Exhibit 10.36


 


	 	
        1414 Harbour Way South

        Richmond, CA 94804

        Office: 510-984-1761

        Fax: 510-927-2647



 


February 25, 2016


 


Nathan Harding


5459 Boyd Avenue


Oakland, CA 94618


 


		Re:	Terms of Separation



 


Dear Nate:


 


This letter confirms the agreement (“Agreement”)
between you, Ekso Bionics Holdings, Inc. (“EBHI”), and Ekso Bionics, Inc. (“Ekso Bionics” and together
with EBHI, the “Company”) concerning the terms of your separation and offers you the separation compensation discussed
in exchange for a general release of claims and covenant not to sue.


 


1.          Separation
Date: February 23, 2016 was your last day of employment with the Company (the “Separation Date”). Accordingly,
effective on the Separation Date, you hereby resign as an employee, officer and director of EBHI and Ekso Bionics and from any
other position you may hold with the Company or any of its subsidiaries. Your separation shall be characterized as a voluntary
resignation.


 


2.          Acknowledgment
of Payment of Wages: By your signature below, you acknowledge that on February 24, 2016 the Company provided to you a final
paycheck in the gross amount of $48,123.46, less applicable withholdings and deductions, for all wages, salary, bonuses, commissions,
reimbursable expenses, accrued vacation and any similar payments due you from the Company as of the Separation Date. By signing
below, you acknowledge that the Company does not owe you any other compensation in any form; provided, however, in the event that
a bonus for the year ended December 31, 2015 is determined by the Compensation Committee to be payable to Messrs. Looby or Scheder-Bieschin
pursuant to the terms of the 2015 short term incentive plan for the Company’s executive officers, then you will be entitled
to be paid an equivalent bonus for 2015, which payment will be made to you promptly following the date of such Compensation Committee
determination.


 


3.          Separation
Compensation: In exchange for your agreement to the general release and waiver of claims and covenant not to sue set forth
in paragraphs 7 and 8 below and your other promises herein, the Company agrees to provide you with the following separation compensation
(“Separation Compensation”):


 




     


     


    

 


Harding, Nathan


Page 2


 


a.           Severance:
The Company agrees to pay you, following the Effective Date (as defined in paragraph 17 below) of this Agreement, salary continuation
at your base salary currently in effect for a period of twelve (12) months commencing on the Separation Date (the “Severance
Period”), in the total amount of $275,000.00, subject to the Company’s regular payroll practices and required withholdings,
and


 


b.           Stock
options: Each of your previously granted stock options, which are set forth on Exhibit A hereto (collectively, “Equity
Awards”), that would first have become vested or exercisable during the Severance Period if you continued to be employed
by the Company shall become vested and exercisable on the Separation Date, and all exercisable Equity Awards (including those with
accelerated exercisability) shall remain exercisable until February 23, 2022 or, if earlier, until the latest date upon which the
Equity Awards could have been exercised in any circumstance under the original award (the “Latest Expiration Date”),
and


 


c.           Benefits:
Your COBRA continuation coverage period, up to a maximum of eighteen months, will commence on the Separation Date. If you accept
this Agreement, and elect to continue your participation in the Company’s group health and vision insurance plans by signing
and returning the form provided to you, and in additional consideration for your acceptance of this Agreement, the Company will
continue to make the employer contribution to the cost of your continued participation in the Company’s group health and
dental insurance plans for the first twelve months of your COBRA continuation coverage period. Thereafter, you will cease to be
eligible to participate in the Company’s group health and vision insurance plans, and your participation in such plans will
terminate, except to the extent that you elect to continue your coverage at a rate of 102% of the applicable full premium for the
remainder of your COBRA continuation coverage period.


 


By signing below, you acknowledge that you
are receiving the Separation Compensation set forth in this paragraph in consideration for waiving your rights to claims referred
to in this Agreement and that you would not otherwise be entitled to the Separation Compensation.


