ESCROW AGREEMENT (SURPLUS SECURITY)Escrow Agreement • April 30th, 2024 • Alpha Cognition Inc. • Biological products, (no disgnostic substances) • British Columbia
This Agreement is being entered into by the Parties under Exchange Policy 5.4 - Escrow, Vendor Consideration and Resale Restrictions (the “Policy”) in connection with a Qualifying Transaction. The Issuer is a Tier 2 Issuer as described in Policy 2.1 - Initial Listing Requirements.
AMENDMENT #1 TO EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2024 • Alpha Cognition Inc. • Biological products, (no disgnostic substances)
This amendment agreement #1 (the “Amendment Agreement”) is effective as of 6/15/2022, (the “Effective Date”) between Alpha Cognition USA Inc. (the “Company”) and Donald Kalkofen.
SECOND AMENDED MEMOGAIN TECHNOLOGY LICENSE AGREEMENT ( Second Amended License Agreement)Technology License Agreement • April 30th, 2024 • Alpha Cognition Inc. • Biological products, (no disgnostic substances)
Alpha Cognition Canada Inc. having an address at 301 – 1228 Hamilton Street Vancouver, British Columbia, V6B 6L2 (referred to herein as the “Licensee” or “ACCI”)
AGENCY AGREEMENTAgency Agreement • April 30th, 2024 • Alpha Cognition Inc. • Biological products, (no disgnostic substances) • Ontario
Each Alpha Subscription Receipt shall be issued under a subscription receipt agreement (the “Alpha Subscription Receipt Agreement”) among the Company, the Agents and Computershare Trust Company of Canada in its capacity as subscription receipt agent thereunder (the “Subscription Receipt Agent”), to be dated as of the Closing Date (as defined herein). Each Alpha Subscription Receipt will, in accordance with the terms of the Alpha Subscription Receipt Agreement, entitle the holder thereof to receive without further consideration or action: (i) upon satisfaction of the Escrow Release Conditions (as defined herein) at or prior to the Escrow Release Deadline (as defined herein), one common share of the Company (a “Common Share”) and one-half of one common share purchase warrant of the Company (a “Warrant”) or (ii) if the Escrow Release Conditions are not satisfied at or prior to the Escrow Release Deadline or if Alpha, before the Escrow Release Deadline, has provided notice to the Agents th
CONSULTING AGREEMENTConsulting Agreement • April 30th, 2024 • Alpha Cognition Inc. • Biological products, (no disgnostic substances) • British Columbia
NOW THEREFORE WITNESSETH THAT in consideration of the recitals, the following covenants and the payment of one dollar made by each Party to the other, the receipt and sufficiency ofwhich is acknowledged by each Party, the Parties agree on the following terms:
Investment Banking Agreement Between Alpha Cognition Inc. and Spartan Capital Securities, LLCInvestment Banking Agreement • April 30th, 2024 • Alpha Cognition Inc. • Biological products, (no disgnostic substances)
We are pleased that Alpha Cognition Inc. (“Alpha” or the “Company”), a company incorporated under the Business Corporations Act (British Columbia) and listed on the TSX Venture Exchange (the “TSXV”) has selected Spartan Capital Securities, LLC (“Spartan”) to provide certain investment banking services to the Company in connection with a best efforts private placement financing (the “PP Financing”) of up to approximately US$6,500,000.00 (Six Million Five Hundred Thousand USD) of the Company’s equity (the “Securities”). This agreement sets forth the terms of engagement and our mutual understanding (this “Agreement”).
AMENDMENT #1 TO EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2024 • Alpha Cognition Inc. • Biological products, (no disgnostic substances)
This amendment agreement #1 (the “Amendment Agreement”) is effective as of 6/22/2022, (the “Effective Date”) between Alpha Cognition Inc. (the “Company”) and Lauren D’Angelo.
BONUS RIGHT AGREEMENTBonus Right Agreement • April 30th, 2024 • Alpha Cognition Inc. • Biological products, (no disgnostic substances)
Pursuant to the Cash Bonus Policy (the “Policy”) of Alpha Cognition, Inc. (the “Company”), as in effect from time to time, the Company hereby grants to the Participant on _______, 2022 (“Grant Date”) 8,195,738 Bonus Rights under the Policy.
