EXHIBIT "A"

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Indicative Non-Binding Term Sheet for Settlement Agreement

This term sheet (this “Term Sheet”), entered into effective March 30, 2021 sets forth a summary

of the principal terms of a settlement agreement (the “Settlement Agreement”) to be entered into by and 

among (i) the Subchapter V Chapter 11 Trustee, Tarek Kirk Kiem (the “Trustee”), on behalf of Micron 

Devices LLC, a Delaware limited liability company (the “Debtor”); (ii) Stimwave Technologies 

Incorporated, a Delaware corporation (“Stimwave Parent”) and Stimwave LLC, a Nevada limited liability

company (“Stimwave LLC” and, together with Stimwave Parent, the “Stimwave Parties”) and (iii) Kennedy

Lewis Investment Management LLC and certain of its affiliates (collectively, the “KLIM Parties”) that will 

resolve all claims between the Debtor, on the one hand, and the Stimwave Parties and/or the KLIM Parties, 

on the other.

This Term Sheet does not include all of the terms, conditions, covenants, representations, 

warranties and other provisions that the Trustee and the Stimwave Parties and the KLIM Parties may require 

in the Settlement Agreement or any ancillary agreements thereto, and the parties therefore agree that 

promptly upon execution by all parties and for ten (10) days thereafter they shall diligently and in good 

faith negotiate the terms of and prepare an executable form of Settlement Agreement. Trustee further agrees 

that promptly upon execution of this Term Sheet by all parties the Trustee shall begin the process, including 

giving such notice as will most expeditiously lead to a hearing on approval of such Settlement Agreement 

as is signed by the parties.

Term Discussion

1. Estoppel and Covenant Not

to Sue as to Prior

Transactions and 

Assignment of Claims

The Trustee, on behalf of itself and the Debtor, will agree to be

forever estopped from challenging, and will covenant not to sue

regarding, or contest in any manner, the accuracy, validity, and 

binding nature and enforceability of any of the various prior 

transactions, and, or assignment and transfer documents and other 

agreements involving the Debtor, the Stimwave Parties and the 

KLIM Parties, including but not limited to: (i) the Contribution 

Agreement, dated as of March 25, 2018 (the “Contribution

Agreement”) , (ii) the Assignment and Assumption Agreement,

dated as of October 13, 2018, by and between the Debtor and 

Stimwave Parent; (iii) the Patent Assignment, dated November 6, 

2018 (the “Patent Assignment”); and (iv) the Assignment and 

Assumption Agreement, dated as of January 23, 2019 (together with 

the Patent Assignment and the October 13, 2018 Assignment and 

Assumption Agreement, the “IP Assignment Agreements”), (iv) 

that certain Loan and Security Agreement, dated as of May 13, 2019 

(as amended), among Kennedy Lewis Investment Management 

LLC, as collateral agent, the lenders party thereto from time to time, 

Stimwave Parent, Stimwave LLC and each guarantor otherwise 

party thereto from time to time (the “KL LSA”), (v) all agreements 

related to the KL LSA, including the security agreements and the 

perfection certificate delivered pursuant thereto; and such other 

agreements, documents, and licenses executed by or on behalf of 

Debtor in favor of the Stimwave Parties and/or KLIM Parties.

The Trustee, on behalf of itself and the Debtor, will further agree to 

transfer and assign to the Stimwave and KLIM Parties all rights of 

Debtor to challenge or contest the accuracy, validity, and binding

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Term Discussion

nature and enforceability of such various prior transactions and

assignment and transfer documents and such other agreements,

documents, and licenses, and all claims and causes of action arising 

out of or related thereto.

2. Resolution and Withdrawal

of Litigation Claims

A) Adversary Proceedings: Solely with respect to the

adversary proceeding captioned Micron Devices, LLC v.

Stimwave Technologies, Inc., Case No. 21-01034-LMI, the 

Settlement Agreement will be contingent on, and will take 

effect only upon, the entry of an Order reflecting a factual 

finding by the Bankruptcy Court confirming the accuracy, 

validity, binding nature, and enforceability of the 

Contribution Agreement and the IP Assignment 

Agreements. The factual finding shall be made following a 

hearing or other similar proceeding, and the scope and 

nature of the finding and related Order shall be agreed 

between the Parties and shall be consistent with the above 

Estoppel and Covenant Not to Sue as to Prior Transactions 

and Assignment of Claims. The burden shall be on the 

Stimwave Parties and the KLIM Parties to take such action 

as necessary to seek and obtain such factual finding. The 

Trustee shall waive his right in the context of such 

proceeding to contest the factual finding sought by the 

Stimwave Parties and the KLIM Parties.