 


4.          Return
of Company Property: You hereby warrant to the Company that you have returned to the Company all property or data of the Company
of any type whatsoever that has been in your possession or control.


 


5.          Confidential
Information: You hereby acknowledge and agree that you are bound by the attached Confidential Information and Invention Assignment
Agreement (Exhibit B hereto), and that the restrictions concerning interference with business, use of confidential and proprietary
information, assignment of inventions and patents, and confidentiality set forth in Sections 5, 6 and 7 of the Employment Agreement
dated January 15, 2014 between you and EBHI (the “Employment Agreement”), shall survive after the Separation Date and
that both agreements remain in full force and effect in accordance with their terms. You further acknowledge and agree that as
a result of your employment with the Company you have had access to the Company’s Confidential Information (as defined in
the Employment Agreement), that you will hold all Confidential Information in strictest confidence, and that you will not make
use of such Confidential Information on behalf of any entity or person. You further confirm that you have delivered to the Company
all documents and data of any nature containing or pertaining to such Confidential Information and that you have not taken with
you any such documents or data or any reproduction thereof.


 




     


     


    

 


Harding, Nathan


Page 3


 


6.           Cooperation:


 





		a.	During the Severance Period, you agree to cooperate with the Company,
as reasonably requested by the Company by responding to questions, executing documents, and cooperating with the Company and its
accountants and legal counsel with respect to business issues, and/or claims and litigation of which you have personal or corporate
knowledge. You agree that you shall make yourself available at reasonable times and upon reasonable notice to answer questions
or provide other information within your possession as requested by the Company relating to the Company, its subsidiaries and/or
their respective operations in order to facilitate the smooth transition of your duties to your successor.



 


		b.	At the request of the Company, you agree to cooperate with the Company in the defense or prosecution of any claims or actions
now in existence or which may be brought or threatened in the future against or on behalf of the Company, including without limitation
any claims or actions against its officers, directors and employees. Your cooperation in connection with such actions or claims
shall include, without limitation, your being available to meet with the Company or its designees in connection with any regulatory
matters, to prepare for any proceeding (including, without limitation, depositions, consultation, discovery or trial), to provide
affidavits, to assist with any audit, inspection, proceeding or other inquiry, and/or to act as a witness in connection with any
litigation or other legal or regulatory proceeding affecting the Company, any of its subsidiaries or any of their officers, directors
or employees.



 


		c.	You shall be entitled to reimbursement, upon receipt by the Company of suitable documentation, for the reasonable out-of-pocket
expenses incurred by you at the Company’s request in complying with your obligations under this Section 6 (including travel
costs). To the extent that the aggregate time spent by you in complying with your obligations under this Section 6 exceeds 40 hours
in the aggregate, then you shall be entitled to an honorarium of $1,000 per day (or $200 per hour for a fraction of a day) spent
by you providing the cooperation requested by the Company pursuant to this Section 6.  Notwithstanding the foregoing, the
provisions of this Section 6 with respect to reimbursement of expenses shall in no way affect your rights to be indemnified
and/or advanced expenses in accordance with the Company’s corporate documents and/or in accordance with this Agreement.



 


7.           General
Release and Waiver of Claims:


 


a.           The
payments and promises set forth in this Agreement are in full satisfaction of all accrued salary, vacation pay, bonus and commission
pay, profit-sharing, stock options, termination benefits or other compensation to which you may be entitled by virtue of your employment
with the Company or your separation from the Company. To the fullest extent permitted by law, you hereby release and waive any
other claims you may have against the Company and its owners, agents, officers, shareholders, employees, directors, attorneys,
subscribers, subsidiaries, affiliates, successors and assigns (collectively, the “Releasees”), whether known or not
known, including, without limitation, claims under any employment laws, including, but not limited to, claims of unlawful discharge,
breach of contract, breach of the covenant of good faith and fair dealing, fraud, violation of public policy, defamation, physical
injury, emotional distress, claims for additional compensation or benefits arising out of your employment or your separation of
employment, claims under Title VII of the 1964 Civil Rights Act, as amended, the California Fair Employment and Housing Act and
any other laws and/or regulations relating to employment or employment discrimination, including, without limitation, claims based
on age or under the Age Discrimination in Employment Act or Older Workers Benefit Protection Act, and/or claims based on disability
or under the Americans with Disabilities Act.


