WARRANT TO PURCHASE COMMON STOCK OF NEURO-HITECH, INC.Neuro-Hitech Pharmaceuticals Inc • December 5th, 2006 • Pharmaceutical preparations • Delaware
This certifies that in connection with the Merger Agreement (as defined below), _______ is entitled, subject to the terms and conditions of this Warrant, to purchase from Neuro-Hitech, Inc., a Delaware corporation (the “Company”), at any time prior to November 29, 2016 (the “Expiration Date”) up to _________ shares of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”) at a price per share equal to the Warrant Price (as defined below), upon surrender of this Warrant at the principal offices of the Company, together with a duly executed subscription form in the form attached hereto as Exhibit 1 and simultaneous payment of the full Warrant Price for the shares of Common Stock so purchased in lawful money of the United States, or as otherwise provided herein. The Warrant Price and the number and character of shares of Common Stock purchasable under this Warrant are subject to adjustment as provided herein.
NEURO-HITECH, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 5th, 2006 • Neuro-Hitech Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 29, 2006 (the “Effective Date”), by and among Neuro-Hitech, Inc., a Delaware corporation (the “Corporation”) and Dr. David Dantzker, as “Representative” of the parties listed on Exhibit A attached hereto (the “Stakeholders”).
CONSULTANT AGREEMENTConsultant Agreement • December 5th, 2006 • Neuro-Hitech Pharmaceuticals Inc • Pharmaceutical preparations • New York
This Agreement (the “Agreement”) is made in New York, New York as of November 29, 2006 by and between Neuro-Hitech, Inc., One Penn Plaza, Suite 1503, New York, New York 10119 (“NHI”), and D.F. Weaver Medical, Inc., with a principle place of business at 11 Falcon Pl, Halifax, