COMMON SHARE PURCHASE WARRANT Neuraxis, Inc.Common Share Purchase Warrant • January 10th, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus • Delaware
This COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance by Neuraxis, Inc., a corporation organized under the laws of the State of Indiana (the “Company”), to Leonite Fund I, LP, a limited partnership organized under the laws of the State of Delaware (including any permitted and registered assigns, each referred to hereinafter as “Holder”), of the senior secured convertible promissory note of even date herewith (the “Note”), 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 of issuance hereof, to purchase from the Company, the number of the Company’s common shares noted above (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant), at the Exercise Price (defined below) per share then in effect. This Warrant is issued by the Company as of the date he
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 10th, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus • Indiana
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of August 9, 2022 (the “Effective Date”) by and between NeurAxis, Inc., a Delaware corporation, (the “Company” or “NeurAxis”) and Christopher R. Brown, an individual (“Executive”). Each of the Company and Executive may be referred to herein as a “Party” or collectively as the “Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 10th, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus • Delaware
This Securities Purchase Agreement (the “Agreement”) is made as of December 19, 2022, by and among Neuraxis, Inc., a Delaware corporation (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • January 10th, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus • Delaware
This PLEDGE AND SECURITY AGREEMENT (the “Agreement”) is made and entered into on June 3, 2022, by Neuraxis, Inc., a corporation organized under the laws of the State of Indiana (the “Debtor”), in favor of LEONITE FUND I, LP, a limited partnership organized under the laws of the State of Delaware, and its permitted endorsees, transferees and assigns, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the Purchasers (as defined below), party to the Securities Purchase Agreement, dated as of June 3, 2022 (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 10th, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus • Indiana
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), is made as of the 6th day of September, 2019, by and between INNOVATIVE HEALTH SOLUTIONS, INC., an Indiana corporation (the “Company”), and the investor listed on Schedule A (“Investor”).
FORM OF WARRANTNeuraxis, INC • January 10th, 2023 • Electromedical & electrotherapeutic apparatus • Indiana
THIS WARRANT HAS BEEN ACQUIRED BY THE HOLDER SOLELY FOR ITS OWN ACCOUNT FOR THE PURPOSE OF INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND APPLICABLE STATE SECURITIES LAWS. THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM.
ContractNeuraxis, INC • January 10th, 2023 • Electromedical & electrotherapeutic apparatus • Indiana
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTION 3 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • January 10th, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus • Delaware
This LICENSE AND COLLABORATION AGREEMENT is entered into as of April 9, 2020 (“Effective Date”), by and between Innovative Health Solutions, Inc., a corporation organized under the laws of the State of Indiana with principal offices at 829 S. Adams Street, Versailles, IN 47042 (“Licensor”) and Masimo Corporation, a corporation organized under the laws of Delaware with principal offices at 52 Discovery, Irvine, CA 92618 (“Licensee”) (this “Agreement”). Licensor and Licensee are each sometimes referred to individually herein as a “Party” and collectively as the “Parties”.
Ladies and Gentlemen, This letter agreement (this “Agreement”) is entered into by and between Innovative Health Solutions, Inc., an Indiana corporation (the “Company”) and Masimo Corporation (“Masimo”) in connection with Masimo’s purchase of shares of...Letter Agreement • January 10th, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus • Delaware
As a material inducement to Masimo to invest in the Company, the Company hereby agrees that, in addition to any and all other rights provided to Masimo pursuant to the Purchase Agreement, the Warrant and that certain Amended and Restated Shareholders’ Agreement of the Company, dated as of October 12, 2017, by and among the Company and the shareholders of the Company named therein, as amended by that certain First Amendment to Shareholders’ Agreement, effective as of January 30, 2019 (as may be amended or restated from time to time, the “Shareholders’ Agreement”), Masimo will be entitled to the following contractual rights:
Second AMENDMENT TO SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • January 10th, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus
THIS SECOND AMENDMENT TO SHAREHOLDERS’ AGREEMENT (this “Amendment”) is executed effective the 8th day of January, 2023 (the “Effective Date”) by and among NeurAxis, Inc., a Delaware corporation (f/k/a Innovative Health Solutions, Inc.) (the “Corporation”), all members of the Board of Directors of the Corporation (collectively, the “Board”, and each member of the Board a “Director”), and the undersigned shareholders of the Corporation (the “Shareholders”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • January 10th, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus • Indiana
This License Agreement (“Agreement”) is entered into by and between Innovative Health Solutions, Inc., a Domestic For-Profit Corporation existing under the laws of the State of Indiana, having a place of business at 829 South Adams Street, Versailles, IN, 47042 (“Licensee”) and TKBMN, LLC, a Limited Liability Company existing under the laws of the State of Indiana, having a place of business at 13213 West County Line Road, Moores Hill, IN 47032 (“Licensor”), (collectively the “Parties”).
SIDE LETTERSide Letter • January 10th, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus
This letter agreement (“Side Letter”) is entered into by and between NeurAxis, Inc., formerly Innovative Health Solutions, Inc. (the “Company”), and Masimo Corporation (“Masimo”) as of the date written above. Reference is made to that certain letter agreement by and between the Company and Masimo dated April 9, 2020 (the “Investment Letter Agreement”). Capitalized terms not defined herein shall have, unless otherwise indicated, the meanings ascribed to such terms in the Investment Letter Agreement.