B) Litigation: All existing litigation claims by the Debtor

against the Stimwave Parties and the KLIM Parties, with the 

exception of the adversary proceeding referenced above, 

will be terminated, at the election of the Stimwave Parties 

and the KLIM Parties, by a Stipulated Judgment or 

withdrawal and dismissal with prejudice via stipulation or 

otherwise, and all underlying claims and causes of action 

alleged by or in favor of Debtor shall be released as 

provided below.

3. Transfer of Right, Title and

Interest in Property

A) The Trustee, on behalf of the Debtor, will assign, transfer

and convey to the Stimwave Parties (subject to a security

interest in favor of the KLIM Parties) all of the Debtor’s 

right, title, and interest, without recourse, in and to all of 

Debtor’s assets and properties of every type and description, 

including but not limited to tangible, intangible, intellectual, 

personal, and real, and claims, and causes of action (whether 

known or unknown and whether or not currently asserted, 

and whether based on tort, contract, statute, common, law of 

other authority or theory), excluding only the following, as 

well as any asset identified pursuant to section 3(C), below:

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Term Discussion

i. all executory contracts and unexpired leases of any

kind (with Trustee to provide the Stimwave Parties

and the KLIM Parties copies of all such agreements 

and leases of which Trustee is aware within three 

days of execution of this Term Sheet), except that, 

subject to a security interest in favor of the KLIM 

Parties, and at the election of the Stimwave Parties 

and the KLIM Parties, Trustee shall assign or 

transfer to Stimwave its interest in (i) any contract 

with iSine, Inc. and OSCAR, as provided below, (ii) 

any contract included in the IP Assignment 

Agreements, (iii) the Debtor’s rights pursuant to any 

contractual agreements with customers or any other 

counterparty to recall, claw back, or otherwise take 

possession of any medical device sold to any 

customer or other person, or provided on 

“consignment” or otherwise in the possession of any 

counterparty to an “Agent Agreement,” subject to 

the Debtor issuing such notice as described in 

section 4(B), below; and (iv) Debtor’s rights under 

any employment or consulting agreement.

ii. Legal claims of the Debtor that (1) the Debtor has

against any licensed professional for professional

negligence arising out of services performed for 

Debtor or (2) are not legally assignable under 

applicable law.

B) The assets and properties that Debtor will transfer to the

Stimwave Parties include, without limitation, all of Debtor’s

right, title, and interest in and to the following:

i. All intellectual property, including but not limited

to, all patents, all patent applications, all technical

information, all know how, all copyrights, all work 

in progress regarding such matters, and all domain 

names, trademarks, trade names and similar 

property or rights , and specifically including 

without limitation:

a)Previously Assigned Intellectual Property:

The intellectual and other property that was

described or identified as assigned or 

transferred to any of the Stimwave Parties, 

pursuant to the IP Assignment Agreements, 

and/or in the May 13, 2019 Perfection 

Certificate executed by Stimwave in 

connection with the KL LSA;

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Term Discussion

b) Other Intellectual Property: The

Debtor’s right, title and interest in all

patents, patent applications, technical 

information, and related domain names, that

were developed by the Debtor, or any of its 

current or former affiliates or related 

parties, or any employee thereof or of 

Stimwave Parent, on or before November 

25, 2019, and from and after that date to the 

date through the closing date of the 

settlement as provided in the Settlement 

Agreement, as well as all documents and 

writing evidencing the existence and, or 

creation, thereof;

ii. Interest in StimQ Equity: All legal and beneficial

interests in StimQ Medical LLC, an international

company organized under the laws of the 

Commonwealth of The Bahamas, including all 

shares transferred by the Debtor to Stimwave Parent 

as described in or specified by the terms of the 

Contribution Agreement and all applicable 

assignment documents;

