UNDERWRITING AGREEMENTUnderwriting Agreement • August 16th, 2022 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • New York
The undersigned, Jupiter Neurosciences, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of Jupiter Neurosciences, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Spartan Capital Securities, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as “Underwriter”) on the terms and conditions set forth herein.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • January 5th, 2022 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of _______, 2022 (the “Issuance Date”) between Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, a limited trust company organized under the laws of the State of New York, (the “Warrant Agent”).
Executive Employment Agreement Dated as of September 1, 2021Executive Employment Agreement • October 12th, 2021 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • Florida
This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”) and Marshall Hayward (the “Executive”). The Company and Executive may collective be referred to as the “Parties” and each individually as a “Party”.
SECURITY AGREEMENTSecurity Agreement • April 26th, 2022 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • New York
SECURITY AGREEMENT, dated as of April 11, 2022 (this “Agreement”), between Jupiter Neurosciences, Inc., a Delaware corporation (the “Company” or the “Debtor” and collectively with any other Debtor from time to time hereunder, the “Debtors”) and the holders of the Company’s 10% Senior Secured Notes due April 11, 2023 in aggregate principal amount of $1,111,111.11 (the “Notes”), signatory hereto, its endorsees, transferees and assigns (individually referred to as, the “Secured Party” and collectively referred to as, the “Secured Parties”).
Jupiter Neurosciences, Inc. Independent Director Agreement John Ditton Dated as of September 8, 2021Independent Director Agreement • October 12th, 2021 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • Delaware
This Independent Director Agreement (this “Agreement”), dated and made effective as of the date first set forth above (the “Effective Date”), is entered into by and between Jupiter Neurosciences, Inc., a Delaware Corporation (“Company”), and John Ditton, an individual resident of the State of Nevada (“Director”). The Company and Director may be referred to herein individually as a “Party” or collectively as the “Parties”.
Amendment 1 to Executive Employment Agreement Dated as of September 29, 2021Employment Agreement • October 12th, 2021 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • Florida
This Amendment No. 1 to Executive Employment Agreement (this “Amendment”) dated as of the date first set forth above (the “Amendment Date”) is entered into by and between Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”) and Christer Rosén (the “Executive”). The Company and Executive may collective be referred to as the “Parties” and each individually as a “Party”.
UNDERWRITING AGREEMENTUnderwriting Agreement • July 12th, 2024 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • New York
The undersigned, Jupiter Neurosciences, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of Jupiter Neurosciences, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Revere Securities LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as “Underwriter”) on the terms and conditions set forth herein.
JUPITER NEUROSCIENCES, INC. And OPTIMIZE WELLNESS LIMITED CRO SERVICES AGREEMENTStock Subscription Agreement • July 12th, 2024 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • Delaware
This Stock Subscription Agreement (this “Agreement”) is entered into as of June 3, 2024 (the “Closing Date”), by and among Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”) and OPTIMIZE WELLNESS LIMITED, a company incorporated in Hong Kong whose office located at ROOM 401, On Hong Commercial Building, 145 Hennessy Road, Wan Chai, Hong Kong (“Subscriber”). The Company and Subscriber may be collectively referred to herein as the “Parties” and individually as a “Party.”
Amendment 1 to Executive Employment Agreement Dated as of September 29, 2021Employment Agreement • October 12th, 2021 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • Florida
This Amendment No. 1 to Executive Employment Agreement (this “Amendment”) dated as of the date first set forth above (the “Amendment Date”) is entered into by and between Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”) and Alexander Rosén (the “Executive”). The Company and Executive may collective be referred to as the “Parties” and each individually as a “Party”.
JUPITER NEUROSCIENCES, INC. And HANDERLAND DEVELOPMENT INVESTMENT HOLDINGS LIMITED STRATEGIC SERVICES AGREEMENTStrategic Services Agreement • August 16th, 2022 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • Florida
Handerland Development Investment Holdings Limited 注册办事处在 4th Floor, Water’s Edge Building. Meridian Plaza, Road Town, Tortola, VG1110, British Virgin Islands （下称「SSP」）。
JUPITER NEUROSCIENCES, INC. [__________] UNITS CONSISTING OF [__________] SHARES OF COMMON STOCKUnderwriting Agreement • January 5th, 2022 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • New York
The undersigned, Jupiter Neurosciences, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of Jupiter Neurosciences, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representatives (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Roth Capital Partners, LLC and Dawson James Securities, Inc. are acting as representatives to the several Underwriters (the “Representatives” and if there are no Underwriters other than the Representatives, references to multiple Underwriters shall be disregarded and the term Representatives as used herein shall have the same meaning as “Underwriter”) on the terms and conditions set forth herein.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • April 26th, 2022 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • New York
This Intellectual Property Security Agreement (“IP Security Agreement”) dated as of April 11, 2022, is made and entered into by and among Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”), any subsidiary of the Company that is a signatory hereto either now joined or joined in the future (such subsidiaries, together with the Company, the “Debtors”), and Puritan Partners LLC, as Holder of the 10% Senior Secured Notes due April 11, 2023 in aggregate principal amount of $1,111,111.11 (the “Notes”) of the Company.