 




     


     


    

 


Harding, Nathan


Page 4


 


b.           By
signing below, you expressly waive any benefits of Section 1542 of the Civil Code of the State of California, which provides as
follows:


 


“A GENERAL RELEASE DOES NOT
EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”


 


c.           
You and the Company do not intend to release claims that you may not release as a matter of law, including but not limited to claims
for indemnity under California Labor Code section 2802.


 


8.          Covenant
Not to Sue:


 


a.           To
the fullest extent permitted by law, at no time subsequent to the Effective Date of this Agreement will you pursue, or cause or
knowingly permit the prosecution of, in any state, federal or foreign court, or before any local, state, federal or foreign administrative
agency, or any other tribunal, any charge, claim or action of any kind, nature and character whatsoever, known or unknown, which
you may now have, have ever had, or may in the future have against any of the Releasees, which is based in whole or in part on
any matter covered by this Agreement.


 


b.           Nothing
in this section shall prohibit you from filing a charge or complaint with a government agency such as but not limited to the Equal
Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor, the California Department of Fair
Employment and Housing, or other applicable state agency. However, you understand and agree that, by entering into this Agreement,
you are releasing any and all individual claims for relief.


 


c.           Nothing
in this section shall prohibit or impair you or the Company from complying with all applicable laws, nor shall this Agreement be
construed to obligate either party to commit (or aid or abet in the commission of) any unlawful act.


 


9.          Nondisparagement:
You agree that you will not disparage any of the Company, its subsidiaries or any of their products, services, officers or directors
with any written or oral statement. The Company agrees that it will direct its officers, directors and agents not to make or publish
any disparaging statements concerning you or your job performance while employed by the Company. Notwithstanding the preceding
sentences, you and the Company’s officers, directors and agents shall testify truthfully if required to testify in any state
or federal court or administrative or regulatory agency proceeding or investigation.


 


10.         Attorneys’
Fees: The Company will pay up to $2,000 of legal fees and disbursements reasonably incurred by you in connection with the negotiation
of this Agreement, and the Company will pay such legal fees and disbursements directly to your counsel within thirty (30) days
after the Company’s receipt of an invoice that you have approved from such counsel. If any action is brought to enforce the
terms of this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs and expenses
from the other party, in addition to any other relief to which the prevailing party may be entitled.


 


11.         Confidentiality:
The contents, terms and conditions of this Agreement must be kept confidential by you and may not be disclosed except to your immediate
family, accountant or attorneys or pursuant to subpoena or court order. You agree that if you are asked for information concerning
this Agreement, you will state only that you and the Company reached an amicable resolution of any disputes concerning your separation
from the Company. Any breach of this confidentiality provision shall be deemed a material breach of this Agreement.


 




     


     


    

 


Harding, Nathan


Page 5


 


12.         No
Admission of Liability: This Agreement is not and shall not be construed or contended by you to be an admission or evidence
of any wrongdoing or liability on the part of the Releasees, their representatives, heirs, executors, attorneys, agents, partners,
officers, shareholders, directors, employees, subsidiaries, affiliates, divisions, successors or assigns. This Agreement shall
be afforded the maximum protection allowable under California Evidence Code Section 1152 and/or any other state or federal provisions
of similar effect.


 


13.         Indemnification:
The Company acknowledges that the Executive Officer Indemnification Agreement dated May 9, 2014 between the Company and
you is in full force and effect.


