REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 16th, 2021 • Synaptogenix, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 14, 2021, between Synaptogenix, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
FORM OF BROKER WARRANT SYNAPTOGENIX, INC.Security Agreement • June 16th, 2021 • Synaptogenix, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after June [ ], 2021 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June [ ], 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Synaptogenix, Inc., a Delaware corporation (the “Company”), up to ________________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 22nd, 2021 • Synaptogenix, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 21, 2021, between Synaptogenix, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 18th, 2022 • Synaptogenix, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 17, 2022, is by and among Synaptogenix, Inc., a Delaware corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 18th, 2022 • Synaptogenix, Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 17, 2022, is by and among Synaptogenix, Inc., a Delaware corporation (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
FORM OF SERIES G PRE-FUNDED COMMON STOCK PURCHASE WARRANT SYNAPTOGENIX, INC.Security Agreement • June 16th, 2021 • Synaptogenix, Inc. • Pharmaceutical preparations
THIS SERIES G PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after June [ ], 2021 (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Synaptogenix, Inc., a Delaware corporation (the “Company”), up to ________________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 16th, 2021 • Synaptogenix, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 14, 2021, between Synaptogenix, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Indemnification AgreementIndemnification Agreement • March 30th, 2021 • Synaptogenix, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is made and entered into this [__] day of [____], 20[__], by and between Synaptogenix, Inc., a Delaware corporation (the “Company”), and [_____________] (“Indemnitee”).
KATALYST SECURITIES LLCPlacement Agent Agreement • June 16th, 2021 • Synaptogenix, Inc. • Pharmaceutical preparations • New York
This letter (the “Agreement”) constitutes our understanding with respect to the engagement of Katalyst Securities LLC (“Katalyst”), registered broker dealer and member of the Financial Industry Regulatory Authority (“FINRA”) and SIPC, by Synaptogenix, Inc., a publicly traded corporation duly organized under the laws of the State of Delaware (the “Company”), to act as a non-exclusive placement agent (the “Placement Agent”) in connection with the private placement of securities of the Company (the “Securities”) (the “Offering”). The Offering will raise up to a total of $12,500,000 (the “Offering Amount”) from the sale of (i) an aggregate of 1,656,287 shares of the Company’s common stock (the “Common Stock”), par value $0.0001 per share (each a “Share”), (ii) Series G warrants to purchase up to an aggregate of 1,656,287 shares of Common Stock, with a term of five (5) years from the date of effectiveness of the registration statement and an exercise price of $8.51. Each Share and Series G
SEPARATION AND DISTRIBUTION AGREEMENT By and Between NEUROTROPE, INC. and NEUROTROPE BIOSCIENCE, INC. Dated as of December 6, 2020Separation and Distribution Agreement • December 10th, 2020 • Synaptogenix, Inc. • Pharmaceutical preparations • New York
SEPARATION AND DISTRIBUTION AGREEMENT, dated as of December 6, 2020, by and between Neurotrope, Inc., a Nevada corporation (“Neurotrope”), and Neurotrope Bioscience, Inc., a Delaware corporation (“NBI”). Capitalized terms used herein and not otherwise defined in Article I shall have the respective meanings assigned to them in the Merger Agreement (as hereinafter defined).
TAX MATTERS AGREEMENTTax Matters Agreement • December 10th, 2020 • Synaptogenix, Inc. • Pharmaceutical preparations • New York
This TAX MATTERS AGREEMENT (this “Agreement”), dated as of December 6, 2020, by and between Neurotrope Inc., a Nevada corporation (“Neurotrope”), and Neurotrope Bioscience, Inc., a Delaware corporation (“SpinCo” and, together with Neurotrope, the “Parties”) shall become effective as of the Distribution (as defined below). Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement dated as of the date of this Agreement by and between Neurotrope and SpinCo, including the Schedules thereto (the “Separation Agreement”).