Amendment 1 to Executive Employment Agreement Dated as of September 29, 2021Employment Agreement • October 12th, 2021 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • Florida
This Amendment No. 1 to Executive Employment Agreement (this “Amendment”) dated as of the date first set forth above (the “Amendment Date”) is entered into by and between Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”) and Dana Perez (the “Executive”). The Company and Executive may collective be referred to as the “Parties” and each individually as a “Party”.
RESEARCH AGREEMENT (Non-Clinical)Research Agreement • August 26th, 2022 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • Florida
This Agreement (“Agreement”) entered into this 1st day of July, 2022 (“Effective Date”), by and between the University of Miami, (“University”) and Jupiter Neurosciences, Inc. (“Company”) to conduct a study entitled: EVALUATION of JOTROL in PARKINSON’S DISEASE MODELS (“Study”) as described in the protocol/scope of work attached hereto as Exhibit A and made a part hereof.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 26th, 2022 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as April 11, 2022, among Jupiter Neurosciences, Inc, a Delaware corporation whose principal place of business is located at 1001 North US Hwy 1, Suite 504, Jupiter, Florida 33477 (the “Company”) and the Purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).
DEVELOPMENT, COLLABORATION AND LICENSE AGREEMENT Dated September 13th, 2016 by and between JUPITER ORPHAN THERAPEUTICS, INC, a corporation incorporated under the laws of Delaware , having its principal place of business at 601 Heritage Drive...Collaboration and License Agreement • November 9th, 2021 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations
This Development, Collaboration and License Agreement (“Agreement”), dated September 13th, 2016 (the “Effective Date”) is made by and between Jupiter Orphan Therapeutics, Inc. (“JOT”), a corporation organized under the laws of Delaware, United States of America and Aquanova AG a company organized under the laws of Germany (“Aquanova”) (each a “Party” and collectively, the “Parties”).
THIRD AMENDMENTThird Amendment • January 17th, 2023 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations
AGREEMENT, dated as of January 13, 2023 (this “Agreement”), by and between Puritan Partners LLC, a New York limited liability company (“Puritan Partners”) and Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”), having its principal place of business at 1001 North US Hwy 1, Suite 504, Jupiter, Florida 33477. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Securities Purchase Agreement, dated as of April 11, 2022, as amended, by and between Puritan Partners and the Company (the “Securities Purchase Agreement”).
December 31, 2022 Christer Rosén Chief Executive Officer Jupiter Neurosciences, Inc. Jupiter, Florida 33477 Telephone: (561) 406-6154 Dear Christer:Jupiter Neurosciences, Inc. • January 6th, 2023 • Pharmaceutical preparations
This Master Services Agreement, when executed by the parties hereto, will constitute an agreement (the “Agreement”) between Jupiter Neurosciences, Inc. (the “Company”) and Titan Advisory Services LLC (“TITAN”), located at 50 Constitution Way, Jersey City, NJ 07305. The Company and TITAN are the “parties” hereto and each a “party”. The Company agrees to retain TITAN and TITAN agrees to be retained by the Company under the following terms (the “Agreement”):
JUPITER NEUROSCIENCES, INC. And DOMINANT TREASURE HEALTH COMPANY LIMITED STRATEGIC SERVICES AGREEMENTStrategic Services Agreement • July 12th, 2024 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations
WHEREAS JN wishes MSC to provide certain services, as outlined in Schedule 1, in connection with advancing the business objectives of JN in South-East Asia; and
Amendment 1 to Executive Employment Agreement Dated as of September 29, 2021Employment Agreement • October 12th, 2021 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • Florida
This Amendment No. 1 to Executive Employment Agreement (this “Amendment”) dated as of the date first set forth above (the “Amendment Date”) is entered into by and between Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”) and Alison Silva (the “Executive”). The Company and Executive may collective be referred to as the “Parties” and each individually as a “Party”.
Debt Forgiveness and Exchange Agreement Dated as of December 1, 2021Forgiveness and Exchange Agreement • December 17th, 2021 • Jupiter Neurosciences, Inc. • Pharmaceutical preparations • Delaware
This Debt Forgiveness and Exchange Agreement (together with the exhibits and other attachments hereto, this “Agreement”) is entered into as of the date first set forth above (the “Closing Date”) by and between (i) Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”); and (ii) Aquanova AG, a company organized under the laws of Germany (“Aquanova”). Each of the Company and Aquanova may be referred to herein collectively as the “Parties” and separately as a “Party”. Frank Benham, the Chief Executive Officer of Aquanova also joins this Agreement for the purposes of agreement to the provisions of Section 2.01(c).
10% ORIGINAL ISSUE DISCOUNT SENIOR SECURED NOTE Due April 11, 2023Jupiter Neurosciences, Inc. • April 26th, 2022 • Pharmaceutical preparations • Delaware
This Note is entered into pursuant to a Securities Purchase Agreement by and between the Company, and the Holder, dated as of the Original Issue Date (the “Purchase Agreement”) and is subject to the terms and conditions herein and therein.
