NeurMedix, Inc. SUBSCRIPTION AGREEMENT NOTICE TO INVESTORSSubscription Agreement • April 27th, 2017 • Neurmedix, Inc. • California
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES.
STANDARD OFFICE LEASE BY AND BETWEEN BRE CA OFFICE OWNER LLC, a Delaware limited liability company, AS LANDLORD, AND NEURMEDIX, INC., a Delaware corporation, AS TENANT SUITE 150 Governor Executive Center IStandard Office Lease • July 17th, 2017 • Neurmedix, Inc. • Pharmaceutical preparations • California
This Standard Office Lease ("Lease") is made and entered into as of October 20th, 2015, by and between BRE CA OFFICE OWNER LLC, a Delaware limited liability company ("Landlord"), and NEURMEDIX, INC., a Delaware corporation ("Tenant").
ASSIGNMENTIp Transfer Agreement • July 17th, 2017 • Neurmedix, Inc. • Pharmaceutical preparations
THIS ASSIGNMENT, by Reserva, LLC a corporation duly organized under and pursuant to the laws of California and having a principal place of business at 11601 Wilshire Blvd., #950, Los Angeles, CA 90025 (hereinafter referred to as the Assignor), witnesseth:
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • July 17th, 2017 • Neurmedix, Inc. • Pharmaceutical preparations • New York
This Assignment and Assumption Agreement (this “Agreement”), dated as of December 9, 2014, is made by and between Harbor Therapeutics, Inc., a Delaware corporation (the “Seller”), and Reserva, LLC (the “Buyer”).
EQUITY CONTRIBUTION AGREEMENTEquity Contribution Agreement • July 17th, 2017 • Neurmedix, Inc. • Pharmaceutical preparations • California
This EQUITY CONTRIBUTION AGREEMENT (the “Agreement”) is made effective as of June 1, 2014 (the “Effective Date”), by and between NeurMedix, LLC, a California limited liability company formerly known as “Reserva, LLC” with his principal office at 11601 Wilshire Boulevard, Suite 1100, Los Angeles, California 90025 (“NM LLC”), NeurMedix, Inc., a Delaware corporation with his principal office at 11601 Wilshire Boulevard, Suite 1100, Los Angeles, California 90025 (“NM CORP”), and Terren S. Peizer, an individual (“TP”).
SELLING AGENT AGREEMENTSelling Agent Agreement • June 11th, 2018 • Neurmedix, Inc. • Pharmaceutical preparations • New York
This letter (this “Agreement”) constitutes the agreement between NeurMedix, Inc., a Delaware corporation (the “Company”) and WestPark Capital, Inc. (“WestPark” or the “Selling Agent”) pursuant to which WestPark shall serve as the lead managing selling agent (the “Services”) for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement). The Company expressly acknowledges and agrees that WestPark’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by WestPark to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of WestPark placing the Securities.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 28th, 2017 • Neurmedix, Inc. • Pharmaceutical preparations • New York
This Asset Purchase Agreement (this “Agreement”), dated as of December 9, 2014 (the “Effective Date”), is made by and among Harbor Therapeutics, Inc., a Delaware corporation (“Seller”), Harbor Diversified, Inc., a Delaware corporation (“Parent”), and Reserva, LLC (“Buyer”). Buyer, Parent and Seller may be referred to herein each individually as a “Party” and collectively as the “Parties”.
SUBSCRIPTION AGREEMENT NOTICE TO INVESTORSSubscription Agreement • June 11th, 2018 • Neurmedix, Inc. • Pharmaceutical preparations • California
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES.
Bill of SaleBill of Sale • April 27th, 2017 • Neurmedix, Inc.
For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Harbor Therapeutics, Inc., a Delaware corporation ("Seller"), does hereby grant, bargain, transfer, sell, assign, convey and deliver to Reserva, LLC ("Buyer"), all of its right, title and interest in and to the Seller Materials, as such term is defined in the Asset Purchase Agreement, dated as of December ___, 2014 (the "Purchase Agreement"), by and between Seller, Harbor Diversified, Inc., a Delaware corporation, and Buyer, to have and to hold the same unto Buyer, its successors and assigns, forever.
AMENDED & RESTATED REGULATION A+ OFFERING ENGAGEMENT AGREEMENTRegulation A+ Offering Engagement Agreement • February 1st, 2018 • Neurmedix, Inc. • Pharmaceutical preparations • California
The purpose of this engagement agreement (the “Agreement”) is to outline our agreement in principle pursuant to which WestPark Capital, Inc. ( “WestPark” or “Selling Agent”) will act as the lead managing selling agent and book runner in connection with a best efforts qualified primary offering by Neurmedix, Inc., a Delaware Corporation (the “Company”) of up to $50,000,000 of common stock, no par value per share, of the Company, and such other securities of the Company as may be appropriate on terms and conditions to be mutually agreed between the Company and the Selling Agent, as described herein.
