separationpacket-jn81522






  1    July 22, 2022  Dear John:   Consistent with the notice you received on July 21, 2022, from Angion Biomedica Corp. (the  “Company”) regarding the involuntary termination of your employment with the Company, please see  further instructions below and your separation documentation attached, including your individual  Separation Agreement with exhibits.    Information and Instructions:    Separation Date:  Your Separation Date will be August 15, 2022  Final Paycheck: You will receive a final paycheck on your Separation Date.  Your last paycheck  will include pay (minus standard deductions and withholdings) through August  15,2022, as well as any accrued and unused vacation.    Separation   Agreement:  The attached Separation Agreement (“Agreement”) outlines the terms and  conditions of the Severance Benefits you may be eligible to receive under either  the Company’s Amended and Restated Executive Separation Benefits Plan or  Non-Executive Separation Benefits Plan (collectively, “Separation Plans”),  consistent with your position at the Company.  You have 45 days from the date  on the Agreement to consider the Agreement; however, you may not sign the  attached Agreement until on or after your Separation Date.    If you choose to comply with the Agreement, you will be eligible for the  Severance Benefits for your Severance Period set forth in the Agreement  including a lump sum payment of your salary for the Severance Period (minus  standard deductions and withholdings) and a lump sum payment to cover certain  COBRA costs during your Severance Period. You will only receive a COBRA  payment if you are currently enrolled in an Angion healthcare benefit program.     TriNet: It is important to ensure your TriNet contact information is up to date, including  your personal email address and phone number, as we may need to reach you  after your Separation Date.  After your Separation Date, you will have access to  the external TriNet website by logging on to the following web address  www.trinet.com.   You will also find your W-2 for 2022 and prior year W-2  information through this portal. If you have any questions regarding your  paycheck, please reach out to the HR or Payroll team.    Benefits: If you are enrolled in an Angion healthcare benefit program, your healthcare  benefits will remain in effect through August 31, 2022.  Shortly thereafter you  will be receiving a packet from our COBRA administrator, TriNet. This packet  will contain details regarding COBRA elections and pricing. If you would like to  continue benefits under COBRA, you will have 60 days from your Separation  Date, or from the date of your COBRA packet, whichever is later, to elect  DocuSign Envelope ID: A461B63A-A669-4AD1-BFD0-5FD063EB0E2A 





 






Instruction Letter  July 22, 2022  2    coverage through COBRA. If you are not currently enrolled in an Angion  healthcare benefit program, you will not receive a COBRA packet.   401K Plan: If you are contributing to the Angion’s 401(k) Program through Vanguard, your  contributions will cease as of your Separation Date, and you will not be able to  contribute further after that date. Contact your financial advisor for advice on  what you can do with the funds you may have accumulated. Please be sure to  update your personal information on the Vanguard website  (www.myvanguard.plan.com).  Flexible Spending: If you are contributing to a Flexible Spending Account (medical, dependent, or  transit & parking), contact TriNet directly for assistance at  connect360@TriNet.com.    Equity Awards: Unvested equity awards will cease vesting on your Separation Date.    You will be able to continue to access your CARTA account after your  Separation Date.  Prior to your last day, please log into CARTA and change your  primary email to your personal email address as your Angion email address will  no longer be viable after your Separation Date.  If you have any questions  regarding your CARTA account, please reach out to stockadmin@angion.com or  CARTA directly.    For the terms and conditions of your equity awards, please refer to the  documentation in CARTA.  For stock option awards under the Second Amended  and Restated 2015 Equity Incentive Plan, you will have 30 days from your  Separation Date to exercise any vested options, as appropriate.  For stock option  awards under the 2021 Incentive Award Plan, you will have 3 months from your  Separation Date to exercise any vested options, as appropriate.  Any Rule 10B5-1 Plans in CARTA should be cancelled on or before your  Separation Date.  Please contact StockAdmin@angion.com to complete the  cancellation of any approved plans.   Confidential   Information:  All Angion confidential information must be returned to Angion on or before  your Separation Date, including all electronic (e.g., data) and hard copy files and  documents.  Before your Separation Date, ensure all your local files are located  ONLY under your Documents folder or on the Desktop consistent with Angion’s  IT Security Policy.  You will receive additional instructions about the storage of  hard copy documents.     IT Hardware: All Angion-owned IT hardware must be returned to Angion on or prior to your  Separation Date, unless otherwise approved by Angion IT.  For example, you do  not need to return any Angion-issued monitor(s), keyboard/mouse, printers,  DocuSign Envelope ID: A461B63A-A669-4AD1-BFD0-5FD063EB0E2A 





 






