UNDERWRITING AGREEMENT between NEURAXIS, INC. (the “Company”) and ALEXANDER CAPITAL, L.P. (the “Representative”) NEURAXIS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 1st, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus • New York
APPENDIX C FORM OF WARRANTNeuraxis, INC • June 1st, 2023 • Electromedical & electrotherapeutic apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received,___________________ or its assigns (the “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 Initial Exercise Date set forth hereinabove (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February ___, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Neuraxis, Inc., a Delaware corporation (the “Company”), up to the Initial Warrant Number of Shares (as hereinafter defined) of Common Stock (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 1st, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus • Arizona
This Securities Purchase Agreement (this “Agreement”) is dated as of February ___, 2023 between NEURAXIS, INC., a Delaware corporation (the “Company”), and each purchaser identified on the Annex A hereto (each, including its successors and assigns, an “Investor” or “Holder”) and collectively, the “Investors”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 1st, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February ___, 2023 (this “Agreement”), is by and among Neuraxis, Inc., a Delaware corporation (“Company”), and each of the investors listed on the signature pages hereto under the caption “Investors” (collectively, “Investors”). Except as otherwise specified herein or in the Purchase Agreement (defined below), all capitalized terms used in this Agreement are defined in Exhibit B attached hereto.
First AMENDMENT TO Executive Employment AGREEMENTExecutive Employment Agreement • June 1st, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus
THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is executed effective the 4th day of May, 2023 by and between NeurAxis, Inc (f/k/a Innovative Health Solutions, Inc.), a Delaware corporation (the “Company”) and Thomas J. Carrico, an individual (“Executive”). Each of the Company and Executive may be referred to herein as a “Party” or collectively as the “Parties”.
FORM OF SECURITY AGREEMENTForm of Security Agreement • June 1st, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus
This SECURITY AGREEMENT, dated as of February ___, 2023 (this “Agreement”), is among Neuraxis, Inc., a Delaware corporation (the “Company” or “Debtor”) and the holder(s) of the Company’s 10% original issue discount senior secured convertible notes in the aggregate original principal amount of up to $6,666,666.67 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (each holder a “Secured Party,” and collectively, the “Secured Parties”). Each of the Company, and the Secured Parties are a “party” to this Agreement, and one or more of them are the “parties” hereto as the context may require.
APPENDIX B FORM OF SENIOR SECURED CONVERTIBLE NOTE]Neuraxis, INC • June 1st, 2023 • Electromedical & electrotherapeutic apparatus • Arizona
THIS SENIOR SECURED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of Neuraxis, Inc., a Delaware corporation (the “Company”), designated as its Senior Secured Convertible Note reflecting a 10% original issue discount (this note, this “Note” and, collectively with the other notes of such series, the “Notes”). This Note carries such original issue discount as indicated hereinabove.
First AMENDMENT TO Executive Employment AGREEMENTExecutive Employment Agreement • June 1st, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus
THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is executed effective the 4th day of May, 2023 by and between NeurAxis, Inc (f/k/a Innovative Health Solutions, Inc.), a Delaware corporation (the “Company”) and Gary Peterson, an individual (“Executive”). Each of the Company and Executive may be referred to herein as a “Party” or collectively as the “Parties”.
First AMENDMENT TO Executive Employment AGREEMENTExecutive Employment Agreement • June 1st, 2023 • Neuraxis, INC • Electromedical & electrotherapeutic apparatus
THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is executed effective the 4th day of May, 2023 by and between NeurAxis, Inc (f/k/a Innovative Health Solutions, Inc.), a Delaware corporation (the “Company”) 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”.