 


14.         Complete
and Voluntary Agreement: This Agreement, together with the exhibits hereto and Sections 5 through (and inclusive) 21 of the
Employment Agreement, which are incorporated by reference herein, constitute the entire agreement between you and the Releasees
with respect to the subject matter hereof and supersedes all prior negotiations and agreements, whether written or oral, relating
to such subject matter. You acknowledge that neither the Releasees nor their agents or attorneys have made any promise, representation
or warranty whatsoever, either express or implied, written or oral, which is not contained in this Agreement for the purpose of
inducing you to execute the Agreement, and you acknowledge that you have executed this Agreement in reliance only upon such promises,
representations and warranties as are contained herein, and that you are executing this Agreement voluntarily, and free of any
duress or coercion.


 


15.         Severability:
The provisions of this Agreement are severable, and if any part of it is found to be invalid or unenforceable, the other parts
shall remain fully valid and enforceable. Specifically, should a court, arbitrator, or government agency conclude that a particular
claim may not be released as a matter of law, it is the intention of the parties that the general release, the waiver of unknown
claims and the covenant not to sue above shall otherwise remain effective to release any and all other claims.


 


16.         Modification;
Counterparts; Facsimile/PDF Signatures: It is expressly agreed that this Agreement may not be altered, amended, modified, or
otherwise changed in any respect except by another written agreement that specifically refers to this Agreement, executed by authorized
representatives of each of the parties to this Agreement. This Agreement may be executed in any number of counterparts, each of
which shall constitute an original and all of which together shall constitute one and the same instrument. Execution of a facsimile
or PDF copy shall have the same force and effect as execution of an original.


 


17.         Review
of Separation Agreement: You understand that you may take up to twenty-one (21) days to consider this Agreement and, by signing
below, affirm that you were advised to consult with an attorney prior to signing this Agreement. You also understand you may revoke
this Agreement within seven (7) days of signing this document and that the compensation to be paid to you pursuant to Paragraph
3 will be paid only at the end of that seven (7) day revocation period.


 


18.         Effective
Date: This Agreement is effective on the eighth (8th) day after you sign it and without revocation by you (the “Effective
Date”).


 




     


     


    

 


Harding, Nathan


Page 6


 


19.         Governing
Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California.


 


If you agree to abide by the terms outlined
in this letter, please sign this letter below and also sign the attached copy and return it to me. I wish you the best in your
future endeavors.


 


	 	Sincerely,
	 	 	 
	 	Ekso Bionics Holdings, Inc.
	 	 	 
	 	By:	/s/ Max Scheder-Bieschin
	 	 	Max Scheder-Bieschin
	 	 	Chief Financial Officer
	 	 	 
	 	Ekso Bionics, Inc.
	 	 	 
	 	By: 	/s/ Max Scheder-Bieschin
	 	 	Max Scheder-Bieschin
	 	 	Chief Financial Officer


 


READ, UNDERSTOOD AND AGREED


 


	/s/ Nathan Harding	 	Date:  Feb. 25, 2016
	Nathan Harding	 	 


 




     


     


    

 


EXHIBIT A


 


Outstanding
equity awards


 


		1.	Options
to Purchase 266,6651 shares of Common Stock granted April 24, 2012



 


		2.	Options
to Purchase 20,5131 shares of Common Stock granted July 25, 2013



 


		3.	Stock
Option Agreement dated as of January 15, 2014 with respect to 900,000 shares of Common Stock



 


		4.	Stock
Option Agreement dated as of June 11, 2015 with respect to 500,000 shares of Common Stock



 





 



1
Reflects the number of shares subject to the options after taking into account the adjustment of
such number of shares as a result of the January 15, 2014 merger of a wholly-owned subsidiary of Ekso Bionics Holdings, Inc. with
and into Ekso Bionics, Inc. (the “Merger”) based on the conversion ratio used in the Merger of 1.5238.


 




     


     


    

 


EXHIBIT B


 


CONFIDENTIAL
INFORMAITON AND INVENTION ASSIGNMENT AGREEMENT


 


Effective January 15, 2015