iii. Moventis: at the election of the Stimwave Parties

and the KLIM Parties, (i) ownership of right, title

and interest in, as well as the physical transfer and

delivery of all, or such portion thereof as the 

Stimwave Parties and KLIM Parties shall choose, 

medical devices of any kind or description, 

including all Pain Product (as defined below) and 

any components thereof in the Debtor’s possession, 

custody or control, whether in the Debtor’s 

possession or in the possession of contract 

counterparties (including but not limited to 

distributors or customers who have not paid for such 

products) and (ii) the Debtor’s rights pursuant to

any contractual agreements with customers or any 

other counterparty, to recall, claw back, or 

otherwise take possession of any Pain Product sold 

or provided to any customer or any other person;

iv. Contract Rights (iSine, OSCAR, et al.): at the

election of the Stimwave Parties and the KLIM

Parties, any agreement ever in effect between 

Debtor and iSine, Inc. or OSCAR, including all 

work product from those agreements and the right to 

order any products of any nature from iSine, Inc. or 

OSCAR related to those agreements;

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Term Discussion

v. All source code and software of every type;

vi. All furniture, office equipment, and technical

equipment, including but not limited to all property

of every type taken from Stimwave’s headquarters

on December 14, 2019;

vii. All accounts receivable of the Debtor; and

viii. Except as specifically excluded as provided in 3

(A)(ii) above, all claims and causes of action and

the like against any party, whether known or 

unknown and whether or not currently asserted and 

whether based on tort, contract, statute, common, 

law of other authority or theory (the “Litigation

Claims”).

C) Upon execution of this Term Sheet, the Trustee will

reasonably cooperate with requests by the Stimwave Parties

and the KLIM Parties for documents and other information 

concerning the assets to be transferred subject to the 

Settlement Agreement. At any point prior to entry of the 

Settlement Order (defined below), the Stimwave Parties and 

the KLIM Parties will identify for the Trustee any assets that 

they elect to exclude from the transfer.

D) The Trustee will take such action and execute such

documents as necessary to assign and transfer to Stimwave

Parent all of Debtor’s right, title, and interest as provided 

above. The Stimwave Parties and the KLIM Parties shall be 

entitled to designate a special purpose entity to take 

possession of some or all of the assets, properties, and 

claims and causes of action to be transferred to them by the 

Debtor as provided herein.

E) Limitation of Liability: The Stimwave Parties and the KLIM

Parties shall not be responsible for any liabilities arising 

under or in relation to any contracts, assets or other 

properties transferred pursuant to the Settlement Agreement, 

if such liabilities arose or accrued before the Settlement 

Effective Date and, including without limitation any 

liabilities arising from failure to perform, warranty or other 

breach, default or violation occurring before the Settlement 

Effective Date, except to the extent that (i) such liabilities 

arise in connection with actions taken by the Trustee 

pursuant to this Term Sheet and (ii) the Stimwave Parties 

and the KLIM Parties elect to assume such liabilities subject 

to the Trustee’s obligation pursuant to this Term Sheet to

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Term Discussion

provide the Stimwave Parties and the KLIM Parties with

documents and information concerning the assets and

contracts to be transferred or assigned.

4. Cessation of Certain

Business Operations and 

Notice to Contractual 

Parties

A) Cessation of PNS Business: For the avoidance of doubt, the

purpose and effect of the Settlement Agreement shall be 

that, after the Settlement Effective Date (as defined below), 

the Trustee, on behalf of itself and the Debtor, shall have no 

authority, power, or ability to continue or commence, and 

shall immediately cease, any development, manufacture, 

marketing, sales, commercial distribution and, or clinical 

trials of any pain relief product, system, or method, 

including, without limitation, any PNS wireless 

neurostimulator that has been offered, marketed, or sold 

under the name “Moventis” or any other name by Debtor, 

Micron Medical Corporation (“Micron Medical”), or any 

other person or entity (the “Pain Product”), and will not 

continue or commence any development, manufacture, 

marketing, sales, commercial distribution or clinical trials of 

any Pain Product or provide services to or otherwise assist 

or support any affiliate of Debtor, including without 

limitation Micron Medical, and, or Laura Perryman, Patrick 

Larson, or any other employee or former employee of 

Debtor, or any other entity or person, in the development, 

manufacture, marketing, sales, commercial distribution or 

clinical trials of any pain relief product and, or system, or 

method, including without limitation the Pain Product or any 

other PNS wireless neurostimulator.

