NEUROONE MEDICAL TECHNOLOGIES Corp Sample Contracts

NEUROONE MEDICAL TECHNOLOGIES CORPORATION, Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20_____
Indenture • June 4th, 2021 • NEUROONE MEDICAL TECHNOLOGIES Corp • Surgical & medical instruments & apparatus • New York

THIS INDENTURE, dated as of [●], 20___, between NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):

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Capital on Demand™ Sales Agreement
NEUROONE MEDICAL TECHNOLOGIES Corp • December 22nd, 2022 • Surgical & medical instruments & apparatus • New York

NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with JonesTrading Institutional Services LLC (the “Agent”), as follows:

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NEUROONE MEDICAL TECHNOLOGIES CORPORATION AND __________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF _____________ NEUROONE MEDICAL TECHNOLOGIES CORPORATION FORM OF COMMON STOCK WARRANT AGREEMENT
Common Stock Warrant Agreement • June 4th, 2021 • NEUROONE MEDICAL TECHNOLOGIES Corp • Surgical & medical instruments & apparatus • New York

THIS COMMON STOCK WARRANT AGREEMENT(this “Agreement”), dated as of [●], between NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).

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NEUROONE MEDICAL TECHNOLOGIES CORPORATION AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF ______________ NEUROONE MEDICAL TECHNOLOGIES CORPORATION FORM OF PREFERRED STOCK WARRANT AGREEMENT
Preferred Stock Warrant Agreement • June 4th, 2021 • NEUROONE MEDICAL TECHNOLOGIES Corp • Surgical & medical instruments & apparatus • New York

THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).

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NEUROONE MEDICAL TECHNOLOGIES CORPORATION AND ___________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF _________ NEUROONE MEDICAL TECHNOLOGIES CORPORATION FORM OF DEBT SECURITIES WARRANT AGREEMENT
Securities Warrant Agreement • June 4th, 2021 • NEUROONE MEDICAL TECHNOLOGIES Corp • Surgical & medical instruments & apparatus • New York

THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).

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5,250,000 Shares1 NEUROONE MEDICAL TECHNOLOGIES CORPORATION Common Stock, par value $0.001 per share UNDERWRITING AGREEMENT
Underwriting Agreement • July 27th, 2023 • NEUROONE MEDICAL TECHNOLOGIES Corp • Surgical & medical instruments & apparatus • New York

NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”) proposes to sell to The Benchmark Company, LLC (the “Underwriter”) an aggregate of 5,250,000 shares (the “Firm Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company. The Company has also granted to the Underwriter an option to purchase up to 787,500 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement (this “Agreement”) are herein collectively called the “Securities.”

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Employment Agreement
Employment Agreement • August 7th, 2017 • NEUROONE MEDICAL TECHNOLOGIES Corp • Surgical & medical instruments & apparatus • Michigan

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of August 4, 2017 (the “Commencement Date”), by and between NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”) and David Rosa (the “Executive”).

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Contract
NEUROONE MEDICAL TECHNOLOGIES Corp • August 11th, 2022 • Surgical & medical instruments & apparatus • New York

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR QUALIFICATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THIS SECURITY IS SUBJECT TO THE TRANSFER RESTRICTIONS SET FORTH HEREIN AS AMENDED FROM TIME TO

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SUBSCRIPTION AGREEMENT
Subscription Agreement • May 1st, 2020 • NEUROONE MEDICAL TECHNOLOGIES Corp • Surgical & medical instruments & apparatus • Delaware

This Subscription Agreement (this “Agreement”) is made as of _________________ by and among NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), and the subscribers identified on the signature pages hereto (each, a “Subscriber” and collectively, the “Subscribers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 4th, 2019 • NEUROONE MEDICAL TECHNOLOGIES Corp • Surgical & medical instruments & apparatus

This Registration Rights Agreement (this “Agreement”) is made and entered into as of [_______________], 2018 by and among NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), each of the persons who have executed counterpart signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”) and persons or entities identified on Schedule 1 hereto holding Broker Warrants (each a “Broker” and collectively, the “Brokers”).