Instruction Letter  July 22, 2022  3    and/or generic docks provided for your home offices.   Please do not remove any  equipment from Angion office locations.       Uniondale employees should leave your laptop computers or other hardware at  your desk location. Angion IT will be in contact with non-Uniondale employees  to let you know what to do with your laptops, laptop power brick(s), and any  Lenovo/Dell branded docking stations.    Expense   Reimbursement: Within ten (10) days after the Separation Date, please submit your final  documented expense reimbursement statement reflecting all business expenses  you incurred through the Separation Date, if any, for which you seek  reimbursement. The Company will reimburse you for these expenses pursuant to  its regular business practice.    Question and Answer Session Week on July 27, 2022  Angion will be hosting a Frequently Asked Questions (FAQ) Virtual Session on Wednesday, July 27,  2022, at 10:30 am Pacific Time/1:30 pm Eastern Time. It is highly encouraged for all impacted  employees to attend.    Please accept our appreciation for your contributions during your employment with Angion.   Sincerely,    Dan Iazzetti  SVP, Human Resources    DocuSign Envelope ID: A461B63A-A669-4AD1-BFD0-5FD063EB0E2A 





 






272201155 v1        July 22, 2022  John Neylan III  139 Linden Street  Wellesley, MA 02482    Re: Separation Agreement  Dear John:  This letter sets forth the substance of the separation agreement (the “Agreement”) that Angion  Biomedica Corp. (the “Company”) is offering to you to aid in your employment transition.  1. SEPARATION DATE.  Your last day of work with the Company and your  employment termination date will be August 15, 2022 (the “Separation Date”).  On or shortly  after the Separation Date, the Company will pay you all accrued salary, and all accrued and  unused vacation earned through the Separation Date, subject to standard payroll deductions and  withholdings.  You are entitled to these payments regardless of whether or not you sign this  Agreement.  2. SEVERANCE BENEFITS.  If you: (i) experience an “Involuntary Termination” as  defined in the Amended and Restated Executive Separation Benefits Plan (the “Severance  Plan”); (ii) do not resign from the Company without Good Reason (as defined in the Severance  Plan) prior to the Separation Date; (iii) timely return this fully-signed Agreement to the  Company and the Release attached hereto as Exhibit A (but no earlier than the Separation Date);  (iv) allow the releases set forth in the Release to become effective; and (v) remain in compliance  with all obligations contained in this Agreement, then, pursuant to and in full satisfaction of any  obligations for the Company to provide you with severance benefits for a “Involuntary  Termination” as set forth in the Severance Plan, the Company will provide you with the  following severance benefits:  (a) Severance Pay.  The Company will pay you the equivalent of nine (9)  months of your base salary in effect as of the Separation Date, subject to standard payroll  deductions and withholdings (“Severance Pay”).  The Severance Pay is to be paid to you in a  lump sum no earlier than one (1) week following the Effective Date (as defined in the Release).  (b) Health Insurance Payment.  Your participation in the Company’s group  health insurance plan will end on the last day of the month in which your employment  termination occurs. To the extent provided by the federal COBRA law or, if applicable, state  insurance laws, and by the Company’s current group health insurance policies, you may be  eligible to continue your group health insurance benefits at your own expense following the  Separation Date.  Later, you may be able to convert to an individual policy through the provider  of the Company’s health insurance, if you wish.  You will be provided with a separate notice  describing your rights and obligations under COBRA.  As an additional severance benefit, the  Company will pay you a lump sum cash payment in the total amount of $28,842.07, less  applicable deductions and withholdings, for your use in covering COBRA premiums to continue  DocuSign Envelope ID: A461B63A-A669-4AD1-BFD0-5FD063EB0E2A 





 






272201155 v1    John Neylan III  July 22, 2022    your health insurance coverage (including coverage for your spouse and eligible dependents, if  applicable) (the “COBRA Payment”) for a period of nine (9) months.  However, you are not  obligated to use such COBRA Payment toward the cost of COBRA premiums.  The COBRA  Payment will be paid to you on the first payroll date following the Effective Date (as defined in  the Release).  3. STOCK OPTIONS.  You were previously granted options to purchase shares of the  Company’s common stock, pursuant to the Company’s 2015 Amended and Second Restated  Equity Incentive Plan and/or 2021 Incentive Award Plan (the “Plans”).  Under the terms of the  Plan and your equity grant, vesting will cease as of the Separation Date and your rights to  exercise any vested options shall be as set forth in the applicable stock option grant notice, stock  option agreement, and/or the Plan.   Your options shall continue to be governed by the terms of  the applicable grant notices, stock option agreements and the Plan.   4. OTHER COMPENSATION OR BENEFITS.  You acknowledge that, except as  expressly provided in this Agreement, you have not earned and will not receive any additional  compensation, severance or benefits after the Separation Date, with the exception of any vested  right you may have under the express terms of a written ERISA-qualified benefit plan (e.g.,  401(k) account).  You further acknowledge and agree that the benefits set forth herein fulfill and  exceed all of the Company’s obligations to pay you severance benefits in connection with your  employment termination, pursuant to the Severance Plan, and any other plan, agreement, or  policy.  5. EXPENSE REIMBURSEMENTS.  You agree that, within ten (10) days after the  Separation Date, you will submit your final documented expense reimbursement statement  reflecting all business expenses you incurred through the Separation Date, if any, for which you  seek reimbursement.  The Company will reimburse you for these expenses pursuant to its regular  business practice.  6. RETURN OF COMPANY PROPERTY.  At a time and place specified by the  Company and by no later than the close of business on the Separation Date, you shall return to  the Company all Company documents (and all copies thereof) and other Company property in  your possession or control.  You agree that you will make a diligent search to locate any such  documents, property and information within the timeframe referenced above.  In addition, if you  have used any personally owned computer, server, or e-mail system to receive, store, review,  prepare or transmit any confidential or proprietary data, materials or information of the  Company, then within five (5) business days after the Separation Date, you must provide the  Company with a computer-useable copy of such information and then permanently delete and  expunge such confidential or proprietary information from those systems without retaining any  reproductions (in whole or in part); and you agree to provide the Company access to your  system, as requested, to verify that the necessary copying and deletion is done.  Your timely  compliance with the provisions of this paragraph is a precondition to your receipt of the  severance benefits provided hereunder.  7. PROPRIETARY INFORMATION OBLIGATIONS.  Both during and after your  employment you acknowledge your continuing obligations under your Confidential Information  and Invention Assignment Agreement, including your obligations not to use or disclose any  DocuSign Envelope ID: A461B63A-A669-4AD1-BFD0-5FD063EB0E2A 