B) Termination of Agent Agreements. Prior to or within 10 days

of the Settlement Effective Date, the Trustee shall give 

written notice to all counterparties of which he has 

knowledge to any “Agent Agreement” that the Company 

intends to terminate such agreements. The Trustee assigns 

to the Stimwave Parties and the KLIM Parties all of the 

Debtor’s rights to recall, claw back, or otherwise take 

possession of any medical device sold to any customer or 

other person, or provided on “consignment” or otherwise in 

the possession of such counterparty. To the extent that the 

Stimwave Parties or the KLIM Parties exercise these rights, 

they shall be responsible to pay any resulting damages 

pursuant to the terms of the relevant Agent Agreement, if 

such damages would be considered an administrative claim 

against the Debtor’s bankruptcy estate.

5. Payment Obligations On the Settlement Effective Date, Stimwave Parent will pay to the

Trustee a sum of $1,000,000.

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Term Discussion

6. Sharing of Proceeds from

Prosecution of the

Litigation Claims

To the extent that the KLIM Parties and/or the Stimwave Parties

prosecute the Litigation Claims, with the exception of Litigation

Claims or causes of action arising from or concerning the ownership 

or use of intellectual property, as further defined in the settlement 

agreement, and (i) are awarded, and collect, damages with respect to 

the Litigation Claims or (ii) receive funds pursuant to any settlement 

agreement between the KLIM Parties and/or the Stimwave Parties 

and any defendant with respect to the Litigation Claims, the 

Stimwave Parties and/or the KLIM Parties shall distribute to the 

Trustee, on behalf of and for the benefit of, the Debtor’s bankruptcy 

estate, 25% of such proceeds, net of any costs, fees, or expenses 

incurred by the Stimwave Parties and/or the KLIM Parties in 

connection with prosecuting such claims.

For the avoidance of doubt, the Stimwave Parties and the KLIM 

Parties shall have no obligation to pursue any or all of the Litigation 

Claims and shall do so at their sole discretion, and the Trustee shall 

have no input into or ability to control the Stimwave Parties and/or 

the KLIM Parties actions with respect to the prosecution of the 

Litigation Claims, collection of damages with respect to the 

Litigation Claims, or entry into settlement of the Litigation Claims.

7. Subordination of Claims The Stimwave Parties and the KLIM Parties will agree to

subordinate their claims against the Debtor’s estate, including any

allowed administrative expense claims, to all other allowed claims in 

the bankruptcy.

8. Allowance of Liquidated

Subordinated Claims and

Reconciliation/Estimation

of Unliquidated Claims

A) The Trustee shall consent to the liquidation and allowance

of the following claims as subordinated general unsecured

claims against the Debtor’s estate:

i. any legal fees awarded by the Bankruptcy Court

to the Stimwave Parties or the KLIM Parties

pursuant to ECF Nos. 135, 136, 157, 163, or

174;

ii. Stimwave's Claim No. 18-1 in the amount of

$67,929.07.

B) Within 120 days of the Settlement Effective Date, the

Trustee, the KLIM Parties, and the Stimwave Parties

shall resolve by agreement, estimation, or Bankruptcy 

Court adjudication the allowance of the following 

claims as subordinated general unsecured claims against 

the Debtor’s estate:

i. Stimwave’s Claim Nos. 19-1 and 20-1; and

ii. KLIM's Claim No. 22-1

iii. Within 10 days of execution of this Term Sheet,

Stimwave shall amend Claim Nos. 19-1 and 20- 

1 and KLIM shall amend Claim No. 22-1 to 

include a liquidated amount, which shall be

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subject to resolution by agreement or

estimation, or Bankruptcy Court adjudication as

referenced above.

9. Further Assurances;

Performance by Stimwave

Parties

The Trustee, on behalf of itself and the Debtor, will agree to execute

and deliver any further agreements, instruments or documents, and 

stipulate to the entry of such order and judgments required to effect 

the terms of the Settlement Agreement and otherwise provide 

cooperation with respect to certain matters, including (i) executing 

any additional instruments of assignment, transfer or conveyance to 

effect the StimQ Equity Transfer and the IP Assignment Agreements 

and (ii) providing access to internal and external records to the 

extent he is in possession or control of them, including directing 

patent counsel to the Debtor and directors, officers, employees, 

advisors and other agents and representatives employees to make 

records available to the Stimwave Parties and the KLIM Parties.

In addition, the Trustee will direct the Debtor’s employees to assist 

in and cooperate with the conveyances described in this term sheet, 

including cooperating regarding the location and details related to 

source code and other intangible property.