AMENDED AND RESTATED TECHNOLOGY LICENSE AND SERVICES AGREEMENT by and between NEUROTROPE BIOSCIENCE, INC., on the one hand, and BLANCHETTE ROCKEFELLER NEUROSCIENCES INSTITUTE and NRV II, LLC, on the other hand, dated February 4, 2015Technology License and Services Agreement • March 30th, 2021 • Synaptogenix, Inc. • Pharmaceutical preparations • Delaware
This Amended and Restated Technology License and Services Agreement is made and entered into as of February 4, 2015 by and between Neurotrope BioScience, Inc., a corporation organized and existing under the laws of Delaware (“Neurotrope”), on the one hand, and Blanchette Rockefeller Neurosciences Institute, a not-for-profit institution organized and existing under the laws of the State of West Virginia (“BRNI”), and NRV II, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“NRV II”), on the other hand. Neurotrope, BRNI and NRV II are sometimes referred to herein, individually, as a “Party” or, collectively, as the “Parties.”
November 12, 2015 By Electronic Mail and Facsimile Neurosciences Research Venures, Inc.Termination and Waiver Agreement • March 30th, 2021 • Synaptogenix, Inc. • Pharmaceutical preparations
SERVICES AGREEMENTServices Agreement • March 30th, 2021 • Synaptogenix, Inc. • Pharmaceutical preparations • Delaware
This Services Agreement (this “Agreement”) is made and entered into as of May 4, 2018, (the “Effective Date”), by and between Worldwide Clinical Trials, Inc., with offices at 3800 Paramount Parkway, Suite 400, 27560, Morrisville, NC, United States, (together with its Affiliates, “Worldwide) and Neurotrope Bioscience Inc., with offices at 205 East 42nd Street, New York, NY 10019 (“Sponsor”). Worldwide and Sponsor are sometimes individually referred to herein as a “Party” and collectively as the “Parties”.
SERVICES AGREEMENTServices Agreement • March 30th, 2021 • Synaptogenix, Inc. • Pharmaceutical preparations • Delaware
This Services Agreement (this “Agreement”) is made and entered into as of August 31, 2015, (the “Effective Date”), by and between Worldwide Clinical Trials, Inc., with offices at 401 North Maple Drive, Beverly Hills, California 90210, (together with its Affiliates, “WCT”) and Neurotrope Bioscience Inc., with offices at 50 Park Place, Newark NJ 07102 (“Sponsor”). WCT and Sponsor are sometimes individually referred to herein as a “Party” and collectively as the “Parties”.
FORM OF SECOND AMENDMENT TO THE AMENDED AND RESTATED TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • March 30th, 2021 • Synaptogenix, Inc. • Pharmaceutical preparations
This Second Amendment to the Amended and Restated Technology License and Services Agreement, dated as of November 29, 2018 (“Execution Date”), is made by and between Neurotrope Bioscience, a Delaware corporation (“Neurotrope”), on the one hand, and Cognitive Research Enterprises Inc., a not-for-profit institution organized and existing under the laws of the State of West Virginia (“CRE” FKA the Blanchette Rockefeller Neurosciences Institute, Inc.), and NRV II, LLC, a limited liability company organized under and existing under the laws of the State of Delaware (“NRV II”), on the other hand. Each of Neurotrope, CRE and NRV II may be referred to as a “Party” and collectively as “Parties” in this Amendment as the case may be.
SERVICES AGREEMENTServices Agreement • October 9th, 2020 • Neurotrope Bioscience, Inc. • Pharmaceutical preparations • Delaware
This Services Agreement (this “Agreement”) is made and entered into as of July 15, 2020, (the “Effective Date”), by and between Worldwide Clinical Trials, Inc., with offices at 3800 Paramount Parkway, Suite 400, 27560, Morrisville, NC, United States, (together with its Affiliates, “Worldwide) and Neurotrope Bioscience, Inc., with offices at 1185 Avenue of the Americas, 3rd Floor, New York, NY 10036 (“Sponsor”). Worldwide and Sponsor are sometimes individually referred to herein as a “Party” and collectively as the “Parties”.
Statement of Work and Account Satisfaction AgreementStatement of Work and Account Satisfaction Agreement • March 30th, 2021 • Synaptogenix, Inc. • Pharmaceutical preparations
This Statement of Work and Account Satisfaction Agreement (“SOW Agreement”) is made and entered into on February 4, 2015 by and between Neurotrope Bioscience, Inc. (“NTRP” or “Neurotrope”) and Blanchette Rockefeller Neurosciences Institute (“BRNI”) (each, a “Party” and collectively, the “Parties”), and is effective as of October 1, 2014 (the “SOW Agreement Effective Date”), pursuant to that certain Technology License and Services Agreement dated October 31, 2012 by and between NTRP, on the one hand, and BRNI and NRV II LLC, on the other hand, as amended by Amendment No. 1 to the Technology License and Services Agreement dated August 21, 2013, and as further amended and restated as of February 4, 2015 (the “TLSA”). This SOW Agreement hereby incorporates, and is subject to, the terms and conditions of the TLSA. All capitalized terms used herein but not defined herein shall have the respective meanings ascribed to them in the TLSA.