 






272201155 v1    John Neylan III  July 22, 2022    confidential or proprietary information of the Company.  A copy of your Confidential  Information and Invention Assignment Agreement is attached hereto as Exhibit B.  8. CONFIDENTIALITY.  The provisions of this Agreement will be held in strictest  confidence by you and will not be publicized or disclosed in any manner whatsoever; provided,  however, that:  (a) you may disclose this Agreement to your immediate family; (b) you may  disclose this Agreement in confidence to your attorneys, accountants, auditors, tax preparers, and  financial advisors; (c) you may disclose this Agreement, and any other documents or information  (without notice to the Company) when communicating with the Equal Employment Opportunity  Commission, the Department of Labor, the National Labor Relations Board, the Occupational  Safety and Health Administration, the Securities and Exchange Commission or any other federal,  state or local governmental agency or commission (“Governmental Agencies”), or during the  course of an investigation or proceeding that may be conducted by any Government Agency; and  (d) you may disclose this Agreement insofar as such disclosure may be necessary to enforce its  terms or as otherwise required by law.  In particular, and without limitation, you agree not to  disclose the terms of this Agreement to any current or former Company employee.  Nothing in  this provision or this Agreement is intended to prohibit or restrain you in any manner from  making disclosures that are protected under the whistleblower provisions of federal or state law  or regulation.  In addition, you acknowledge and agree that you do not possess any claim or  allegation, either asserted or otherwise, involving harassment or discrimination, that may be  subject to or covered under N.Y. C.P.L.R. § 5003-b and N.Y. General Obligations Law § 5-336.    9. NONDISPARAGEMENT.  You agree not to disparage the Company and its officers,  directors, employees, shareholders and agents, in any manner likely to be harmful to them or  their business, business reputations or personal reputations; provided that: (a) you may respond  accurately and fully to any question, inquiry or request for information when required by legal  process (e.g., a valid subpoena or other similar compulsion of law) or as part of a government  investigation; and (b) nothing in this provision or this Agreement is intended to prohibit or  restrain you in any manner from making disclosures that are protected under the whistleblower  provisions of federal or state law or regulation or limit your rights under Section 7 of the  National Labor Relations Act, which include your right to engage in protected concerted  activities with other employees to improve or discuss terms and conditions of employment.   10. NO ADMISSIONS.  You understand and agree that the promises and payments in  consideration of this Agreement shall not be construed to be an admission of any liability or  obligation by the Company to you or to any other person, and that the Company makes no such  admission.  11. RELEASE OF CLAIMS.  In exchange for the consideration provided to you under  this Agreement to which you would not otherwise be entitled, you hereby agree to timely execute  the Release attached hereto as Exhibit A, and allow the releases contained therein to become  effective.  12. REPRESENTATIONS.  You hereby represent that you have been paid all  compensation owed and for all hours worked, have received all the leave and leave benefits and  protections for which you are eligible, pursuant to the Family and Medical Leave Act or  DocuSign Envelope ID: A461B63A-A669-4AD1-BFD0-5FD063EB0E2A 





 






