UNDERWRITING AGREEMENT between CORTIGENT, INC. and THINKEQUITY LLC as Representative of the Several Underwriters CORTIGENT, INC.Underwriting Agreement • May 19th, 2023 • Cortigent, Inc. • Electromedical & electrotherapeutic apparatus • New York
The undersigned, Cortigent, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Cortigent, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (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:
NON-QUALIFIED STOCK OPTION AGREEMENT UNDER the Cortigent, inc. 2023 omnibus incentive planNon-Qualified Stock Option Agreement • May 19th, 2023 • Cortigent, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
Pursuant to the Cortigent, Inc. 2023 Omnibus Incentive Plan, as amended through the date hereof (the “Plan”), (“Cortigent, Inc.” or (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock of the Company (the “Stock”) specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER CORTIGENT, INC. 2023 Omnibus Incentive PlanRestricted Stock Unit Award Agreement • May 19th, 2023 • Cortigent, Inc. • Electromedical & electrotherapeutic apparatus
Pursuant to the Cortigent, Inc. 2022 Omnibus Incentive Plan, as amended through the date hereof (the “Plan”), Cortigent, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock of the Company (the “Stock”).
INCENTIVE STOCK OPTION AGREEMENT UNDER the CORTIGENT, INC. 2023 omnibus incentive planIncentive Stock Option Agreement • May 19th, 2023 • Cortigent, Inc. • Electromedical & electrotherapeutic apparatus • California
Pursuant to the Cortigent, Inc. 2023 Omnibus Incentive Plan, as amended through the date hereof (the “Plan”), Cortigent, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock of the Company (the “Stock”) specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended, and any ambiguities herein shall be interpreted consistent with such intention.
