Incannex Healthcare Inc. Indemnification AgreementIndemnification Agreement • November 29th, 2023 • Incannex Healthcare LTD • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , and is between Incannex Healthcare Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
INCANNEX HEALTHCARE INC. and COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Warrant Agent Warrant Agency Agreement Dated as of July [●], 2024 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • July 17th, 2024 • Incannex Healthcare Inc. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of July [●], 2024 (“Agreement”), between Incannex Healthcare Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively, the “Warrant Agent”).
DEPOSIT AGREEMENT by and among Incannex Healthcare Limited as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER...Deposit Agreement • January 25th, 2022 • Incannex Healthcare LTD • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT, dated as of , 2022, by and among (i) Incannex Healthcare Limited, a company incorporated in the Commonwealth of Australia, with its principal executive office at Suite 15, Level 12, 401 Docklands Drive, Docklands 3008, Victoria, Australia (together with its successors, the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 60 Wall Street, New York, NY 10005, United States of America (the “Depositary”, which term shall include any successor depositary hereunder) and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).
10% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE DUE APRIL 14, 2026Convertible Security Agreement • November 6th, 2024 • Incannex Healthcare Inc. • Pharmaceutical preparations • New York
THIS 10% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10% Original Issue Discount Secured Convertible Debentures of INCANNEX HEALTHCARE INC., a Delaware corporation (together with its successors and assigns, the “Company”), whose registered office is at Suite 105, 8 Century Circuit, Norwest, NSW 2153, Australia, designated as its 10% Original Issue Discount Secured Convertible Debenture due April 14, 2026 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITY AGREEMENTSecurity Agreement • November 6th, 2024 • Incannex Healthcare Inc. • Pharmaceutical preparations
This SECURITY AGREEMENT, dated as of October 14, 2024 (this “Agreement”), is among Incannex Healthcare Inc., a Delaware corporation (the “Company”), all of the Significant Subsidiaries of the Company as such term is defined in the Purchase Agreement (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holder of the Company’s 10% original issue discount secured convertible debentures (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
COMMON STOCK PURCHASE WARRANT INCANNEX HEALTHCARE INC.Security Agreement • November 6th, 2024 • Incannex Healthcare Inc. • Pharmaceutical preparations • New York
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the issuance of the convertible debenture in the principal amount of $3,333,333.00 to the Holder (as defined below) of even date) (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Debenture”), ARENA SPECIAL OPPORTUNITIES (OFFSHORE) MASTER II LP, a Cayman Island limited partnership (including any permitted and registered 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 of issuance hereof until 5:00 p.m. (New York City time) on October 11, 2029, to purchase from INCANNEX HEALTHCARE INC., a Delaware corporation (the “Company”), 438,597 shares of Common Stock (the “Common Stock”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per s
CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT WAS OMITTED BY MEANS OF MARKING SUCH INFORMATION WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL INFORMATION IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR...Clinical Trial Research Agreement • January 25th, 2022 • Incannex Healthcare LTD • Pharmaceutical preparations
Name of Institution: Alfred Health a body corporate established under the Health Services Act 1988 (Vic) of Commercial Road, Melbourne, 3004 or Alfred Health
INCANNEX HEALTHCARE LIMITED UNDERWRITING AGREEMENT [●] American Depositary Shares representing [●] Ordinary SharesUnderwriting Agreement • November 3rd, 2021 • Incannex Healthcare LTD • Pharmaceutical preparations • New York
The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), dated as of [●], 2021, among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and holders from time to time of the American Depositary Receipts (“ADRs”) issued by the Depositary and evidencing the ADSs. The ADSs will initially represent the right to receive the Ordinary Shares deposited pursuant to the Deposit Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 10th, 2024 • Incannex Healthcare Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 6, 2024, between Incannex Healthcare Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature page hereto (each, a “Purchaser” and together, the “Purchasers”). Each of the Company and each Purchaser shall individually be referred to herein as a “Party” and, collectively, as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 17th, 2024 • Incannex Healthcare Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2024 (the “Effective Date”), among Incannex Healthcare Inc., a Delaware corporation (the “Company”), and each purchaser identified on Exhibit A attached hereto (each a “Purchaser” and, collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2024 • Incannex Healthcare Inc. • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 14, 2024, by and between INCANNEX HEALTHCARE INC., a Delaware corporation (the “Company”), and those certain investors identified on the signature page hereto (together with it permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Securities Purchase Agreement by and between the Company and the Investors, dated as of September 6, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
Research Services AgreementResearch Services Agreement • January 25th, 2022 • Incannex Healthcare LTD • Pharmaceutical preparations • Victoria
Monash Monash University (ABN 12 377 614 012), a body corporate constituted in accordance with the Monash University Act 2009 (Vic) of Wellington Road, Clayton, Victoria, Australia 3800
Master Service Agreement Contract DetailsMaster Service Agreement • January 25th, 2022 • Incannex Healthcare LTD • Pharmaceutical preparations • South Australia
Services AgreementServices Agreement • January 25th, 2022 • Incannex Healthcare LTD • Pharmaceutical preparations
This Agreement is made between lncannex Healthcare Limited ACN 096 635 246 of Level 39, Rialto South Tower, 525 Collins Street, Melbourne, Victoria 3000 (IHL or us) and Madhukar (Madhu) Bhalla of 4 Delgado Parade, lluka, WA 6028 (you).