272201155 v1    John Neylan III  July 22, 2022    otherwise, and have not suffered any on-the-job injury for which you have not already filed a  claim.     13. MISCELLANEOUS.  This Agreement, including its exhibits, constitutes the  complete, final and exclusive embodiment of the entire agreement between you and the  Company with regard to the subject matter hereof.  It is entered into without reliance on any  promise or representation, written or oral, other than those expressly contained herein, and it  supersedes any other agreements, promises, warranties or representations concerning its subject  matter.  This Agreement may not be modified or amended except in a writing signed by both you  and a duly authorized officer of the Company.  This Agreement will bind the heirs, personal  representatives, successors and assigns of both you and the Company, and inure to the benefit  of both you and the Company, their heirs, successors and assigns.  If any provision of this  Agreement is determined to be invalid or unenforceable, in whole or in part, this determination  shall not affect any other provision of this Agreement and the provision in question shall be  modified so as to be rendered enforceable in a manner consistent with the intent of the parties  insofar as possible under applicable law.  This Agreement shall be construed and enforced in  accordance with the laws of the State of Massachusetts without regard to conflicts of law  principles.  Any ambiguity in this Agreement shall not be construed against either party as the  drafter.  Any waiver of a breach of this Agreement, or rights hereunder, shall be in writing and  shall not be deemed to be a waiver of any successive breach or rights hereunder.  This  Agreement may be executed in counterparts which shall be deemed to be part of one original,  and facsimile and signatures transmitted by PDF shall be equivalent to original signatures.  If this Agreement is acceptable to you, please sign below and return the original to me within  forty-five (45) days (but no earlier than the Separation Date).  The Company’s offer contained  herein will automatically expire if we do not receive the fully signed Agreement within this  timeframe.  I wish you good luck in your future endeavors.  Sincerely,  ANGION BIOMEDICA CORP.    By:   Daniel M. Iazzetti, SVP, Human Resources    Exhibit A – Release of Claims  Exhibit B – Confidential Information and Inventions Assignment Agreement  Exhibit C – ADEA Disclosure Form  ACCEPTED AND AGREED:     John Neylan     Date      DocuSign Envelope ID: A461B63A-A669-4AD1-BFD0-5FD063EB0E2A 8/15/2022 





 






272201155 v1    John Neylan III  July 22, 2022    EXHIBIT A  RELEASE OF CLAIMS  1. This Release of Claims (“Release”) is entered into between John Neylan (“Employee”) and  Angion Biomedica Corp., a Delaware corporation (the “Company” and, together with Employee,  the “Parties”), and is effective on the eighth day after Employee’s signature hereto (the “Effective  Date”), unless Employee revokes Employee’s acceptance of this Release as provided in  Paragraph 1(c), below.  2. Employee’s Release of the Company Parties.  Employee agrees not to sue, or otherwise file any  claim against the Company, TriNet Group, Inc. (“TriNet”), or their parent companies,  subsidiaries or affiliates, and any of their respective successors, assigns, directors, officers,  managers, employees, attorneys, insurers, or agents, each in their respective capacities as such  (collectively, the “Company Parties”), for any reason whatsoever based on anything that has  occurred at any time up to and including the  execution date of this Release as follows:  a. On behalf of Employee and Employee’s executors, administrators, heirs and assigns,  Employee hereby releases and forever discharges the Company Parties, and all persons  acting by, through, under or in concert with them, or any of them, of and from any and all  manner of action or actions, cause or causes of action, in law or in equity, suits, debts,  liens, contracts, agreements, promises, liability, claims, demands, damages, loss, cost or  expense, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter  called “Claims”), which Employee now have or may hereafter have against any of the  Company Parties by reason of any matter, cause, or thing whatsoever from the beginning  of time through and including the execution date of this Release, including, without  limiting the generality of the foregoing: any Claims arising directly or indirectly out of,  relating to, or in any other way involving in any manner whatsoever Employee’s  employment by the Company or the separation thereof, including without limitation any  and all Claims arising under federal, state, or local laws relating to employment; any  Claims of any kind that may be brought in any court or administrative agency; any  Claims arising under the Age Discrimination in Employment Act (“ADEA”), the Older  Workers Benefits Protection Act, the Title VII of the Civil Rights Act of 1964, the Civil  Rights Act of 1991, the Equal Pay Act, the Civil Rights Act of 1866, Section 1981, 42  U.S.C. § 1981, the Family and Medical Leave Act of 1993, the Americans with  Disabilities Act of 1990, the False Claims Act, the Employee Retirement Income Security  Act, the Worker Adjustment and Retraining Notification Act, the Fair Labor Standards  Act, the Sarbanes-Oxley Act of 2002, the National Labor Relations Act of 1935, the  Uniformed Services Employment and Reemployment Rights Act of 1994, Fair Credit  Reporting Act, the Massachusetts Wage Act, the Massachusetts Fair Employment  Practices Act, the Massachusetts Civil Rights Act, the Massachusetts Equal Rights Act,  the Massachusetts Privacy Statute, the Massachusetts Equal Pay Act, the Massachusetts  Parental Leave Act, the Massachusetts Anti-Sexual Harassment Statute, , the employment  and civil rights laws of Massachusetts, each of the foregoing as may have been amended,  and any other federal, state, or local statute, regulation, ordinance, constitution, or order  concerning labor or employment, termination of labor or employment, wages and  benefits, retaliation, leaves of absence, or any other term or condition of employment;  Claims for breach of contract; Claims for unfair business practices; Claims arising in tort,  including, without limitation, Claims of wrongful dismissal or discharge, discrimination,  harassment, retaliation, fraud, misrepresentation, defamation, libel, infliction of  DocuSign Envelope ID: A461B63A-A669-4AD1-BFD0-5FD063EB0E2A 





 






