Exhibit 10.4 MARCO HI-TECH JV LTD. REGISTRATION RIGHTS AGREEMENT JANUARY 5, 2006 TABLE OF CONTENTSRegistration Rights Agreement • January 30th, 2006 • Northern Way Resources, Inc. • Metal mining • Delaware
Exhibit 2.1 AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONMerger Agreement • January 30th, 2006 • Northern Way Resources, Inc. • Metal mining • Delaware
Exibit 10.5 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "AGREEMENT") is made as of this 5th day of January, 2006, by and among Marco Hi-Tec JV, Ltd., a New York corporation (the "COMPANY"), and the investors set forth on...Securities Purchase Agreement • January 30th, 2006 • Northern Way Resources, Inc. • Metal mining • New York
WARRANTWarrant Agreement • January 30th, 2006 • Northern Way Resources, Inc. • Metal mining
Exhibit 10.3 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT made as of this 5th day of January 2006, between Marco Hi-Tech JV Ltd., a New York corporation, with offices at One Penn Plaza, Suite 2514, New York, New York 10119 and the undersigned (the...Subscription Agreement • January 30th, 2006 • Northern Way Resources, Inc. • Metal mining • Florida
Exhibit 10.11 LOCK-UP AGREEMENT The undersigned is the beneficial owner of shares of common stock, $0.01 par value per share (the "COMMON STOCK"), securities substantially similar to the Common Stock ("OTHER SECURITIES"), or securities convertible...Lock-Up Agreement • January 30th, 2006 • Northern Way Resources, Inc. • Metal mining
Exhibit 4.2 THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY...Warrant Agreement • January 30th, 2006 • Northern Way Resources, Inc. • Metal mining • New York
Exhibit 16 Partnership of: DALE MATHESON Robert J. Burkart, Inc. James F. Carr- Hilton, Ltd. CARR-HILTON LABONTE Alvin F. Dale, Ltd. Peter J. Donaldson, Inc. Wilfred A. Jacobson, Inc. Reginald J. LaBonte, Ltd. Chartered Accountants Robert J. Matheson,...Partnership Agreement • February 6th, 2006 • Northern Way Resources, Inc. • Metal mining
NEURO-HITECH, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • August 29th, 2007 • Neuro-Hitech, Inc. • Pharmaceutical preparations • Delaware
This Director and Officer Indemnification Agreement, dated as of August 22, 2007 (this “AGREEMENT”), is made by and between Neuro-Hitech, Inc., a Delaware corporation (the “COMPANY”), and Gary Shearman (the “INDEMNITEE”).
DALE MATHESON Partnership of: Robert J Burkart, Inc. James F Carr-Hilton, Ltd. [CARR-HILTON LABONTE Alvin F Dale, Ltd. Peter J Donaldson, Inc. R.J. LaBonte, Ltd. ------------------- Robert J Matheson, Inc. Fraser G Ross, Ltd. [CHARTERED ACCOUNTANTS...Consent Letter • September 14th, 2005 • Northern Way Resources, Inc. • Metal mining
MINERAL PROPERTY PURCHASE AGREEMENT This Agreement (the "Agreement") is made and entered into effective as of March 30, 2005 by and among NORTHERN WAY RESOURCES, INC. ("Northern"), a Nevada company with an office at 627 Moberly Road, Suite 601,...Mineral Property Purchase Agreement • June 10th, 2005 • Northern Way Resources, Inc. • Ontario
RECITALS:Director and Officer Indemnification Agreement • January 30th, 2006 • Northern Way Resources, Inc. • Metal mining • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • December 11th, 2007 • Neuro-Hitech, Inc. • Pharmaceutical preparations • New York
THIS EMPLOYMENT AGREEMENT dated as of December 7, 2007 (the “Agreement”), is by and between Neuro-Hitech, Inc., a Delaware corporation (the “Company”) and David Barrett (“Executive”). The Company and Executive will be referred to collectively as the “Parties” and may each be referred to individually as a “Party”.
