0001213900-21-014638 Sample Contracts

Contract
Underwriter Warrant • March 10th, 2021 • Movano Inc. • Electromedical & electrotherapeutic apparatus • New York

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

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MOVANO INC. UNDERWRITING AGREEMENT
Underwriting Agreement • March 10th, 2021 • Movano Inc. • Electromedical & electrotherapeutic apparatus • New York

The undersigned, Movano Inc. (together with its affiliates, subsidiaries, predecessors, and successors, the “Company”), a company formed under the laws of Delaware, hereby confirms its agreement with National Securities Corporation (hereinafter referred to as the “Representative”), a Washington corporation, and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

FIRST AMENDMENT TO EMPLOYMENT LETTER AGREEMENT
Employment Letter Agreement • March 10th, 2021 • Movano Inc. • Electromedical & electrotherapeutic apparatus

This First Amendment (this “Amendment”) to that certain Employment Offer Letter Agreement dated November 29, 2019 (the “Agreement”), by and between Jeremy Cogan (the “Employee”) and Movano Inc. (the “Company”), is effective February 10, 2021.

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