272201155 v1    John Neylan III  July 22, 2022    emotional distress, violation of public policy, and/or breach of the implied covenant of  good faith and fair dealing; and Claims for damages or other remedies of any sort,  including, without limitation, compensatory damages, punitive damages, injunctive relief  and attorney’s fees.   b. Notwithstanding the generality of the foregoing, Employee does not release any Claims  that cannot be released as a matter of law including, without limitation, (i) Employee’s  right to file for unemployment insurance benefits; (ii) Employee’s right to file a charge of  discrimination, harassment, interference with leave rights, failure to accommodate, or  retaliation with the Equal Employment Opportunity Commission, the California  Department of Fair Employment and Housing or similar local agency, or to cooperate  with or participate in any investigation conducted by such agency; provided, however,  that Employee hereby releases Employee’s right to receive damages in any such  proceeding brought by Employee or on Employee’s behalf, (iii) Employee’s right to  communicate directly with the U.S. Securities and Exchange Commission, the U.S.  Commodity Futures Trading Commission, the U.S. Department of Justice or similar  agency, or to cooperate with or participate in any investigation by such agency; or (iv)  Employee’s right to make any disclosure that are protected under the whistleblower  provisions of applicable law.  For the avoidance of doubt, Employee does not need to  notify or obtain the prior authorization of the Company to exercise any of the foregoing  rights.  Furthermore, Employee does not release hereby any rights that he/she may have  relating to (i) indemnification by the Company or its affiliates under any indemnification  agreement with the Company, the Company’s Bylaws or any applicable law; (ii)  coverage under any applicable directors’ and officers’ or other third-party liability  insurance; (iii) Employee’s vested accrued benefits under the Company or TriNet’s  respective benefits and compensation plans; and (iv) any severance payment entitlements  to which Employee is specifically entitled to as of the date of termination pursuant to the  Company’s Amended and Restated Executive Separation  Benefits Plan (the “Severance  Plan”).  c. EMPLOYEE UNDERSTANDS THAT THIS AGREEMENT INCLUDES A  RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS, EVEN THOSE  CLAIMS THAT, IF KNOWN BY EMPLOYEE, WOULD AFFECT EMPLOYEE’S  DECISION TO ACCEPT THIS AGREEMENT.  In giving the releases set forth in  this Agreement, which include claims which may be unknown to Employee at present,  Employee hereby expressly waives and relinquishes all rights and benefits under any law  or legal principle of similar effect in any jurisdiction with respect to Employee’s release  of claims herein, including but not limited to the release of unknown and unsuspected  claims.  d. Being aware of said section, Employee hereby expressly waives any rights Employee  may have thereunder, as well as under any other statutes or common law principles of  similar effect.  e. Employee acknowledges that the General Release of Claims set forth in Section 2(a)  above includes a release of Claims under the Age Discrimination in Employment Act (the  “ADEA Release”). In accordance with the Older Workers Benefit Protection Act,  Employee acknowledge as follows:  DocuSign Envelope ID: A461B63A-A669-4AD1-BFD0-5FD063EB0E2A 





 






272201155 v1    John Neylan III  July 22, 2022    (i) Employee has been advised to consult an attorney of Employee’s choice before  signing this Release and Employee either has so consulted with counsel or  voluntarily decided not to consult with counsel;  (ii) Employee has been granted forty-five days (45) days after Employee is presented  with this Release to decide whether or not to sign it. Employee agrees that such  period shall not be extended due to any material or immaterial changes to the  Release.  If Employee executes this Release prior to the expiration of such  period, Employee does so voluntarily and after having had the opportunity to  consult with an attorney, and hereby waives the remainder of the forty-five (45)  day period;  (iii) Employee further acknowledges that the Company has provided Employee with  the ADEA disclosure information (under 29 U.S.C. § 626(f)(1)(H)), attached  hereto as Exhibit C;  (iv) Employee has carefully reviewed and considered and fully understand the terms  set forth in this Release, including all exhibits hereto; and  (v) Employee has the right to revoke Employee’s ADEA Release within seven (7)  calendar days of signing this Release. If Employee wishes to revoke Employee’s  ADEA Release, Employee must deliver written notice stating Employee’s intent  to so revoke to Jennifer J. Rhodes, 1700 Montgomery Street, #108, San  Francisco, CA  94111, on or before 11:59 p.m. P.T. on the seventh (7th) day  after the date on which Employee signs this Release.  3. Employee Representations.  Employee represents and warrants that:  a. Employee has returned to the Company all Company property in Employee’s possession  (other than any property that the Company has specifically permitted the Employee to  keep following his termination date in writing), including without limitation, any cell  phone, laptop computer or tablet;  b. Employee is not owed wages, commissions, bonuses or other compensation, other than  wages through the date of the termination of Employee’s employment and any accrued,  unused vacation earned through such date, other than as set forth in the Severance Plan;  c. During the course of Employee’s employment Employee did not sustain any injuries for  which Employee might be entitled to compensation pursuant to worker’s compensation  law or Employee has disclosed any injuries of which Employee is currently, reasonably  aware for which Employee might be entitled to compensation pursuant to worker’s  compensation law; and  d. Employee has not initiated any adversarial proceedings of any kind against the Company  or, in their capacities as such, against any other person or entity released herein, nor will  Employee do so in the future, except as specifically allowed by this Release.  4. Restrictive Covenants; Cooperation.  Employee reaffirms Employee’s continuing obligations  under Section 16 of the Severance Plan.  In addition, Employee shall cooperate with the  DocuSign Envelope ID: A461B63A-A669-4AD1-BFD0-5FD063EB0E2A 