Exhibit 16.1 Partnership of: DALE MATHESON Robert J. Burkart, Inc. James F. Carr-Hilton, Ltd. CARR-HILTON LABONTE Alvin F. Dale, Ltd. Peter J. Donaldson, Inc. Wilfred A. Jacobson, Inc. Reginald J. LaBonte, Ltd. Chartered Accountants Robert J....Partnership Agreement • January 30th, 2006 • Northern Way Resources, Inc. • Metal mining
BETWEENClinical Research Agreement • January 30th, 2006 • Northern Way Resources, Inc. • Metal mining • California
STOCK AND WARRANT PURCHASE AGREEMENTStock and Warrant Purchase Agreement • December 19th, 2007 • Neuro-Hitech, Inc. • Pharmaceutical preparations • New York
This STOCK AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of the date of the signature of the Company set forth on the signature pages hereof, by and among NEURO-HITECH, INC., a Delaware corporation, with its principal offices at One Penn Plaza, Suite 1503, New York, New York 10019 (including its Subsidiaries as defined below, the “Company”), and each person identified as an Investor on the signature pages hereto (each, an "Investor" and collectively, the “Investors”).
WARRANT TO PURCHASE COMMON STOCK OF NEURO-HITECH, INC.Warrant Agreement • December 5th, 2006 • Neuro-Hitech Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This certifies that in connection with the Merger Agreement (as defined below), _______ is entitled, subject to the terms and conditions of this Warrant, to purchase from Neuro-Hitech, Inc., a Delaware corporation (the “Company”), at any time prior to November 29, 2016 (the “Expiration Date”) up to _________ shares of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”) at a price per share equal to the Warrant Price (as defined below), upon surrender of this Warrant at the principal offices of the Company, together with a duly executed subscription form in the form attached hereto as Exhibit 1 and simultaneous payment of the full Warrant Price for the shares of Common Stock so purchased in lawful money of the United States, or as otherwise provided herein. The Warrant Price and the number and character of shares of Common Stock purchasable under this Warrant are subject to adjustment as provided herein.
Exhibit 10.12 MAYO FOUNDATION FOR MEDICAL EDUCATION AND RESEARCH TECHNOLOGY LICENSE CONTRACT Article 1.00 - Preliminary Provisions. 1.01 DATE. The effective date of this contract is June 1, 1997. 1.02 PARTIES. There are two parties to this contract....Technology License Contract • January 30th, 2006 • Northern Way Resources, Inc. • Metal mining • Minnesota
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 19th, 2007 • Neuro-Hitech, Inc. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of November 29, 2007, between Neuro-Hitech, Inc., a Delaware corporation (the “Company”), and the individuals and entities listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”).
CONSULTING AGREEMENTConsulting Agreement • June 11th, 2008 • Neuro-Hitech, Inc. • Pharmaceutical preparations
THIS CONSULTING AGREEMENT (this “Agreement”) is dated as of June 6, 2008, by and between Neuro-Hitech, Inc., a Delaware corporation (the “Company”) and David Ambrose (“Ambrose”).
NEURO-HITECH, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 5th, 2006 • Neuro-Hitech Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 29, 2006 (the “Effective Date”), by and among Neuro-Hitech, Inc., a Delaware corporation (the “Corporation”) and Dr. David Dantzker, as “Representative” of the parties listed on Exhibit A attached hereto (the “Stakeholders”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 11th, 2008 • Neuro-Hitech, Inc. • Pharmaceutical preparations • New York
THIS EMPLOYMENT AGREEMENT is made and entered into as of this 6th day of June, 2008, by and between NEURO-HITECH, INC., a Delaware corporation with offices at One Penn Plaza, Suite 1503, New York, NY 10019 (the “Corporation”), and Matthew E. Colpoys, Jr., an individual residing at 7 Brentwood Common, Orchard Park, NY, 14127 (the “Employee”), under the following circumstances:
CONSULTANT AGREEMENTConsultant Agreement • December 5th, 2006 • Neuro-Hitech Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Agreement (the “Agreement”) is made in New York, New York as of November 29, 2006 by and between Neuro-Hitech, Inc., One Penn Plaza, Suite 1503, New York, New York 10119 (“NHI”), and D.F. Weaver Medical, Inc., with a principle place of business at 11 Falcon Pl, Halifax, Nova Scotia B3M 3R4, Donald F. Weaver, Principal Consultant (“Consultant”). The Agreement shall become effective as of the closing of the Merger (defined below).