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LOCK-UP AGREEMENT
Lock-Up Agreement • December 20th, 2019 • NEUROONE MEDICAL TECHNOLOGIES Corp • Surgical & medical instruments & apparatus • Delaware

This Lock-up Agreement (this “Agreement”) is made effective as of October 21, 2019 (the “Effective Date”) by and between Wade Fredrickson (“Shareholder”) and NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”). Shareholder and the Company are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”. Capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings given to them in the Stock Purchase Agreements (as defined below).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • January 4th, 2019 • NEUROONE MEDICAL TECHNOLOGIES Corp • Surgical & medical instruments & apparatus • New York
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Form of Employee Proprietary Information, Inventions Assignment AND NON- COMPETITION Agreement
Assignment and Non-Competition Agreement • December 12th, 2018 • NEUROONE MEDICAL TECHNOLOGIES Corp • Surgical & medical instruments & apparatus • Minnesota

THIS EMPLOYEE PROPRIETARY INFORMATION, INVENTIONS ASSIGNMENT AND NON-COMPETITION AGREEMENT (this “Agreement”) is made as of the date set forth below between NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), and the undersigned employee of the Company (“Employee”).

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NeuroOne Medical Technologies Corporation Common Stock Purchase Warrant
NEUROONE MEDICAL TECHNOLOGIES Corp • May 1st, 2020 • Surgical & medical instruments & apparatus

This Certifies That, for value received, [________________], or his/her/its registered assigns (the “Holder”), is entitled to subscribe for and purchase from NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), at any time commencing on [______], 2020 and expiring on [ ] (such period, the “Warrant Exercise Term”), the Shares at the Exercise Price (each as defined in Section 1 below).

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FORM OF Series 2 notes debt conversion AGREEMENT
Debt Conversion Agreement • July 6th, 2018 • NEUROONE MEDICAL TECHNOLOGIES Corp • Surgical & medical instruments & apparatus • Delaware

This Debt Conversion Agreement (this “Agreement”) is made as of July 2, 2018 (the “Effective Date”), by and among NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), and each holder identified on the signature page hereto (each, a “Holder” and, together, the “Holders”).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • July 20th, 2017 • NEUROONE MEDICAL TECHNOLOGIES Corp • Patent owners & lessors • Delaware

This Subscription Agreement (this “Agreement”) is made as of November 21, 2016, by and among NeuroOne, Inc., a Delaware corporation (the “Company”), and the subscribers identified on the signature pages hereto (each, a “Subscriber” and collectively, the “Subscribers”).

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NeuroOne Medical Technologies Corporation [Form of] Common Stock Purchase Warrant
NEUROONE MEDICAL TECHNOLOGIES Corp • January 4th, 2019 • Surgical & medical instruments & apparatus

This Warrant is issued in connection with the Company’s private placement solely to accredited investors of units, each consisting of 1 share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and a warrant to purchase 1 share of Common Stock, (the “Private Placement”), which may be issued in one or more closings, in accordance with, and subject to, the terms and conditions described in the Subscription Agreement, dated as of even date herewith (the “Subscription Agreement”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Subscription Agreement.

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NEUROONE, INC. CONVERTIBLE PROMISSORY NOTE
NEUROONE MEDICAL TECHNOLOGIES Corp • July 20th, 2017 • Patent owners & lessors • Delaware

This Note is a convertible promissory note referred to in that certain Subscription Agreement dated as of November 21, 2016 (the “Subscription Agreement”), or series of like subscription agreements, among the Company and the subscribers named therein, pursuant to which the Company is seeking to raise an aggregate of up to $1,500,000 (or such higher amount as the Company’s Board of Directors shall determine).

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EXCLUSIVE DEVELOPMENT AND DISTRIBUTION AGREEMENT
Exclusive Development and Distribution Agreement • August 11th, 2022 • NEUROONE MEDICAL TECHNOLOGIES Corp • Surgical & medical instruments & apparatus

THIS THIRD AMENDMENT TO EXCLUSIVE DEVELOPMENT AND DISTRIBUTION AGREEMENT (this “Amendment”) is entered into as of August 2, 2022 (the “Effective Date”), by and between Zimmer, Inc., a Delaware corporation (“Zimmer”), and NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”). Zimmer and the Company are referred to individually as a “Party” and together as the “Parties.”

