UNDERWRITING AGREEMENT between ANGION BIOMEDICA CORP. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters ANGION BIOMEDICA CORP.Underwriting Agreement • May 23rd, 2014 • Angion Biomedica Corp. • Pharmaceutical preparations • New York
The undersigned, Angion Biomedica Corp., a corporation formed under the laws of the State of Delaware (collectively with its affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being affiliates of Angion Biomedica Corp., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) 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:
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • May 23rd, 2014 • Angion Biomedica Corp. • Pharmaceutical preparations • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
Indemnification AgreementIndemnification Agreement • May 23rd, 2014 • Angion Biomedica Corp. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is made and entered into this ___ day of __________________, 20___, by and between Angion Biomedica Corp., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 23rd, 2014 • Angion Biomedica Corp. • Pharmaceutical preparations • New York
This Agreement is entered into on May 1, 2014, by and between ANDREW P. SAVADELIS (“Executive”) and ANGION BIOMEDICA CORP., a Delaware corporation (the “Company”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 23rd, 2014 • Angion Biomedica Corp. • Pharmaceutical preparations • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Angion Biomedica Corp., a Delaware corporation (the “Company”), and Itzhak D. Goldberg (“Executive”), dated May 23, 2014, and shall be effective as of the effective date of the registration statement for the IPO (as defined below) (the “Effective Date”).
Form of Lock-Up AgreementLock-Up Agreement • May 23rd, 2014 • Angion Biomedica Corp. • Pharmaceutical preparations
