officer of the Company.
DIRECTORS INAUGURAL DEFERRED STOCK UNIT AGREEMENT UNDER THE ELECTROCORE, INC.Directors Deferred Stock Unit Agreement • May 21st, 2018 • ElectroCore, LLC • Electromedical & electrotherapeutic apparatus
Pursuant to the electroCore, Inc. 2018 Omnibus Equity Compensation Plan (the “Plan”), electroCore, Inc., a Delaware corporation (together with all successors thereto, the “Company”), hereby enters into this Directors Deferred Stock Unit Agreement with the undersigned director (the “Grantee”), pursuant to which the Company will issue the number of shares of the Company’s common stock equal to the number of Deferred Stock Units (“DSU’s”) granted hereunder in accordance with the terms set forth in this agreement (the “Agreement”).
DIRECTORS ANNUAL STOCK OPTION AGREEMENT UNDER THE ELECTROCORE, INC.Directors Annual Stock Option Agreement • May 21st, 2018 • ElectroCore, LLC • Electromedical & electrotherapeutic apparatus
Pursuant to the electroCore, Inc. 2018 Omnibus Equity Compensation Plan (the “Plan”), electroCore, Inc., a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the Grantee, an Option to purchase, on or prior to the Expiration Date (or such earlier date as provided in Section 3 below), all or any part of the number of Shares of Common Stock of the Company indicated above (the “Underlying Shares,” with such Shares once issued being referred to herein as “Option Shares”) at the Exercise Price per share indicated above.
ContractWarrant Agreement • May 21st, 2018 • ElectroCore, LLC • Electromedical & electrotherapeutic apparatus • Delaware
NEITHER THIS WARRANT NOR THE SECURITIES FOR WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) NOR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING THE SALE OF THIS WARRANT OR THE SECURITIES FOR WHICH THIS WARRANT IS EXERCISABLE UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractWarrant Agreement • May 21st, 2018 • ElectroCore, LLC • Electromedical & electrotherapeutic apparatus • New Jersey
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING THIS WARRANT UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
DIRECTORS ANNUAL DEFERRED STOCK UNIT AGREEMENT UNDER THE ELECTOCORE, INC.Directors Annual Deferred Stock Unit Agreement • May 21st, 2018 • ElectroCore, LLC • Electromedical & electrotherapeutic apparatus
Pursuant to the electroCore, Inc. 2018 Omnibus Equity Compensation Plan (the “Plan”), electroCore, Inc., a Delaware corporation (together with all successors thereto, the “Company”), hereby enters into this Directors Deferred Stock Unit Agreement with the undersigned director (the “Grantee”), pursuant to which the Company will issue the number of shares of the Company’s common stock equal to the number of Deferred Stock Units (“DSU’s”) granted hereunder in accordance with the terms set forth in this agreement (the “Agreement”).
May 1, 2017 Dr. Peter Staats, M.D. Dear Dr. Staats: On behalf of ElectroCore, LLC, a Delaware company (the “Company”), I am pleased to offer you a position as Chief Medical Officer effective as of the date of this letter or such later date as we shall...Employment Agreement • May 21st, 2018 • ElectroCore, LLC • Electromedical & electrotherapeutic apparatus • New Jersey
This letter, when signed by you, will constitute our agreement (the “Agreement”) concerning your role as an employee of the Company.
ContractWarrant Agreement • May 21st, 2018 • ElectroCore, LLC • Electromedical & electrotherapeutic apparatus • New Jersey
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING THIS WARRANT UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
INCENTIVE STOCK OPTION AGREEMENT UNDER THE ELECTROCORE, INC.Incentive Stock Option Agreement • May 21st, 2018 • ElectroCore, LLC • Electromedical & electrotherapeutic apparatus
Pursuant to the electroCore, Inc. 2018 Omnibus Equity Compensation Plan (the “Plan”), electroCore, Inc., a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the Grantee, an Option to purchase, on or prior to the Expiration Date (or such earlier date as provided in Section 3 below), all or any part of the number of Shares of Common Stock of the Company indicated above (the “Underlying Shares,” with such Shares once issued being referred to herein as “Option Shares”) at the Exercise Price per share indicated above.
July 18, 2016 Mr. Joseph P. Errico Dear JP:Employment Agreement • May 21st, 2018 • ElectroCore, LLC • Electromedical & electrotherapeutic apparatus • New Jersey
On behalf of ElectroCore, LLC, a Delaware company (the “Company”), we are pleased to confirm in writing the terms of your continued employment with the Company, effective as of July 15, 2016, as Chief Science & Strategy Officer for the Company. This letter, when countersigned by you, will constitute our agreement (the “Agreement”) concerning your role as Chief Science & Strategy Officer.
DIRECTORS INAUGURAL RESTRICTED STOCK UNIT AGREEMENT UNDER THE ELECTOCORE, INC.Restricted Stock Unit Agreement • May 21st, 2018 • ElectroCore, LLC • Electromedical & electrotherapeutic apparatus
Pursuant to the electroCore, Inc. 2018 Omnibus Equity Compensation Plan (the “Plan”), electroCore, Inc., a Delaware corporation (together with all successors thereto, the “Company”), hereby enters into this Restricted Stock Unit Agreement with the undersigned employee (the “Grantee”), pursuant to which the Company will issue the number of shares of the Company’s common stock equal to the number of Restricted Stock Units (“RSU’s”) granted hereunder in accordance with the terms set forth in this agreement (the “Agreement”).
DIRECTORS INAUGURAL STOCK OPTION AGREEMENT UNDER THE ELECTROCORE, INC.Directors Inaugural Stock Option Agreement • May 21st, 2018 • ElectroCore, LLC • Electromedical & electrotherapeutic apparatus
Pursuant to the electroCore, Inc. 2018 Omnibus Equity Compensation Plan (the “Plan”), electroCore, Inc., a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the Grantee, an Option to purchase, on or prior to the Expiration Date (or such earlier date as provided in Section 3 below), all or any part of the number of Shares of Common Stock of the Company indicated above (the “Underlying Shares,” with such Shares once issued being referred to herein as “Option Shares”) at the Exercise Price per share indicated above.
July 25, 2016 Mr. Glenn Vraniak Dear Glenn:Employment Agreement • May 21st, 2018 • ElectroCore, LLC • Electromedical & electrotherapeutic apparatus • New Jersey
On behalf of ElectroCore, LLC, a Delaware limited liability company (the “Company”), I am pleased to confirm in writing the terms of your employment with the Company, effective as of August 15, 2016 (the “Employment Start Date”), as Chief Financial Officer for the Company. This letter, when countersigned by you, will constitute our agreement (the “Agreement”) concerning your role with the Company.
NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE ELECTROCORE, INC.Nonqualified Stock Option Agreement • May 21st, 2018 • ElectroCore, LLC • Electromedical & electrotherapeutic apparatus
Pursuant to the electroCore, Inc. 2018 Omnibus Equity Compensation Plan (the “Plan”), electroCore, Inc., a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the Grantee, an Option to purchase, on or prior to the Expiration Date (or such earlier date as provided in Section 3 below), all or any part of the number of Shares of Common Stock of the Company indicated above (the “Underlying Shares,” with such Shares once issued being referred to herein as “Option Shares”) at the Exercise Price per share indicated above.