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2021 • Synaptogenix, Inc. • Pharmaceutical preparations • New York
THIS EMPLOYMENT AGREEMENT (The “Agreement”) is entered into and effective on October 1, 2013 (the “Effective Date”) by and between Neurotrope, Inc., a Nevada Corporation (the “Company”), and Robert Weinstein (“Executive”). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:
Statement of Work AgreementStatement of Work Agreement • March 30th, 2021 • Synaptogenix, Inc. • Pharmaceutical preparations
This Statement of Work Agreement (“SOW Agreement”) is made and entered into on November 12, 2015 by and between Neurotrope Bioscience, Inc. (“NTRP” or “Neurotrope”) and Blanchette Rockefeller Neurosciences Institute (“BRNI”) (each, a “Party” and collectively, the “Parties”), and is effective as of November 1, 2015 (the “SOW Agreement Effective Date”), pursuant to that certain Amended and Restated Technology License and Services Agreement dated February 4, 2015 by and between NTRP, on the one hand, and BRNI and NRV II LLC, on the other hand, (the “TLSA”). This SOW Agreement hereby incorporates, and is subject to, the terms and conditions of the TLSA. All capitalized terms used herein but not defined herein shall have the respective meanings ascribed to them in the TLSA.
RIGHTS AGREEMENT Dated as of January 19, 2021 between SYNAPTOGENIX, INC. and PHILADELPHIA STOCK TRANSFER, INC. as Rights AgentRights Agreement • January 19th, 2021 • Synaptogenix, Inc. • Pharmaceutical preparations • New York
This Rights Agreement (this “Agreement”), dated as of January 19, 2021, is between Synaptogenix, Inc., a Delaware corporation (the “Company”), and Philadelphia Stock Transfer, Inc., as rights agent (the “Rights Agent”).
AMENDMENT TO AMENDED AND RESTATED TECHNOLOGY LICENSE AND SERVICE AGREEMENTTechnology License and Service Agreement • March 30th, 2021 • Synaptogenix, Inc. • Pharmaceutical preparations
This Amendment to Amended and Restated Technology License and Services Agreement (this “Amendment”), dated as of November 12, 2015, is made by and between Neurotrope Bioscience, Inc., a Delaware corporation (“Neurotrope”), on the one hand, and Blanchette Rockefeller Neurosciences Institute, a not-for-profit institution organized and existing under the laws of the State of West Virginia (“BRNI”), and NRV II, LLC, a limited liability company organized under and existing under the laws of the State of Delaware (“NRV”), on the other hand. Each of Neurotrope, BRNI and NRV may be referred to as a “Party” and collectively, as “Parties” in this Amendment, as the case may be.
FORM OF SERIES E COMMON STOCK PURCHASE WARRANT SYNAPTOGENIX, INC.Form of Series E Common Stock • January 22nd, 2021 • Synaptogenix, Inc. • Pharmaceutical preparations
THIS SERIES E COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the effective date of the Registration Statement (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the twelve-month anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Synaptogenix, Inc., a Delaware corporation (the “Company”), up to ________________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
CANNASOUL ANALYTICS LTD. AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENTInvestors' Rights Agreement • November 6th, 2023 • Synaptogenix, Inc. • Pharmaceutical preparations • Tel-Aviv
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 24th day of October 2023, by and among Cannasoul Analytics Ltd.., Reg. No. 515782894, a company incorporated under the laws of the State of Israel (the “Company”), the founders of the Company listed on Schedule A attached hereto (the “Founders”), and the investors listed on Schedule B attached hereto (each, an “Investor” and collectively, the “Investors”, and together with the Founders, the “Shareholders”).
SEPARATION AGREEMENTSeparation Agreement • December 10th, 2020 • Synaptogenix, Inc. • Pharmaceutical preparations • New York
This SEPARATION AGREEMENT (the “Agreement”) is effective as of the Effective Date (as defined in this Agreement) and is made by and between Neurotrope Bioscience, Inc., a Delaware corporation (the “Company”), and Charles Ryan (“Executive”).