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SECOND AMENDMENT TO CONVERTIBLE PROMISSORY NOTES
Convertible Promissory Notes • April 30th, 2020 • NEUROONE MEDICAL TECHNOLOGIES Corp • Surgical & medical instruments & apparatus

This Second Amendment to Convertible Promissory Notes (this “Amendment”) is made effective as of April __, 2020, by and among NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), and the holders of the Company’s Convertible Promissory Notes as named on the signature page hereto (collectively, the “Subscribers” and each, without distinction, a “Subscriber”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 3rd, 2020 • NEUROONE MEDICAL TECHNOLOGIES Corp • Surgical & medical instruments & apparatus • Delaware

This Securities Purchase Agreement (this “Agreement”) is dated as of July 28, 2020, between NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), and each purchaser identified on Exhibit A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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SECOND AMENDMENT TO CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • November 27th, 2017 • NEUROONE MEDICAL TECHNOLOGIES Corp • Surgical & medical instruments & apparatus

This Second Amendment to Convertible Promissory Note (this “Amendment”) is made effective as of this [ ]th day of November, 2017, by and between NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), and each of those persons and entities, severally and not jointly, who are holders of the Company’s Convertible Promissory Notes (each, a “Holder” and collectively, the “Holders”).

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Agreement and Plan of Merger and Reorganization By and among: NeuroOne Medical Technologies Corporation, a Delaware corporation; OSOK Acquisition Company, a Delaware corporation; and NeuroOne, Inc., a Delaware corporation. Dated as of July 20, 2017
Agreement and Plan of Merger and Reorganization • July 20th, 2017 • NEUROONE MEDICAL TECHNOLOGIES Corp • Patent owners & lessors • Delaware

This Agreement and Plan of Merger and Reorganization, is made and entered into as of July 20, 2017 (this “Agreement”), by and among NeuroOne Medical Technologies Corporation, a Delaware corporation (“Parent”), OSOK Acquisition Company, a Delaware corporation (“Merger Sub”) and wholly owned subsidiary of Parent, and NeuroOne, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are each a “Party” and referred to collectively herein as the “Parties”. Certain capitalized terms used in this Agreement are defined in Exhibit A attached hereto.

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AMENDED AND RESTATED EXCLUSIVE START-UP COMPANY LICENSE AGREEMENT
Company License Agreement • January 24th, 2020 • NEUROONE MEDICAL TECHNOLOGIES Corp • Surgical & medical instruments & apparatus

This Amended and Restated Exclusive Start-Up Company License Agreement (this “Agreement”) is made effective the 21st day of January, 2020 (the “Effective Date”) by and between the Wisconsin Alumni Research Foundation, a nonstock, nonprofit Wisconsin corporation (“WARF”), and NeuroOne Medical Technologies Corporation, a Delaware corporation (“Licensee”).

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LEASE AGREEMENT
Lease Agreement • October 11th, 2019 • NEUROONE MEDICAL TECHNOLOGIES Corp • Surgical & medical instruments & apparatus
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FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTES
Convertible Promissory Notes • December 31st, 2018 • NEUROONE MEDICAL TECHNOLOGIES Corp • Surgical & medical instruments & apparatus

This First Amendment to Convertible Promissory Notes (this “Amendment”) is made effective as of December 31, 2018, by and between NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), and each of those persons and entities, severally and not jointly, who are holders of the Company’s Convertible Promissory Notes (each, a “Holder” and collectively, the “Holders”).

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 7th, 2024 • NEUROONE MEDICAL TECHNOLOGIES Corp • Surgical & medical instruments & apparatus • New York

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), dated August 2, 2024, is made by and between Growth Opportunity Funding, LLC, a Delaware limited liability company (the “Lender”), and NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Borrower”).