MANUFACTURING AND DISTRIBUTION AGREEMENTManufacturing and Distribution Agreement • August 12th, 2008 • Neuro-Hitech, Inc. • Pharmaceutical preparations • Florida
This Manufacturing and Distribution Agreement (the “Agreement”), effective June 6, 2008 (the “Effective Date”), is between TG United Pharmaceuticals, Inc., a Florida corporation with offices at 16255 Aviation Loop, Brooksville, Florida 34604 (“Manufacturer”) and Neuro-Hitech, Inc., a Delaware corporation with offices at One Penn Plaza, Suite 1503, New York, NY 10019 (“Distributor”). TG United Labs, LLC, a Florida limited liability company, TG United, Inc., a Florida corporation, and TG United Liquid, Inc., a Florida corporation (collectively, the “Other TG United Companies”) join in this Agreement solely for the purposes set forth in Section 19.9 of this Agreement.
AMENDED AND RESTATED STOCK PURCHASE AGREEMENT AMONG GKI ACQUISITION CORPORATION NEURO-HITECH, INC. AND DAVID AMBROSEStock Purchase Agreement • June 11th, 2008 • Neuro-Hitech, Inc. • Pharmaceutical preparations • Delaware
This Amended and Restated Stock Purchase Agreement (this “Agreement”) is entered into on and as of June 6, 2008, by and among GKI Acquisition Corporation, a Delaware corporation (the “Buyer”), Neuro-Hitech, Inc., a Delaware corporation (“PubCo”), and David Ambrose (the “Seller”). The Buyer, PubCo and the Seller are referred to collectively herein as the “Parties.”
WARRANT TO PURCHASE COMMON STOCK OF NEURO-HITECH, INC.Warrant Agreement • December 19th, 2007 • Neuro-Hitech, Inc. • Pharmaceutical preparations • Delaware
This certifies that in connection with the Purchase Agreement (as defined below), [_______] (the “Investor”) is entitled, subject to the terms and conditions of this Warrant, to purchase from Neuro-Hitech, Inc., a Delaware corporation (the “Company”), at any time prior to Expiration Date up to [•] shares of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”) at a price per share equal to the Warrant Price (as defined below), upon surrender of this Warrant at the principal offices of the Company, together with a duly executed subscription form in the form attached hereto as Exhibit 1 and simultaneous payment of the full Warrant Price for the shares of Common Stock so purchased in lawful money of the United States, or as otherwise provided herein. The Warrant Price and the number and character of shares of Common Stock purchasable under this Warrant are subject to adjustment as provided herein.
NEURO-HITECH, INC. REGISTRATION RIGHTS AGREEMENT NOVEMBER 29, 2006Registration Rights Agreement • December 5th, 2006 • Neuro-Hitech Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “AGREEMENT”) is made as of November 29, 2006, between Neuro-Hitech, Inc., a Delaware corporation (the “COMPANY”), and the individuals and entities listed on Schedule A hereto (each, an “INVESTOR” and collectively, the “INVESTORS”).
RESIGNATION AGREEMENT AND MUTUAL RELEASEResignation Agreement • June 11th, 2008 • Neuro-Hitech, Inc. • Pharmaceutical preparations • New York
This Resignation Agreement and Mutual Release (the “Agreement”) is entered into this 5th day of June, 2008, by and between Neuro-Hitech, Inc., a Delaware corporation (“Employer” or “Company”), and Gary Shearman (“Employee”).
