UNDERWRITING AGREEMENT between INHIBIKASE THERAPEUTICS, INC and THINKEQUITY, A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters INHIBIKASE THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 23rd, 2020 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
The undersigned, Inhibikase Therapeutics, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
INHIBIKASE THERAPEUTICS, INC. INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENTIndemnification Agreement • July 23rd, 2020 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [●], 2020 between Inhibikase Therapeutics, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • July 23rd, 2020 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS WARRANT TO PURCHASE COMMON STOCK (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 ____, 202[__], which is six months from the Effective Date (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from INHIBIKASE THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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).
EMPLOYMENT AGREEMENTEmployment Agreement • July 23rd, 2020 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”), effective as of the closing of the initial public offering (the “Effective Date”) of Inhibikase Therapeutics, Inc., a Delaware corporation, with its principal place of business located at 3350 Riverwood Parkway, Suite 1900, Atlanta, Georgia 30339 (the “Company”) is entered into by and between Milton H. Werner, Ph.D., an individual currently residing at 874 Birds ML SE, Marietta, Georgia, 30067 (“Executive”) and the Company. Except as otherwise defined herein, capitalized terms and phrases shall have the meaning ascribed thereto in Section 13 of this Agreement.
ContractGeneral Terms and Conditions • July 23rd, 2020 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances)
These General Terms and Conditions apply to Office/Co-Working, Virtual Office and Membership agreements for services We supply to You.
WARRANTWarrant Agreement • July 23rd, 2020 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.
June 15, 2018 Joseph Ventures Allium LLC c/o Michael P. Ross New York, NY 10024-1593 Re: Side LetterSide Letter • July 23rd, 2020 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances)
Reference is made to that certain Subscription Agreement (the “Subscription Agreement”) between Inhibikase Therapeutics, Inc. (the “Company”) and Joseph Ventures Allium LLC (the “Subscriber”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Subscription Agreement.
INHIBIKASE THERAPEUTICS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • July 23rd, 2020 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This EMPLOYMENT AGREEMENT (hereinafter referred to as this “Agreement”) is dated October 24, 2018, with the intent that it be effective as of and from the Effective Date (defined below), by and between INHIBIKASE THERAPEUTICS (the “Company”), and Joseph Frattaroli (the “Employee”).
RESTATED AGREEMENT TORestated Agreement to Repay Individual Loan • July 23rd, 2020 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances) • Georgia
THE AGREEMENT TO REPAY AN INDIVIDUAL LOAN (the “Agreement”) that was initially entered into on the 5th of February, 2020 is RESTATED this 13th day of June, 2020 (the “Effective Date”), into by and between Inhibikase Therapeutics, Inc., a Delaware corporation (“Corporation”) and Milton H. Werner, Ph.D., individually a resident of the State of Georgia (“the Individual“).
iNHiBIKASE THERAPEUTICS FIRST AMENDMENT TO COLLABORATIVE RESEARCH AND DEVELOPMENT AGREEMENTCollaborative Research and Development Agreement • July 23rd, 2020 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO THE COLLABORATIVE RESEARCH AND DEVELOPMENT AGREEMENT (“Agreement”) is entered into with an effective date as of the 5th day of October 2012 (the “Amendment Effective Date”) by and among, on the one hand, Inhibikase Therapeutics, Inc., a Delaware corporation, with offices located at 3350 Riverwood Parkway, Suite 1927, Atlanta, Georgia (the “Company”) and, on the other hand, Sphaera Pharma Pte. Ltd., a company incorporated under the laws of Singapore with its registered office at 8 Temasek Boulevard, #22-03 Suntec Tower 3, Singapore 038988 (“Sphaera Singapore”) and Sphaera Phanna Pvt. Ltd., with its registered office at E-375, First Floor, Greater Kailash-II, New Delhi-110048, INDIA (“Sphaera India”)(together with Sphaera Singapore, hereinafter referred to as “Sphaera Pharma”). (Company and Sphaera Pharma shall be referred to individually as a “Party” and collectively as the “Parties.”) Except as otherwise provided in this Agreement, capitalized terms and phrases
InhiBIkase Therapeutics COLLABORATIVE RESEARCH AND DEvELOPMENT AGREEMENTCollaborative Research and Development Agreement • July 23rd, 2020 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS COLLABORATIVE RESEARCH AND DEVELOPMENT AGREEMENT (“Agreement”) is entered into with an effective date as of this 29th day of February 2012, by and among, on the one hand. Inhibikase Therapeutics, Inc., a Delaware corporation, with offices located at 3350 Riverwood Parkway. Suite 1927, Atlanta. Georgia (the “Company”) and. on the other hand. Sphaera Pharma Pte, Ltd., a company incorporated under the laws of Singapore with its registered office at 8 Temasek Boulevard. #22-03 Suntec Tower 3, Singapore 038988 (“Sphaera Singapore”) and Sphaera Pharma Pvt. Ltd., Plot No. 32, Sector 5, IMT Manesar Haryana 122051, India (“Sphaera India”) (together with Sphaera Singapore, hereinafter referred to as “Sphaera Pharma”). (Company and Sphaera Pharma shall be referred to individually as a “Party” and collectively as the “Parties.”)
Inhibikase Therapeutics, Inc. Employment Agreement Milton H. Werner, Ph.D.Employment Agreement • July 23rd, 2020 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances) • Georgia
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of April 1, 2014 (the “Effective Date”) is entered into by and between Milton H. Werner, Ph.D., an individual currently residing at 874 Birds ML SE, Marietta, Georgia, 30067 (“Executive”), and Inhibikase Therapeutics, Inc., a Delaware corporation, with its principal place of business located at 3350 Riverwood Parkway, Suite 1900, Atlanta, Georgia 30339 (the “Company”). Except as otherwise defined herein, capitalized terms and phrases shall have the meaning ascribed thereto in Section 14 of this Agreement.
INHIBIKASE THERAPEUTICS, INC CONSULTING AGREEMENTConsulting Agreement • July 23rd, 2020 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances) • Georgia
CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of the date indicated below (the “Effective Date”) between Inhibikase Therapeutics, Inc., a Delaware C Corporation (“Company”), and [NAME] (the “Consultant”). Company and Consultant are sometimes collectively referred to in this Agreement as the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • July 23rd, 2020 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances) • Georgia
This Subscription Agreement (this “Agreement”) is being delivered to the subscriber identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in the Common Stock, $[PRICE] per share, of Inhibikase Therapeutics, Inc., a Delaware corporation (the “Company”).
LICENSE AGREEMENT by and between EMORY UNIVERSITY and INHIBIKASE THERAPEUTICS, INC.License Agreement • July 23rd, 2020 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances) • Georgia
WARRANTWarrant Agreement • July 23rd, 2020 • Inhibikase Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.
