EX-10.2 3 npce-exhibit102q1202310xq.htm EX-10.2
AMENDMENT 1 TO SUPPLY AGREEMENT
NeuroPace, Inc. a Delaware corporation located at 455 N. Bernardo Avenue, Mountain View, CA 940443 (“COMPANY”) and Micro Systems Technologies, Inc., located at 6024 SW Jean Road, Lake Oswego, OR, USA (“MST”) are parties to a Supply Agreement (“Supply Agreement”) dated November 16, 2022. COMPANY and MST may be individually referred to herein as “Party” and collectively as “Parties.”
Whereas, the Parties now wish to amend the Supply Agreement as set forth herein.
Now, therefore, MST and COMPANY, recognizing the receipt and sufficiency of the consideration herein, hereby agree as follows:
1. Exhibit A2 of the Supply Agreement shall be replaced and completely superseded by Exhibit A2 attached hereto.
2. The Effective Date of this Amendment shall be November 16, 2022.
3. All other terms of the Supply Agreement remain unchanged except and unless otherwise set forth herein.
The Parties have entered into this Supply Agreement effective as of the Effective Date.
Micro Systems Engineering, Inc. NeuroPace, Inc.
By: /s/ Juergen Lindner By: /s/ Rebecca Kuhn
Juergen Lindner Rebecca Kuhn
General Manager Chief Financial Officer & Vice President Finance & Administration
1

EXHIBIT A2
This Exh ib i t A2 s h all a ppl y to the purchase of Product designated in this Exhibit by NeuroPace, Inc., a Delaware corporation located at 455 N. Bernardo Avenue, Mountain V i ew, Ca liforni a, 94043 USA (''Ne uroP ace," referred to as "COM P ANY" in t h e S uppl y Ag r eement and "C u stomer" in the Supp lier Quality Agreement) fr o m the following MST Com pan y: Micro Systems Engineering, Inc. (MSEI), 6024 SW Jea n R oad, L ake Oswego, OR, USA (o ne of the e n tities referred to as an "MST Affiliate" in the S uppl y Agreement, a n d as "S upplier" in the S uppli er Quality Ag re ement).
1. Product(s):
Part Num b e r Revision Description
Redacted Redacted
Redacted Redacted Redacted
The Parties agree that this Exhibit A2 sha ll in clu d e all s ub seq uent r evisio n s/vers i o n s of the foregoing Produ ct. Product r ev i s i on c han ges by NeuroPace must be accepted b y MSEI. Acceptance b y MSEI wi ll b e d oc ument ed in the dev i ce manufacturing r ecord and communicated through t he MSEI ECN process.
The Redacted wi ll be manufactured w i t hin the MSEI facilities at 6024 SW J ea n Road, Lake Oswego, OR, USA. Redacted to includ e pin & w ir e attac h, SM T assembly, functional test, and rework for
workma n s hip. MSEI wi ll de li ver a ll produ c t passing f
l y in g probe test and vis u a l in s p ectio n per IP C-6 10E.
The Redacted w ill be manufactured wit hin the Micro Systems En g ine ering GmbH facility using the N e ur o Pa ce Redacted and Redacted speci fi ed by N e ur oPace and purchased by MSEI. Redacted will be so ld to MSEI by MSE GmbH.
2. Sta ndar d Pri c in g (Currency: USD):
Part Number: Redacted

Annual | Cost per Unit
Redacted | Redacted

Part Number: Redacted

Annual Quantity | Cost per Unit
Redacted |  |  | Redacted |
Redacted | Redacted
Redacted |  | Redacted |

Pricing is based upon NeuroPace providing MSEI the following parts at no cost:
Part Number Redacted Redacted , or subsequent revision (Redacted )
3. Lead Times:
2

Redacted : 6 weeks from receipt of purchase order.
4. Forecast:
a. A twelve (12) month rolling forecast will be provided quarterly.
b. Binding Forecast is six (6) months.
5. Inventory Management:
For other than Redacted , NeuroPace is liable for up to 6 months component inventory based on demand for the immediate next 6 months forecast. The target stocking level for each component is 12 weeks of safety stock with up to 14 weeks additional committed orders based upon 6 months binding forecast. Multiple components have 14-16 week lead times with additional incoming screening or lot based qualification lead time of 3+ weeks. For these exceptional components, NeuroPace will be liable for the order placed to support forecast within lead times at or exceeding the target stocking level. If NeuroPace cancels a purchase order, MSEI will undertake reasonable measures to attempt to cancel component open orders with suppliers and return stock on hand. If otherwise unusable components remain in MSEI inventory, NeuroPace will be liable for all return restocking, shipping, discounts and all other return expenses, non- returnable items and any disposition costs of non-returnable or non-usable components.
For Redacted , NeuroPace is liable for up to 9 months component inventory based on demand for the immediate next 9 months forecast.
6. Yield Responsibility:
All Redacted tested through the functional test process, pass or fail, are sold to NeuroPace by MSEI at full value, assuming pass all other tests and inspections. The failed will ship to NeuroPace as mechanical Redacted.
NeuroPace will pay full component value for NeuroPace-specified components or consigned components as follows: (1) if the quality of the components adversely affects performance or acceptability; (2) if there is any incoming quality yield loss; and (3) if there is any manufacturing quality yield loss. NeuroPace-specified components or consigned-components will be used as-received, subject to an mutually agreed to acceptance process upon receipt.
3