The Trustee will execute a limited power of attorney in favor of the 

Stimwave Parties and KLIM Parties to allow the Stimwave Parties 

and KLIM Parties to sign such conveyances in the event the Trustee 

is unavailable or otherwise unable to sign them.

In the event the Stimwave Parties are unable or unwilling to make 

the Settlement Payment, then the Stimwave Parties and the Trustee 

acknowledge and agree that any or all of the KLIM Parties may 

make such payment, and in that event, all transfer or properties and 

rights contemplated to be made to the Stimwave Parties shall be 

made to the KLIM Parties, but otherwise the Stimwave Parties shall 

be bound by and receive the benefits contemplated by this Term 

Sheet and as provided in any Settlement Agreement executed by all 

the parties to this Term Sheet.

10. Releases The Trustee, on behalf of itself and the Debtor, will agree to a full

release of the Stimwave Parties, the KLIM Parties, their respective 

affiliates and their and their respective affiliates’ directors, officers, 

employees and other personnel, advisors and other agents and 

representatives.

The Stimwave Parties and the KLIM Parties will agree to a full 

release of the Trustee. For the avoidance of doubt, the Stimwave 

Parties and the KLIM Parties, do not release their subordinated 

claims as identified above, and will not release the Debtor’s past or 

present affiliates, directors, officers, employees and other personnel,

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advisors and other agents and representatives from any direct claims

or causes of action, and any release will specially exclude certain

parties, including, without limitation, the following: Micron 

Medical, Stimguard, Neural Diabetes, Laura Tyler Perryman, Gary 

Perryman, Ron Perryman, Brandyn Perryman, Michael Perryman, 

any entity (other than the Debtor) currently or formerly directly or 

indirectly owned or controlled by any of the above-referenced 

Perrymans, or any employees or former employees of Debtor or 

Micron Medical including, but not limited to, Patrick Larson, 

Graham Greene, Benjamin Speck, Richard LeBaron, Elizabeth 

Greene, Ron Perryman, Brandyn Perryman, Sherri Costa, Gil Bao, 

Evelyn Valerio and Marlene Pena.

11. Conditions to Settlement

Effective Date

The “Settlement Effective Date” shall mean the date upon which

each of the following conditions has been satisfied or waived in

accordance with the terms of the Settlement Agreement: (i) 

execution and delivery of ancillary agreements in form and 

substance reasonably acceptable to the Parties, (ii), entry of a court 

order approving the Settlement Agreement in form and substance 

reasonably acceptable to the Parties (the “Settlement Order”), which 

Settlement Order has not been stayed, and (iii) the entry of a court 

order reflecting the factual finding discussed above, and approval of 

the Settlement Approval Motion by the Bankruptcy Court, which, 

for the avoidance of doubt, may be the Settlement Order.

12. Termination The Stimwave Parties and the KLIM Parties shall have the right to

terminate this Term Sheet or the Settlement Agreement if (i) the 

chapter 11 case converts to chapter 7 prior to the occurrence of the 

Settlement Effective Date or (ii) the Bankruptcy Court has not 

entered the Settlement Order in form and substance reasonably 

acceptable to the Stimwave Parties and the KLIM Parties on or 

before sixty (60) days following full execution of this Term Sheet. 

Any Party may terminate this Term Sheet or the Settlement 

Agreement if the Settlement Effective Date has not occurred on or 

prior to 120 days following full execution of this Term Sheet.

13. Representations and

Warranties

The Settlement Agreement will contain a representation and

warranty that the Trustee has authority to execute the settlement

agreement. All assets conveyed or transferred by the Trustee in this 

Settlement Agreement are done As Is, Where Is, without any 

representations or warranties by the Trustee and without recourse 

except as specifically stated on the Settlement Agreement.

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DocuSign Envelope ID: 09679113-BB34-42B3-B704-6A1AC91A0172

Stimwave Technologies Incorporated

By:_________________________________ 

Its:_________________________________ 

Dated:______________________________

Stimwave LLC

By:_________________________________ 

Its:_________________________________ 

Dated:______________________________

Kennedy Lewis Investment Management, LLC

By:_________________________________ 

Its:_________________________________ 

Dated:______________________________

______________________________________

Tarek Kiem

Subchapter V Chapter 11 Trustee for the

Bankruptcy Estate of Micron Devices, LLC

Dated:________________________________

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Aure Bruneau, Chief Executive Officer

March 30, 2021

Aure Bruneau, Manager

March 30, 2021

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