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EXCLUSIVE START-UP COMPANY LICENSE AGREEMENT
Company License Agreement • July 20th, 2017 • NEUROONE MEDICAL TECHNOLOGIES Corp • Patent owners & lessors

This Exclusive Start-Up Company License Agreement (this “Agreement”) is made effective the 1st day of October, 2014 (the “Effective Date”) by and between the Wisconsin Alumni Research Foundation (“WARF”), a nonstock, nonprofit Wisconsin corporation, and Neuro One, LLC. (“Licensee”), a corporation organized and existing under the laws of Minnesota.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 7th, 2024 • NEUROONE MEDICAL TECHNOLOGIES Corp • Surgical & medical instruments & apparatus • Delaware

This Securities Purchase Agreement (this “Agreement”) is dated as of August 1, 2024, between NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), and each purchaser identified on Exhibit A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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NeuroOne Medical Technologies Corporation Common Stock Purchase Warrant
NEUROONE MEDICAL TECHNOLOGIES Corp • March 6th, 2019 • Surgical & medical instruments & apparatus

This Certifies That, for value received, [ ], or his/her/our registered assigns (the “Holder”), is entitled to subscribe for and purchase from NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), at any time commencing on February 28, 2019 and expiring on December 28, 2023 (such period, the “Warrant Exercise Term”), the Shares at the Exercise Price (each as defined in Section 1 below).

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MAYO FOUNDATION FOR MEDICAL EDUCATION AND RESEARCH AMENDED AND RESTATED LICENSE AND DEVELOPMENT AGREEMENT
License and Development Agreement • July 20th, 2017 • NEUROONE MEDICAL TECHNOLOGIES Corp • Patent owners & lessors • Minnesota

This amended and restated license agreement (“Agreement”) is made this 25th day of May, 2017 (the “Restatement Date”) by and between Mayo Foundation for Medical Education and Research, a Minnesota charitable corporation, located at 200 First Street SW, Rochester, Minnesota 55905-0001 (“MAYO”), and NeuroOne, Inc., a Delaware corporation, f/k/a Neuro One, LLC, a Minnesota limited liability company, having its principal offices at 10006 Liatris Lane, Eden Prairie, MN 55347 (“COMPANY”), each a “Party” and collectively “Parties”. This Agreement amends and restates in its entirety that certain License and Development Agreement between the Parties with an effective date of October 3, 2014 (the “Prior Agreement”), provided however, for purposes of this Agreement, the Effective Date shall remain as of the Prior Agreement and any work done under the Prior Agreement shall be a part of this Agreement.

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EXCLUSIVE DEVELOPMENT AND DISTRIBUTION AGREEMENT
Exclusive Development and Distribution Agreement • August 11th, 2022 • NEUROONE MEDICAL TECHNOLOGIES Corp • Surgical & medical instruments & apparatus

THIS SECOND AMENDMENT TO EXCLUSIVE DEVELOPMENT AND DISTRIBUTION AGREEMENT (this “Amendment”) is made as of this 28th day of June, 2022, with an effective date of July 1, 2022 (“Effective Date”), between Zimmer, Inc., a Delaware corporation (“Zimmer”), and NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”). Zimmer and the Company are referred to individually as a “Party” and together as the “Parties”.

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Separation AND Release Agreement
Separation and Release Agreement • July 20th, 2017 • NEUROONE MEDICAL TECHNOLOGIES Corp • Patent owners & lessors • Minnesota

THIS SEPARATION AND RELEASE AGREEMENT (this “Agreement”) is made by and between NeuroOne, Inc., a Delaware corporation (the “Company”), and Wade Frederickson (“Employee”). NOW, THEREFORE, in consideration of this Agreement and the mutual promises set forth herein, the Parties hereby agree as follows:

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AMENDMENT TO EXCLUSIVE START-UP COMPANY LICENSE AGREEMENT
Company License Agreement • July 20th, 2017 • NEUROONE MEDICAL TECHNOLOGIES Corp • Patent owners & lessors

This Amendment to Exclusive Start-up Company License Agreement (“Amendment”) is entered into on this 22nd day of February, 2017 (the “Amendment Effective Date”), by and between Wisconsin Alumni Research Foundation (“WARF”), a nonstock, nonprofit Wisconsin corporation, Neuro One LLC (“Former Licensee”), a corporation organized and existing under the laws of Minnesota, and NeuroOne, Inc. (“New Licensee”), a Delaware corporation.

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Contract
NEUROONE MEDICAL TECHNOLOGIES Corp • August 7th, 2024 • Surgical & medical instruments & apparatus • New York

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR QUALIFICATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THIS SECURITY IS SUBJECT TO THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN A SECURITIES PURC

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