 






272201155 v1    John Neylan III  July 22, 2022    Company and its affiliates, upon the Company’s reasonable request, with respect to any internal  investigation or administrative, regulatory or judicial proceeding involving matters within the  scope of Employee’s duties and responsibilities to the Company or its affiliates during  Employee’s employment with the Company (including, without limitation, Employee being  available to the Company upon reasonable notice for interviews and factual investigations,  appearing at the Company’s reasonable request to give testimony without requiring service of a  subpoena or other legal process, and turning over to the Company all relevant Company  documents which are or may have come into Employee’s possession during his employment);  provided, however, that any such request by the Company shall not be unduly burdensome or  interfere with Employee’s personal schedule or ability to engage in gainful employment.  5. Severability.  The provisions of this Release are severable.  If any provision is held to be invalid  or unenforceable, it shall not affect the validity or enforceability of any other provision.  6. Choice of Law.  This Release shall in all respects be governed and construed in accordance with  the laws of the State of Massachusetts, including all matters of construction, validity and  performance, without regard to conflicts of law principles.  7. Integration Clause.  This Release, and the Severance Plan contain the Parties’ entire agreement  with regard to the separation of Employee’s employment, and supersede and replace any prior  agreements as to those matters, whether oral or written. This Release may not be changed or  modified, in whole or in part, except by an instrument in writing signed by Employee and a duly  authorized officer or director of the Company.  8. Execution in Counterparts.  This Release may be executed in counterparts with the same force  and effectiveness as though executed in a single document.  Facsimile and electronic signatures  shall have the same force and effectiveness as original signatures.  9. Intent to be Bound.  The Parties have carefully read this Release in its entirety; fully understand  and agree to its terms and provisions; and intend and agree that it is final and binding on all  Parties.       IN WITNESS WHEREOF, and intending to be legally bound, the Parties have executed the  foregoing on the dates shown below.    EMPLOYEE ANGION BIOMEDICA CORP.          Name:   Name: Daniel M. Iazzetti   Title:   Title:    SVP, Human Resources   Date:   Date:      DocuSign Envelope ID: A461B63A-A669-4AD1-BFD0-5FD063EB0E2A 8/15/2022 John Neylan 8/15/2022 Executive Vice President 





 






272201155 v1    John Neylan III  July 22, 2022    EXHIBIT B  CONFIDENTIAL INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT                                                                                        DocuSign Envelope ID: A461B63A-A669-4AD1-BFD0-5FD063EB0E2A 





 






       RESTRICTIVE COVENANT AGREEMENT  This Restrictive Covenant Agreement (this “Agreement”) confirms and  memorializes an agreement that Angion Biomedica Corp. (the “Company”), and I, John Neylan,  have had since the commencement of my employment with the Company and that is and has been  a material part of the consideration for my employment by the Company:  1. No Breach. I have not entered into, and I agree I will not enter into, any  agreement, either written or oral, in conflict with this Agreement or my employment other service  relationship with the Company.  I will not violate any agreement with or rights of any third party  or, except as expressly authorized by the Company in writing hereafter, use or disclose my own or  any third party’s confidential information or intellectual property when acting within the scope of  my employment or otherwise on behalf of the Company.  Further, I have not retained anything  containing any confidential information of a prior employer or other third party, whether or not  created by me.  2. Intellectual Property. The Company shall own all right, title and interest  (including patent rights, copyrights, trade secret rights, mask work rights, sui generis database  rights and all other intellectual property rights of any sort throughout the world) relating to any  and all inventions (whether or not patentable), works of authorship, mask works, designs, know- how, ideas and information made or conceived or reduced to practice, in whole or in part, by me  during the term of my employment or other service relationship with Company (collectively  “Inventions”), and I will promptly disclose all Inventions to the Company. I hereby make all  assignments necessary to accomplish the foregoing.  I shall further assist the Company, at the  Company’s expense, to further evidence, record and perfect such assignments, and to perfect,  obtain, maintain, enforce, and defend any rights specified to be so owned or assigned.  I hereby  irrevocably designate and appoint the Company as my agent and attorney-in-fact, coupled with an  interest and with full power of substitution, to act for and in my behalf to execute and file any  document and to do all other lawfully permitted acts to further the purposes of the foregoing with  the same legal force and effect as if executed by me.  Without limiting Section 1 or the Company’s  other rights and remedies, if, when acting within the scope of my employment or otherwise on  behalf of the Company, I use or disclose my own or any third party’s confidential information or  intellectual property (or if any Invention cannot be fully made, used, reproduced, distributed and  otherwise exploited without using or violating the foregoing), the Company will have and I hereby  grant Company a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable  right and license to exploit and exercise all such confidential information and intellectual property  rights.  I acknowledge that all original works of authorship which are made by me (solely or jointly  with others) within the scope of my employment and which are protectable by copyright are  “works made for hire,” pursuant to United States Copyright Act (17 U.S.C., Section 101).   3. Moral Rights. To the extent allowed by law, Section 2 includes all rights of  paternity, integrity, disclosure and withdrawal and any other rights that may be known as or  referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively “Moral  Rights”).  To the extent I retain any such Moral Rights under applicable law, I hereby ratify and  consent to any action that may be taken with respect to such Moral Rights by or authorized by the  DocuSign Envelope ID: D7F03AEF-15DE-4EE4-915F-77C675C20FFCi  l  I : A461B63A-A669-4AD1-BFD0 5FD063EB E2A 





