WARRANT TO PURCHASE SHARES OF COMMON STOCKTenon Medical, Inc. • November 10th, 2021 • Surgical & medical instruments & apparatus • California
THIS CERTIFIES THAT, for value received, Exchange Listing, LLC, or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Tenon Medical, Inc., a Delaware corporation (the “Company”), shares of the Company’s Common Stock, $0.001 par value per share (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with that certain Capital Market Advisory Agreement, dated as of October 14, 2020, by and between the Company and the Holder.
NOTE SUBSCRIPTION AGREEMENTNote Subscription Agreement • November 10th, 2021 • Tenon Medical, Inc. • Surgical & medical instruments & apparatus • California
This Note Subscription Agreement, dated as of June 24, 2021 (this “Agreement”), is entered into by and between Tenon Medical, Inc., a Delaware corporation (the “Company”), and the person or entity listed on the signature page hereto (the “Investor”).
ContractConvertible Promissory Note • November 10th, 2021 • Tenon Medical, Inc. • Surgical & medical instruments & apparatus • California
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
TENON MEDICAL, INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2021 • Tenon Medical, Inc. • Surgical & medical instruments & apparatus • California
This Agreement is entered into as of June 1, 2021 (the “Effective Date”) by and between Tenon Medical, Inc. (the “Company”), and Richard Ginn (“Executive”).
EXCHANGE AGREEMENTAdoption Agreement • November 10th, 2021 • Tenon Medical, Inc. • Surgical & medical instruments & apparatus • California
This Exchange Agreement (this “Agreement”) dated as of October 28, 2021 is entered into by and between Tenon Medical, Inc., a Delaware corporation (the “Company”), Zühlke Ventures AG, a Swiss company (the “Purchaser”), and Tenon Technology AG, a Swiss company (“TTAG,” and together with the Company and the Purchaser, the “Parties”).
ContractTenon Medical, Inc. • November 10th, 2021 • Surgical & medical instruments & apparatus • California
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
TENON MEDICAL, INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • November 10th, 2021 • Tenon Medical, Inc. • Surgical & medical instruments & apparatus • Delaware
This Common Stock Purchase Agreement (the “Agreement”) is made and entered into as of May 19th, 2021, by and among Tenon Medical, Inc., a Delaware corporation (the “Company”), and SpineSource, Inc., a Missouri corporation having a place of business at 17826 Edison Avenue, Chesterfield, MO 63005 (the “Purchaser”). Each of the Purchaser and the Company is a “party” to this Agreement.
TENON MEDICAL, INC. CONSULTING AGREEMENTConsulting Agreement • November 10th, 2021 • Tenon Medical, Inc. • Surgical & medical instruments & apparatus • California
This Consulting Agreement (the “Agreement”) is entered into on May 7, 2021 (the “Effective Date”) by and between Tenon Medical, Inc. (the “Company”) and Richard Ferrari, an individual with an address at 19575 Three Oaks Way, Saratoga, CA 95070 (“Consultant”). Company and Consultant are sometimes individually referred to as the “Party” and collectively as the “Parties.”
AMENDED AND RESTATED EXCLUSIVE SALES REPRESENTATIVE AGREEMENTExclusive Sales Representative Agreement • November 10th, 2021 • Tenon Medical, Inc. • Surgical & medical instruments & apparatus • California
THIS AMENDED AND RESTATED EXCLUSIVE SALES REPRESENTATIVE AGREEMENT (the “Agreement”) dated May 20, 2021 (the “Effective Date”), is entered into by and between Tenon Medical, Inc., a Delaware corporation having a place of business at 2110 Omega Road, Suite F, San Ramon, CA 94583 (“Company”) and SpineSource, Inc., a Missouri corporation having a place of business at 17826 Edison Avenue, Chesterfield, MO 63005 (“Representative”), (each herein referred to by name or individually, as a “Party,” or collectively, as the “Parties”) for the purpose of defining the rights and duties of the Parties in connection with the representation by Representative of certain Company products.
