CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The following is a description of transactions since January 1, 2022 to which we have been a party, in which the amount involved exceeds
$120,000, and in which any of our directors, executive officers or beneficial owners of more than 5% of our capital stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest.
Indemnification Agreements and Directors and Officers Liability Insurance
We have entered into indemnification agreements with each of our directors and executive officers. These agreements will require us to, among
other things, indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys fees, judgments, penalties, fines and settlement amounts incurred by the
director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the persons services as a director or executive officer. We have obtained an insurance policy that insures our
directors and officers against certain liabilities, including liabilities arising under applicable securities laws.
Amended and Restated
Investors Rights Agreement
We entered into an amended and restated investors rights agreement with the purchasers of
shares of our convertible preferred stock, including certain of executive officers, directors and entities with which certain of our directors are affiliated, which were outstanding prior to our initial public offering in October 2021 and which
converted into shares of common stock in connection therewith. As of December 31, 2022, Bird-B, AG, MVM V LP, MVM GO (No.5) LP, Albert DaCosta and Piper Sandler Merchant Banking Fund II, L.P. were
entitled to rights with respect to the registration of their shares under the Securities Act. The amended and restated investors rights agreement also contains covenants requiring us to comply with the reporting requirements under the Exchange
Act. The amended and restated investors rights agreement also provided for certain voting arrangements and other affirmative covenants that were terminated upon the consummation of the initial public offering in October 2021.
Other Transactions
Biedermann License Agreement
We have a license agreement dated July 1, 2017 for certain intellectual property with Biedermann, a company affiliated with
Mr. Grunwald, one of our directors, under which we pay a royalty of four percent (4%) of net revenue related to the licensed intellectual property for the 15 years following the date of first sale, including a minimum annual payment of
$250,000. The term of the agreement is 20 years, and automatically renews for five-year periods thereafter. Payments to Biedermann under this license agreement totaled $249,000 and $87,000 for the years ended December 31, 2022 and 2021,
respectively. Amounts payable to Biedermann as of December 31, 2022 and December 31, 2021 were $164,000 and $163,000, respectively. We believe the Biedermann License Agreement is immaterial to our business.
Jarboe Legal Services
We retained
legal services of Jarboe Law Firm, PLC (Jarboe), owned by Carl F. Jarboe, the father of our Chief Commercial Officer. Payments to Jarboe totaled $405,000 and $542,000 for 2022 and 2021, respectively. Amounts payable to Jarboe as of December 31,
2022 and 2021 were $0 and $66,000, respectively.
Policies and Procedures for Related Party Transactions
The Board has adopted a written related person transaction policy setting forth the policies and procedures for the review and approval or
ratification of related person transactions. This policy covers, with certain
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