TERM LOAN AGREEMENT dated as of September 24, 2020 between NEUROPACE, INC. as Borrower, The SUBSIDIARY GUARANTORS from Time to Time Party Hereto, The Lenders from time to time party hereto and CRG SERVICING LLC, as Administrative Agent and Collateral...Term Loan Agreement • March 24th, 2021 • NeuroPace Inc • Surgical & medical instruments & apparatus • New York
This TERM LOAN AGREEMENT is entered into as of September 24, 2020 (this “Agreement”), among NEUROPACE, INC., a Delaware corporation (“Borrower”), the SUBSIDIARY GUARANTORS from time to time party hereto, the Lenders from time to time party hereto and CRG SERVICING LLC, a Delaware limited liability company (“CRG Servicing”), as administrative agent and collateral agent for the Lenders (in such capacities, together with its successors and assigns, the “Administrative Agent”).
March 24, 2021Employment Agreement • March 24th, 2021 • NeuroPace Inc • Surgical & medical instruments & apparatus • California
You are currently employed by NeuroPace, Inc. (the “Company”) under the terms of an offer letter between you and the Company dated November 04, 2020 (the “Offer Letter”). The Company is amending and restating the terms of the Offer Letter to reflect your new employment terms as set forth in this employment agreement (the “Agreement”). Once you accept this Agreement by signing and returning it to the Company, this Agreement shall supersede and replace your Offer Letter in its entirety, and this Agreement shall then govern the terms of your employment with the Company.
NEUROPACE, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 24th, 2021 • NeuroPace Inc • Surgical & medical instruments & apparatus • Delaware
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of August 19, 2020, by and among NeuroPace, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Common Stock (“Common Stock”) and the holders of the Company’s Preferred Stock listed on Exhibit A hereto (the “Non-Founder Investors”), and Robert Fischell, David Fischell, 1455903 Ontario Limited, Tim Fischell, Scott Fischell, Rebecca L. Kuhn, Frank M. Fischer and Martha Morrell (the “Founders,” and together with the Non-Founder Investors, the “Investors”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement (defined below).
OFFICE LEASE MOUNTAIN VIEW RESEARCH PARK BP MV RESEARCH PARK LLC, a Delaware limited liability company as Landlord, and NEUROPACE, INC., a Delaware corporation, as Tenant.Office Lease • March 24th, 2021 • NeuroPace Inc • Surgical & medical instruments & apparatus • California
Page ARTICLE 1 PREMISES, BUILDING, PROJECT, AND COMMON AREAS 4 ARTICLE 2 LEASE TERM 7 ARTICLE 3 BASE RENT 10 ARTICLE 4 ADDITIONAL RENT 11 ARTICLE 5 USE OF PREMISES 19 ARTICLE 6 SERVICES AND UTILITIES 20 ARTICLE 7 REPAIRS 21 ARTICLE 8 ADDITIONS AND ALTERATIONS 22 ARTICLE 9 COVENANT AGAINST LIENS 25 ARTICLE 10 TENANT’S INDEMNITY AND INSURANCE 25 ARTICLE 11 DAMAGE AND DESTRUCTION 30 ARTICLE 12 NONWAIVER 32 ARTICLE 13 CONDEMNATION 33 ARTICLE 14 ASSIGNMENT AND SUBLETTING 33 ARTICLE 15 SURRENDER OF PREMISES; OWNERSHIP AND REMOVAL OF TRADE FIXTURES 38 ARTICLE 16 HOLDING OVER 38 ARTICLE 17 ESTOPPEL CERTIFICATES 39 ARTICLE 18 MORTGAGE OR GROUND LEASE 39 ARTICLE 19 DEFAULTS; REMEDIES 41 ARTICLE 20 COVENANT OF QUIET ENJOYMENT 43 ARTICLE 21 SECURITY DEPOSIT 44 ARTICLE 22 PARKING 49 ARTICLE 23 SIGNS 50 ARTICLE 24 COMPLIANCE WITH LAW 51 ARTICLE 25 LATE CHARGES 52 ARTICLE 26 LANDLORD’S RIGHT TO CURE DEFAULT; PAYMENTS BY TENANT 52 ARTICLE 27 ENTRY BY LANDLORD 53 ARTICLE 28 NOTICES 53 ARTICLE 29 MISCEL
FIRST AMENDMENT TO OFFICE LEASEOffice Lease • March 24th, 2021 • NeuroPace Inc • Surgical & medical instruments & apparatus
This FIRST AMENDMENT TO OFFICE LEASE (this “Amendment”) is made and entered into as of May 24, 2018 by and between BXP RESEARCH PARK LP, a Delaware limited partnership (f/k/a BP MV Research Park LLC) (“Landlord”), and NEUROPACE, INC., a Delaware corporation (“Tenant”).
LEASE MODIFICATION AGREEMENTLease Modification Agreement • March 24th, 2021 • NeuroPace Inc • Surgical & medical instruments & apparatus
This Lease Modification Agreement (this “Agreement”) is entered into as of this 30th day of April, 2020 (the “Effective Date”), by and between BXP RESEARCH PARK LP, a Delaware limited partnership (f/k/a BP MV Research Park LLC), as landlord (“Landlord”) and NEUROPACE, INC., a Delaware corporation, as tenant (“Tenant”) in connection with that certain lease dated August 24, 2011 (as amended, the “Lease”), with respect to certain premises (“Premises”) located at 455 N. Bernardo Avenue, Mountain View, California (“Building”).
SUPPLY AGREEMENTSupply Agreement • March 24th, 2021 • NeuroPace Inc • Surgical & medical instruments & apparatus • New York
This Supply Agreement (this “Agreement”), dated as of January 01, 2021 (the “Effective Date”), is by and between Greatbatch Ltd., an Integer company, with an office at [***] (“Greatbatch”), and NeuroPace, Inc., with an office at 455 N. Bernardo Avenue, Mountain View, California 94043 (“NeuroPace”).
SUPPLY AGREEMENTSupply Agreement • March 24th, 2021 • NeuroPace Inc • Surgical & medical instruments & apparatus • Delaware
This Supply Agreement (“Supply Agreement”), is entered into as of the 16th day of November, 2015. (the “Effective Date”), by and between NeuroPace, Inc., a Delaware corporation located at 455 N. Bernardo Avenue, Mountain View, California, 94043 USA (“COMPANY”) and Micro Systems Technologies Management AG, a Swiss corporation, located at [***] (“MST”). COMPANY and MST may be individually referred to herein as “Party” and collectively as “Parties”.
AMENDMENT ONE TO THE SUPPLY AGREEMENTSupply Agreement • March 24th, 2021 • NeuroPace Inc • Surgical & medical instruments & apparatus
This Amendment One to the Supply Agreement (“Amendment One”) dated November 16, 2015 (the “Supply Agreement”), is entered into as of the 21st day of December 2020, by and between NeuroPace, Inc., a Delaware corporation located at 455 N. Bernardo Avenue, Mountain View, California, 94043 USA (“COMPANY”) and Micro Systems Engineering, Inc., a Delaware corporation with offices located at [***] (“MST”). COMPANY and MST may be individually referred to herein as “Party” and collectively as “Parties”.