Research Services AgreementResearch Services Agreement • January 25th, 2022 • Incannex Healthcare LTD • Pharmaceutical preparations • Victoria
Monash Monash University (ABN 12 377 614 012), a body corporate constituted in accordance with the Monash University Act 2009 (Vic) of Wellington Road, Clayton, Victoria, Australia 3800
CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT WAS OMITTED BY MEANS OF MARKING SUCH INFORMATION WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL INFORMATION IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR...Clinical Trial Research Agreement • January 25th, 2022 • Incannex Healthcare LTD • Pharmaceutical preparations
Study Name: Dose finding crossover trial investigating the effect of dronabinol combined with acetazolamide on Apnoea Hypopnea Index (AHI) in adults with obstructive sleep apnoea (OSA)
MASTER CONSULTANCY AGREEMENTMaster Consultancy Agreement • January 25th, 2022 • Incannex Healthcare LTD • Pharmaceutical preparations • Queensland
Facility Agreement – Incannex Incannex Healthcare Pty Ltd ACN 096 635 246 as Borrower Each person listed in Part B of Schedule 1 as a Guarantor FC Credit Pty Ltd ACN 676 254 881 as trustee for SPV 1006-25 Trust ABN 69 780 239 347 as Financier...Facility Agreement • October 15th, 2024 • Incannex Healthcare Inc. • Pharmaceutical preparations • New South Wales
PURCHASE AGREEMENTPurchase Agreement • September 10th, 2024 • Incannex Healthcare Inc. • Pharmaceutical preparations • New York
THIS PURCHASE AGREEMENT (this “Agreement”), dated as of September 6, 2024, is made by and between ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD (the “Investor”), and INCANNEX HEALTHCARE INC, a Delaware corporation (the “Company”).
PATENT SECURITY AGREEMENTPatent Security Agreement • November 6th, 2024 • Incannex Healthcare Inc. • Pharmaceutical preparations
THIS PATENT SECURITY AGREEMENT (the “Agreement”) made as of this 14th day of October, 2024, by Incannex Healthcare Pty Ltd, an Australian proprietary limited company (previously Incannex Healthcare Limited) (“Grantor”), in favor of each grantee identified on the signature page hereto (herein, “Grantees”):
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • November 6th, 2024 • Incannex Healthcare Inc. • Pharmaceutical preparations
THIS TRADEMARK SECURITY AGREEMENT (the “Agreement”) made as of this 14th day of October, 2024, by Incannex Healthcare Pty Ltd (previously Incannex Healthcare Limited), an Australian proprietary limited company (“Grantor”), in favor of each grantee identified on the signature page hereto (herein, “Grantees”):
EMPLOYMENT AGREEMENTEmployment Agreement • October 24th, 2024 • Incannex Healthcare Inc. • Pharmaceutical preparations • Florida
This Employment Agreement (this “Agreement”) is effective as of October 21, 2024 (the “Effective Date”) by and between Incannex Healthcare, Inc. a Delaware corporation (the “Company”), and Lou Barbato (“Employee”). The Company and Employee may hereinafter collectively be referred to the the “Parties,” and individually referred to as a “Party.”
INCANNEX HEALTHCARE LIMITED UNDERWRITING AGREEMENT [●] American Depositary Shares representing [●] Ordinary SharesUnderwriting Agreement • November 23rd, 2021 • Incannex Healthcare LTD • Pharmaceutical preparations • New York
The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), dated as of [•], 2021, among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and holders from time to time of the American Depositary Receipts (“ADRs”) issued by the Depositary and evidencing the ADSs. The ADSs will initially represent the right to receive the Ordinary Shares deposited pursuant to the Deposit Agreement.
GUARANTEEGuarantee • November 6th, 2024 • Incannex Healthcare Inc. • Pharmaceutical preparations • New York
GUARANTEE (the “Guarantee”), dated as of October 14, 2024, by the Guarantors (as defined below) in favor of the Purchasers (as defined below).
Share Sale and Purchase Agreement betweenShare Sale and Purchase Agreement • October 28th, 2022 • Incannex Healthcare LTD • Pharmaceutical preparations • Victoria
B The Sellers have agreed to sell all legal and beneficial interests in the Sale Shares to the Buyer and the Buyer has agreed to buy all legal and beneficial interests in the Sale Shares from the Sellers on the basis set out in this Agreement.
WARRANT AGENCY AGREEMENTWarrant Agent Agreement • September 30th, 2024 • Incannex Healthcare Inc. • Pharmaceutical preparations • New York
IN WITNESS WHEREOF, the parties hereto have caused this Warrant Certificate to be duly executed as of the date first written above.
Deed of Amendment and RestatementDeed of Amendment and Restatement • November 29th, 2023 • Incannex Healthcare LTD • Pharmaceutical preparations • Victoria
B On or around the time US HoldCo entered into the SID, US HoldCo also entered into a share scheme deed poll (in the form set out in schedule 4 of the SID) (SSDP) and an option scheme deed poll (in the form set out in schedule 6 of the SID) (OSDP and collectively with the SSDP, the DPs).