FORM OF BROKER WARRANT SYNAPTOGENIX, INC.Broker Warrant • January 22nd, 2021 • Synaptogenix, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after January [ ], 2021 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January [ ], 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Synaptogenix, Inc., a Delaware corporation (the “Company”), up to ________________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 22nd, 2021 • Synaptogenix, Inc. • Pharmaceutical preparations • New York
This Placement Agency Agreement (“Agreement”) sets forth the terms upon which GP Nurmenkari Inc. (“GPN”), a registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”) (hereinafter referred to as the “Placement Agent”), shall be engaged by Synaptogenix, Inc. (the “Company”) to act as a Placement Agent in connection with the private placement (the “Offering”) of the securities of the Company referred to below.
CONSULTING AGREEMENTConsulting Agreement • December 20th, 2024 • Synaptogenix, Inc. • Pharmaceutical preparations • New York
This CONSULTING AGREEMENT (this “Agreement”), effective as of January 1, 2025 (the “Effective Date”), is made by and between Synaptogenix, Inc. (the “Company”) and Dr. Daniel L. Alkon, M.D. (the “Consultant”).
WORK ORDER PROTOCOL NUMBER: NTRP101-205Work Order • August 5th, 2022 • Synaptogenix, Inc. • Pharmaceutical preparations • Massachusetts
This Work Order is made and entered as of the 12th day of May, 2022 (the “Effective Date”) by and between Synaptogenix, Inc. (“Sponsor”) and Worldwide Clinical Trials, Inc. (“Worldwide”).
SYNAPTOGENIX, INC. FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 15th, 2023 • Synaptogenix, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT to the Securities Purchase Agreement (this “Amendment”) is made and entered into as of May 11, 2023, by and among Synaptogenix, Inc., a Delaware corporation (the “Company”), and certain investors party to that certain Securities Purchase Agreement, dated as of November 17, 2022 (each a “Buyer,” and collectively, the “Buyers”), by and among the Company and the Buyers named therein (the “Purchase Agreement”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.
Katalyst Securities, LLC New York, NY 10017Finder’s Fee and Indemnity Agreement • November 18th, 2022 • Synaptogenix, Inc. • Pharmaceutical preparations • New York
FORM OF SERIES F COMMON STOCK PURCHASE WARRANT SYNAPTOGENIX, INC.Form of Series F Common Stock • January 22nd, 2021 • Synaptogenix, Inc. • Pharmaceutical preparations
THIS SERIES F COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after January [ ], 2021 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January [ ], 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Synaptogenix, Inc., a Delaware corporation (the “Company”), up to ________________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COLLABORATION AGREEMENTCollaboration Agreement • November 6th, 2023 • Synaptogenix, Inc. • Pharmaceutical preparations • New York
This Collaboration Agreement (“Agreement”) is effective as of the date of last signature below (“Effective Date”) and is by and between Synaptogenix, Inc., a Delaware corporation with its principal place of business at 1185 Avenue Of The Americas, 3rd Floor, New York, NY 10036, United States ("Synaptogenix"), and Cannasoul Analytics Ltd., a company duly incorporated under the laws of the State of Israel, registration number 515782894, having its principal offices at 9 Tarshish Street, Caesarea, Israel (“Cannasoul”). Synaptogenix and Cannasoul are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 6th, 2023 • Synaptogenix, Inc. • Pharmaceutical preparations
This Share Purchase Agreement (this “Agreement”) is made as of October 31, 2023, by and among Cannasoul Analytics Ltd., a company duly incorporated under the laws of the State of Israel, registration number 515782894, having its principal offices at 9 Tarshish Street, Caesarea, Israel (the “Company”), and the Investor set forth in Schedule A (the “Investor”). Each of the Company and the Investors individually referred hereinafter as a “Party” and jointly as the “Parties”.
Re: Amendment to Offer LetterOffer Letter • August 5th, 2022 • Synaptogenix, Inc. • Pharmaceutical preparations
This amendment (this “Amendment”) will serve to implement certain changes to your Offer Letter with Synaptogenix Inc. (the “Company”), dated December 7, 2020 (the “Agreement”). Capitalized terms used but not defined herein shall have the meaning attributed by the Agreement.