MEMOGAIN ROYALTY ASSIGNMENT AGREEMENTMemogain Royalty Assignment Agreement • April 30th, 2024 • Alpha Cognition Inc. • Biological products, (no disgnostic substances)
This Memogain Royalty Assignment Agreement (the ‘Assignment Agreement’) entered into effective as of January 1, 2016 (the “Effective Date”)
AGREEMENT AND WAIVER TO INVESTMENT BANKING AGREEMENTAgreement and Waiver to Investment Banking Agreement • June 14th, 2024 • Alpha Cognition Inc. • Biological products, (no disgnostic substances)
This Agreement and Waiver to Investment Banking Agreement (this “Waiver”) dated this 10th day of June 2024, by and between Alpha Cognition Inc. (the “Company”) and Spartan Capital Securities, LLC (“Spartan”).
CONSULTING AGREEMENTConsulting Agreement • April 30th, 2024 • Alpha Cognition Inc. • Biological products, (no disgnostic substances) • New York
This Consulting Agreement (the “Agreement”) is made as of May 17, 2023 (the “Effective Date”) between Spartan Capital Securities, LLC (the “Consultant”), and Alpha Cognition Inc. (the “Company”). The Company and the Consultant are collectively herein referred to as the “Parties.”
BONUS RIGHT AGREEMENTBonus Right Agreement • April 30th, 2024 • Alpha Cognition Inc. • Biological products, (no disgnostic substances)
Pursuant to the Cash Bonus Policy (the “Policy”) of Alpha Cognition, Inc. (the “Company”), as in effect from time to time, the Company hereby grants to the Participant on May 10, 2022 (“Grant Date”) 1,065,446 Bonus Rights under the Policy.
AMENDMENT TO EMPLOYMENT AGREEMENTAmendment Agreement • April 30th, 2024 • Alpha Cognition Inc. • Biological products, (no disgnostic substances)
This amendment agreement #1 (the “Amendment Agreement”) is effective as of March 1, 2023 (the “Effective Date”) between Alpha Cognition Inc. (the “Company”) and Lauren D’Angelo.
EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2024 • Alpha Cognition Inc. • Biological products, (no disgnostic substances) • Texas
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made by and between Alpha Cognition USA Inc. (“Company”), and Donald Kalkofen (“Executive”), and is dated as of April 11, 2022 (“Effective Date”).
CRYSTAL BRIDGE ENTERPRISES INC. and Alpha Cognition Inc.Arrangement Agreement • April 30th, 2024 • Alpha Cognition Inc. • Biological products, (no disgnostic substances) • British Columbia
CRYSTAL BRIDGE ENTERPRISES INC., a company incorporated under the laws of British Columbia and having an office at 439 Helmcken Street, Vancouver, BC V6B 2E6
MEMOGAIN TECHNOLOGY LICENCE AGREEMENTMemogain Technology Licence Agreement • April 30th, 2024 • Alpha Cognition Inc. • Biological products, (no disgnostic substances) • British Columbia
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and of the mutual covenants herein set forth, the parties hereto have covenanted and agreed as follows:
PROGRANULIN TECHNOLOGY LICENCE AGREEMENTProgranulin Technology Licence Agreement • April 30th, 2024 • Alpha Cognition Inc. • Biological products, (no disgnostic substances) • British Columbia
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and of the mutual covenants herein set forth, the parties hereto have covenanted and agreed as follows:
AMENDMENT NO. 1 TO INVESTMENT BANKING AGREEMENTInvestment Banking Agreement • April 30th, 2024 • Alpha Cognition Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1 to Investment Banking Agreement (this “Amendment”) dated this 4th day of December, 2023, by and between Alpha Cognition Inc. (the “Company”) and Spartan Capital Securities, LLC (“Spartan”).
ROYALTY AGREEMENTRoyalty Agreement • April 30th, 2024 • Alpha Cognition Inc. • Biological products, (no disgnostic substances) • British Columbia
