Not applicable.
Item 6. Indemnification of Directors and Officers.
The following summary is qualified in its entirety
by reference to the complete text of any statutes referred to below and the Third Amended and Restated Certificate of Incorporation of
Movano Inc., a Delaware corporation.
Section 145 of the General Corporation Law of the
State of Delaware (the “DGCL”) permits a Delaware corporation to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.
In the case of an action by or in the right of
the corporation to procure a judgment in its favor, Section 145 of the DGCL permits a Delaware corporation to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by reason of the fact that
the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses
(including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such
action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests
of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such
action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such expenses that the Court of Chancery or such other court
shall deem proper.
Section 145 of the DGCL also permits a Delaware
corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity,
or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against
such liability under Section 145 of the DGCL.
Article NINTH of our Third Amended and Restated
Certificate of Incorporation states that our directors shall not be personally liable to us or to our stockholders for monetary damages
for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability. Under Section 102(b)(7)
of the DGCL, the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary
duty can be limited or eliminated except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section
174 of the DGCL (relating to unlawful payment of dividend or unlawful stock purchase or redemption); or (iv) for any transaction from
which the director derived an improper personal benefit.
Article EIGHTH of our Third Amended and Restated
Certificate of Incorporation and Section 6.1 of our Amended and Restated Bylaws provide that we shall indemnify (and advance expenses
to) our officers and directors to the full extent permitted by the DGCL.
Effective upon the closing of this offering, we
will have directors’ and officers’ liability insurance insuring our directors and officers against liability for acts or omissions
in their capacities as directors or officers, subject to certain exclusions. Such insurance also insures us against losses which we may
incur in indemnifying our officers and directors.
As permitted by the DGCL, we have entered into
indemnification agreements with each of our directors and executive officers that require us to indemnify such persons against various
actions including, but not limited to, third-party actions where such director or executive officer, by reason of his or her corporate
status, is, or is threatened to be made, a party to or participant in any threatened, pending or completed action, or by reason of anything
done or not done by such director in any such capacity. We are obligated to indemnify directors and executive officers against all costs,
fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by such directors or executive officers in connection
with such action, if such directors or executive officers acted in good faith and in a manner they reasonably believed to be in or not
opposed to our best interests, and with respect to any criminal proceeding, had no reasonable cause to believe their conduct was unlawful.
We also must advance to our directors and executive officers expenses (including attorney’s fees) incurred by or on behalf of such
directors and executive officers no later than 30 days after our receipt of a statement or statements from directors or executive officers
requesting such payments from time to time. Pursuant to the indemnification agreements, the directors or executive officers undertake
to repay and advance to the extent it is ultimately determined that they are not entitled to be indemnified by us.
Prior to the closing of this offering, we plan
to enter into an underwriting agreement, which will provide that the underwriter is obligated, under some circumstances, to indemnify
our directors, officers and controlling persons against specified liabilities.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by section 10(a)(3)
of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration
statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference into this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise,
the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.