NEURO-HITECH, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 5th, 2006 • Neuro-Hitech Pharmaceuticals Inc • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGERMerger Agreement • December 5th, 2006 • Neuro-Hitech Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is entered into as of November 16, 2006, by and among Neuro-Hitech, Inc., f/k/a Neuro-Hitech Pharmaceuticals, Inc., a Delaware corporation (“Buyer”), QA Acquisition Corp., a Delaware corporation (“Buyer Sub”), QA Merger LLC, a Delaware limited liability company (“Buyer LLC”), Q-RNA, Inc., a Delaware corporation (“Company”) and Dr. David Dantzker, as the proposed “Representative” of the Company security holders listed hereto on Exhibit A (the “Company Securityholders”).
DEVELOPMENT AGREEMENT Made and entered into on the ____ day of January 31, 2006 Between - Neuro-Hitech Pharmaceuticals, Inc. Formerly: Marco Hi-Tech JV Ltd of 369 One Penn Plaza New York. NY 10019 (hereinafter called "Hi-Tech") and Org Syn Laboratory,...Development Agreement • May 15th, 2006 • Neuro-Hitech Pharmaceuticals Inc • Pharmaceutical preparations • New York
Hi-Tech agrees to engage OrgSyn Laboratory, Inc. for the development of Synthetic Huperzine A (hereinafter referred to as "the Product") for the US and Wordwide market (hereinafter referred to as the "Hi-Tech Territory"). Org-syn agrees to develop the Product exclusively for Hi-Tech.
AGREEMENT AND PLAN OF MERGERMerger Agreement • January 23rd, 2006 • Northern Way Resources, Inc. • Metal mining • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of January 17, 2006 (this “Agreement”), between Northern Way Resources, Inc., a Nevada corporation (the “Corporation”) and Northern Way Resources, Inc., a Delaware corporation (the “Subsidiary”).
MODIFICATION AGREEMENT AND RELEASEModification Agreement • November 19th, 2008 • Neuro-Hitech, Inc. • Pharmaceutical preparations • Delaware
This MODIFICATION AGREEMENT AND RELEASE, is made and entered into as of November 18, 2008 (this “Agreement”), by and between Neuro-Hitech, Inc., a Delaware corporation (the “Company”), David Ambrose (the “Ambrose”) and TG United Pharmaceuticals, Inc. (the “Manufacturer”). The Company, Ambrose and the Manufacturer are each referred to herein as a “Party” and collectively, as the “Parties.”
NEURO-HITECH, INC. STOCK PURCHASE WARRANTStock Purchase Warrant • December 5th, 2006 • Neuro-Hitech Pharmaceuticals Inc • Pharmaceutical preparations • New York
This certifies that in connection with the Purchase Agreement (as defined below), _______ (the “Investor”) is entitled, subject to the terms and conditions of this Warrant, to purchase from Neuro-Hitech, Inc., a Delaware corporation (the “Company”) at any time prior to the earlier to occur of (a) a Change of Control or (b) November 29, 2011 (the “Expiration Date”), all or any portion of the Warrant Shares (as defined below) at the per share exercise price set forth below (the “Warrant Price”) (each as adjusted pursuant to Section 4 hereof), subject to the provisions and upon the terms and conditions hereinafter set forth, upon surrender of this Warrant at the principal offices of the Company, together with a duly executed subscription form in the form attached hereto as Exhibit 1 and simultaneous payment of the full Warrant Price for the shares of Common Stock so purchased in lawful money of the United States, or as otherwise provided herein.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 11th, 2008 • Neuro-Hitech, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of the date of the signature of the Company set forth on the signature pages hereof, by and among NEURO-HITECH, INC., a Delaware corporation, with its principal offices at One Penn Plaza, Suite 1503, New York, New York 10019 (the “Company”), and each person identified as an Investor on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