 






       Company and agree not to assert any Moral Rights with respect thereto.  I will confirm any such  ratifications, consents and agreements from time to time as requested by the Company.      4. Confidentiality/Return of Property. I agree that all Inventions and all other  business, technical and financial information (including, without limitation, the identity of and  information relating to customers or employees) I develop, learn or obtain during the term of my  employment or other service relationship with the Company that relate to the Company or the  business or demonstrably anticipated business of the Company or that are received by or for the  Company in confidence, constitute “Proprietary Information.”  I will hold in confidence and not  disclose or, except within the scope of my employment or other service relationship with the  Company, use, any Proprietary Information.  However, I shall not be obligated under this  paragraph with respect to information I can document is or becomes readily publicly available  without restriction through no fault of mine.  Upon termination of my employment or other service  relationship with the Company, I will promptly return to the Company all items containing or  embodying Proprietary Information (including all copies), except that I may keep my personal  copies of (i) my compensation records, (ii) materials distributed to equityholders generally and  (iii) this Agreement.  I also recognize and agree that I have no expectation of privacy with respect  to the Company’s telecommunications, networking or information processing systems (including,  without limitation, stored computer files, email messages and voice messages) and that my activity  and any files or messages on or using any of those systems may be monitored at any time without  notice.    5. Non-Disparagement. During and after my employment or other service  relationship with the Company, I will not make any statement (verbal, written or otherwise) about  the Company, its affiliates, financial status, business, personnel, directors, officers, consultants,  services or business methods that is intended to or is reasonably likely to disparage or denigrate  the Company or such other persons. This Section does not apply to (a) truthful statements made in  connection with legal proceedings, governmental and regulatory investigations and actions; or (b)  any other truthful statement or disclosure required by law.  6. Cooperation. During and after my employment or other service relationship  with the Company, I will assist and cooperate with the Company in connection with the defense  or prosecution of any claim that may be made against or by the Company or any of its affiliates,  or in connection with any ongoing or future investigation or dispute or claim of any kind involving  the Company or any of its affiliates, including any proceeding before any arbitral, administrative,  judicial, legislative, or other body or agency, including testifying in any proceeding to the extent  such claims, investigations or proceedings relate to services performed or required to be performed  by me, pertinent knowledge possessed by me, or any act or omission by me.  I will also perform  all acts and execute and deliver any documents that may be reasonably necessary to carry out the  provisions of this paragraph.  The Company will reimburse me for reasonable expenses I incur in  fulfilling my obligations under this Section.      7. Non-Solicit. During the course of my employment or other service  relationship with the Company, and until one year after the termination of my employment or other  service relationship with the Company for any reason, I will not encourage or solicit any employee  or consultant of the Company (or any person who, within the six (6)-month period immediately  DocuSign Envelope ID: D7F03AEF-15DE-4EE4-915F-77C675C20FFCi  l  I : A461B63A-A669-4AD1-BFD0 5FD063EB E2A 





 






       prior to such time, was such an employee or consultant) to leave the Company for any reason  (except for the bona fide firing of Company personnel within the scope of my employment).    8. Non-Competition. During the course of my employment or other service  relationship with the Company, and until one year after the termination of my employment or other  service relationship with the Company for any reason [other than by reason of a termination of my  employment by the Company without “cause”, I will not engage in any activity that is in any way  competitive with the business or demonstrably anticipated business of the Company, and I will not  assist any other person or organization in competing or in preparing to compete with any business  or demonstrably anticipated business of the Company.      9. At-Will Employment. I agree that this Agreement is not an employment,  consulting or other service-provider contract for any particular term and that I have the right to  resign and the Company has the right to terminate my employment, consulting or other service  relationship at will, at any time, for any or no reason, with or without cause.  In addition, this  Agreement does not purport to set forth all of the terms and conditions of my employment or other  service relationship with the Company and, as an employee or other service provider of the  Company, I have obligations to the Company which are not set forth in this Agreement.  However,  the terms of this Agreement govern over any inconsistent terms and can be changed only by a  subsequent written agreement signed by an authorized officer of the Company (as determined by  the Company).  10. Post-Termination Obligations. I agree that my obligations under Sections 2,  3, 4, 5, 6, 7 and 8 of this Agreement shall continue in effect after termination of my employment  or other service relationship with the Company pursuant to their respective terms, regardless of  the reason or reasons for termination, and whether such termination is voluntary or involuntary on  my part, and that Company is entitled to communicate my obligations under this Agreement to  any future employer or potential employer of mine.  My obligations under Sections 2, 3 and 4 also  shall be binding upon my heirs, executors, assigns, and administrators and shall inure to the benefit  of the Company, it subsidiaries, successors and assigns.    11. Governing Law/Miscellaneous. Any dispute in the meaning, effect or  validity of this Agreement shall be resolved in accordance with the laws of the State of   Massachusetts without regard to the conflict of laws provisions thereof.  I further agree that if one  or more provisions of this Agreement are held to be illegal or unenforceable under applicable  Delaware law, such illegal or unenforceable portion(s) shall be limited or excluded from this  Agreement to the minimum extent required so that this Agreement shall otherwise remain in full  force and effect and enforceable in accordance with its terms.  This Agreement is fully assignable  and transferable by Company, but any purported assignment or transfer by me is void.  I also  understand that any breach of this Agreement will cause irreparable harm to Company for which  damages would not be an adequate remedy, and, therefore, Company will be entitled to injunctive  relief with respect thereto in addition to any other remedies and without any requirement to post  bond.  12. Communication with Governmental Agencies. Notwithstanding anything in  this Agreement to the contrary, nothing in this Agreement limits, restricts or in any other way  affects my communicating with any governmental agency or entity, or communicating with any  DocuSign Envelope ID: D7F03AEF-15DE-4EE4-915F-77C675C20FFCi  l  I : A461B63A-A669-4AD1-BFD0 5FD063EB E2A 





