Alpha Cognition Inc. Sample Contracts

REPRESENTATIVE’S PURCHASE WARRANT ALPHA COGNITION INC.
Alpha Cognition Inc. • October 25th, 2024 • Biological products, (no disgnostic substances) • New York

This REPRESENTATIVE’S PURCHASE WARRANT (the “Warrant”) certifies that, for value received, American Capital Partners, LLC 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 date referred to above as the Initial Exercise Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ____, 20293 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Alpha Cognition Inc., a British Columbia 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).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 25th, 2024 • Alpha Cognition Inc. • Biological products, (no disgnostic substances)

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 24, 2024, is by and among Alpha Cognition Inc., a corporation formed under the laws of the Province of British Columbia, Canada, with offices located at 1200 – 750 West Pender Street, Vancouver, British Columbia V6C 2T8, Canada (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

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PREFUNDED COMMON SHARE PURCHASE WARRANT ALPHA COGNITION INC.
Common Share Purchase Warrant • October 25th, 2024 • Alpha Cognition Inc. • Biological products, (no disgnostic substances) • New York

THIS PREFUNDED COMMON SHARE 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 date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Alpha Cognition Inc., a corporation incorporated under the laws of the Province of British Columbia, Canada (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Shares under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant, as initially issued by the Company, is offered and sold pursuant to the Registration Statement. As of the Initial Exercise Date, the Warrant Shares are issuable under the Registration Statement. A

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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.

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AMENDMENT #1 TO EMPLOYMENT AGREEMENT
Employment 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.

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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”)

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Shares ALPHA COGNITION INC. COMMON SHARES, NO PAR VALUE
Underwriting Agreement • October 25th, 2024 • Alpha Cognition Inc. • Biological products, (no disgnostic substances) • New York
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EMPLOYMENT AGREEMENT
Employment Agreement • November 6th, 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 Henry Du (“Employee”), and is dated as of October 21, 2024 (“Effective Date”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 25th, 2024 • Alpha Cognition Inc. • Biological products, (no disgnostic substances) • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 24, 2024 is by and among Alpha Cognition Inc., a corporation formed under the laws of the Province of British Columbia, Canada, with offices located at 1200 – 750 West Pender Street, Vancouver, British Columbia V6C 2T8, Canada (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

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AGENCY AGREEMENT
Agency 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

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CONSULTING AGREEMENT
Consulting 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:

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8,695,653 Shares ALPHA COGNITION INC. COMMON SHARES, NO PAR VALUE
Underwriting Agreement • November 18th, 2024 • Alpha Cognition Inc. • Biological products, (no disgnostic substances) • New York
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Investment Banking Agreement Between Alpha Cognition Inc. and Spartan Capital Securities, LLC
Investment 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”).

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AMENDMENT #1 TO EMPLOYMENT AGREEMENT
Employment 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.

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BONUS RIGHT AGREEMENT
Bonus 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.

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MEMOGAIN ROYALTY ASSIGNMENT AGREEMENT
Memogain 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”)

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AGREEMENT AND WAIVER TO INVESTMENT BANKING AGREEMENT
Agreement 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”).

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CONSULTING AGREEMENT
Consulting 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.”

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BONUS RIGHT AGREEMENT
Bonus 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.

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AMENDMENT TO EMPLOYMENT AGREEMENT
Amendment 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.

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EMPLOYMENT AGREEMENT
Employment 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”).

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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

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 26th, 2024 • Alpha Cognition Inc. • Biological products, (no disgnostic substances) • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 24, 2024 is by and among Alpha Cognition Inc., a corporation formed under the laws of the Province of British Columbia, Canada, with offices located at 1200 – 750 West Pender Street, Vancouver, British Columbia V6C 2T8, Canada (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

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MEMOGAIN TECHNOLOGY LICENCE AGREEMENT
Memogain 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:

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PROGRANULIN TECHNOLOGY LICENCE AGREEMENT
Progranulin 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:

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AMENDMENT NO. 1 TO INVESTMENT BANKING AGREEMENT
Investment 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”).

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ROYALTY AGREEMENT
Royalty Agreement • April 30th, 2024 • Alpha Cognition Inc. • Biological products, (no disgnostic substances) • British Columbia
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