REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 16th, 2021 • Synaptogenix, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 14, 2021, between Synaptogenix, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
FORM OF BROKER WARRANT SYNAPTOGENIX, INC.Security Agreement • June 16th, 2021 • Synaptogenix, Inc. • Pharmaceutical preparations
THIS COMMON STOCK 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 June [ ], 2021 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June [ ], 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Synaptogenix, Inc., a Delaware 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).
FORM OF SERIES G PRE-FUNDED COMMON STOCK PURCHASE WARRANT SYNAPTOGENIX, INC.Security Agreement • June 16th, 2021 • Synaptogenix, Inc. • Pharmaceutical preparations
THIS SERIES G PRE-FUNDED COMMON STOCK 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 June [ ], 2021 (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Synaptogenix, Inc., a Delaware 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 16th, 2021 • Synaptogenix, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 14, 2021, between Synaptogenix, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
KATALYST SECURITIES LLCPlacement Agent Agreement • June 16th, 2021 • Synaptogenix, Inc. • Pharmaceutical preparations • New York
This letter (the “Agreement”) constitutes our understanding with respect to the engagement of Katalyst Securities LLC (“Katalyst”), registered broker dealer and member of the Financial Industry Regulatory Authority (“FINRA”) and SIPC, by Synaptogenix, Inc., a publicly traded corporation duly organized under the laws of the State of Delaware (the “Company”), to act as a non-exclusive placement agent (the “Placement Agent”) in connection with the private placement of securities of the Company (the “Securities”) (the “Offering”). The Offering will raise up to a total of $12,500,000 (the “Offering Amount”) from the sale of (i) an aggregate of 1,656,287 shares of the Company’s common stock (the “Common Stock”), par value $0.0001 per share (each a “Share”), (ii) Series G warrants to purchase up to an aggregate of 1,656,287 shares of Common Stock, with a term of five (5) years from the date of effectiveness of the registration statement and an exercise price of $8.51. Each Share and Series G