 






       official or staff person of a governmental agency or entity, concerning matters relevant to the  governmental agency or entity that do not constitute attorney-client privileged information of the  Company or its affiliates.  I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND  AND ACCEPT THE OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT  RESERVATION.  NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO  ME TO INDUCE ME TO SIGN THIS AGREEMENT.  I SIGN THIS AGREEMENT  VOLUNTARILY AND FREELY, IN DUPLICATE, WITH THE UNDERSTANDING  THAT THE COMPANY WILL RETAIN ONE COUNTERPART AND THE OTHER  COUNTERPART WILL BE RETAINED BY ME.        Dated: May 1, 2019  Accepted and Agreed to:  Employee  ANGION BIOMEDICA CORP.         Signature  By:              Name (Printed)  Name:    Title:     DocuSign Envelope ID: D7F03AEF-15DE-4EE4-915F-77C675C20FFCi  l  I : A461B63A-A669-4AD1-BFD0 5FD063EB E2A 





 






272201155 v1    John Neylan III  July 22, 2022    EXHIBIT C    ADEA DISCLOSURE    DocuSign Envelope ID: A461B63A-A669-4AD1-BFD0-5FD063EB0E2A 





 






272365478 v1        DISCLOSURE UNDER TITLE 29 U.S. CODE SECTION 626(f)(1)(H)    Confidentiality Provision: The information contained in this document is private and  confidential.  You may not disclose this information to anyone  except your professional advisors.  1. The severance program applies to all Angion Biomedica Corp (the “Company”)  employees.  2. The following criteria were used to select positions in which the employee is eligible for  the severance program: (i) the position held by the employee; (ii) the need for the position  in light of the Company’s corporate objectives and associated resource needs; and (iii) the  employee’s overall job responsibilities and capabilities.  Not all criteria were used to make  every selection.      3. All eligible employees who have attained the age of 40 years or older will have up to  forty-five (45) days to review the terms and conditions of the severance package and  seven (7) days to revoke the release of claims under the Age Discrimination in  Employment Act of 1967, as amended.  4. The anticipated timing of the termination program will be from July 31, 2022 through  September 30, 2022, and this document sets forth the employees’ ages as of July 31,  2022.    Employees Eligible for the Separation Program  Job Title Age  Administrative Manager 65  Assoc Dir, Clinical Operations 31  Assoc Dir, Clinical Pharmacology 32  Assoc Dir, Discovery Chemistry 50  Clinical Operations Study Lead 36  Clinical Trial Assistant 26  Clinical Trial Coordinator 23  Clinical Trial Coordinator 26  Clinical Trial Coordinator 26  Clinical Trial Manager 31  Clinical Trial Manager 37  Director, Clinical Data Management 48  Director, Pre-Clinical Research 60  Director, Pre-Clinical Research 59  EVP, CMO & Head of Research 69  Office Mgr., Exec Assist 51  DocuSign Envelope ID: A461B63A-A669-4AD1-BFD0-5FD063EB0E2A 





 






272365478 v1      Research Associate III 50  Research Associate III 29  Research Associate III 36  Senior Clinical Project Manager 30  Senior Research Associate II 64  Sr Director, GMP Quality Assurance 42  Sr Director, Ops & Compliance 44  Sr Director, Toxicology 56  Sr. Director, Analytical Development 52  Sr. Director, Corporate Affairs 55  Sr. Director, Program Management 60  Sr. Director, Regulatory Strategy 56  Sr. Research Scientist, Medicinal Chem 42  SVP, Human Resources 49  Vivarium Technician II 64  VP, Clinical Operations 49  VP, Technical Operations 54  SVP, Translational Medicine 57    Employees Not Eligible for the Separation Program  Job Title Age  CEO 50  EVP, CBO, GC, CO 52  Sr. Manager, Accounting 40      DocuSign Envelope ID: A461B63A-A669-4AD1-BFD0-5FD063EB0E2A