INTELLECTUAL PROPERTY TRANSFER AND ASSIGNMENT AGREEMENTIntellectual Property Transfer and Assignment Agreement • July 17th, 2017 • Neurmedix, Inc. • Pharmaceutical preparations • New York
This Intellectual Property Transfer and Assignment Agreement (“IP Transfer and Assignment”), dated as of December 9, 2014, is made by Harbor Therapeutics, Inc., a Delaware corporation (“Seller”), in favor of Reserva, LLC (“Buyer”), the purchaser of certain assets of Seller pursuant to an Asset Purchase Agreement by and among Seller, Harbor Diversified, Inc., a Delaware corporation (“Parent”), and Buyer, dated as of December 9, 2014 (the “Asset Purchase Agreement”).
REGULATION A+ OFFERING AGREEMENTRegulation A+ Offering Agreement • October 2nd, 2017 • Neurmedix, Inc. • Pharmaceutical preparations • California
The purpose of this engagement agreement (the “Agreement”) is to outline our agreement in principle pursuant to which WestPark Capital, Inc. ( “WestPark” or “Selling Agent”) will act as the lead managing selling agent and book runner in connection with a qualified primary offering by Neurmedix, Inc., a Delaware Corporation (the “Company”), currently anticipated to be between $20,000,000 and $50,000,000 of common stock, no par value per share, of the Company, and such other securities of the Company as may be appropriate on terms and conditions to be mutually agreed between the Company and the Selling Agent, as described herein.
REGULATION A+ OFFERING ENGAGEMENT AGREEMENTRegulation A+ Offering Engagement Agreement • April 30th, 2019 • Neurmedix, Inc. • Pharmaceutical preparations • California
The purpose of this Regulation A+ Engagement Agreement (the “Agreement”) is to outline our agreement in principle pursuant to which NMS Capital Advisors, LLC (“NMS” or “Selling Agent”) will act as the lead managing selling agent in connection with a best efforts qualified Regulation A+ (Tier 2) offering by NeurMedix, Inc., a Delaware Corporation (the “Company”) of up to $50,000,000 of common stock, no par value per share, of the Company, and such other securities of the Company as may be appropriate on terms and conditions to be mutually agreed between the Company and the Selling Agent, as described herein. Each of NMS and the Company may be referred to herein as a “Party” and collectively, as the “Parties.”
ContractPurchase Warrant Agreement • June 11th, 2018 • Neurmedix, Inc. • Pharmaceutical preparations • California
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2018 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) WESTPARK CAPITAL, INC. OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS WARRANT WAS ISSUED TO THE SELLING AGENT AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF WESTPARK CAPITAL, INC.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 17th, 2017 • Neurmedix, Inc. • Pharmaceutical preparations • New York
This Asset Purchase Agreement (this “Agreement”), dated as of December 9, 2014 (the “Effective Date”), is made by and among Harbor Therapeutics, Inc., a Delaware corporation (“Seller”), Harbor Diversified, Inc., a Delaware corporation (“Parent”), and Reserva, LLC (“Buyer”). Buyer, Parent and Seller may be referred to herein each individually as a “Party” and collectively as the “Parties”.
Mr. Terren Peizer NeurMedix Inc. 11601 Wilshire Blvd, Suite 1100 Los Angeles, CA 90025 Dear Terren,Engagement Letter • July 17th, 2017 • Neurmedix, Inc. • Pharmaceutical preparations
This engagement letter confirms the understanding and agreement (the “Agreement”) between VC Media Partners, LLC (“VCMP” or the “Company”) and NeurMedix Inc. (“NeurMedix” or the “Client”) regarding the retention of VCMP as of June 15th, 2017 as its advisor for the purposes set forth herein.
INTELLECTUAL PROPERTY TRANSFER AND ASSIGNMENT AGREEMENTIp Transfer Agreement • April 28th, 2017 • Neurmedix, Inc. • Pharmaceutical preparations • New York
This Intellectual Property Transfer and Assignment Agreement (“IP Transfer and Assignment”), dated as of December 9, 2014, is made by Harbor Therapeutics, Inc., a Delaware corporation (“Seller”), in favor of Reserva, LLC (“Buyer”), the purchaser of certain assets of Seller pursuant to an Asset Purchase Agreement by and among Seller, Harbor Diversified, Inc., a Delaware corporation (“Parent”), and Buyer, dated as of December 9, 2014 (the “Asset Purchase Agreement”).
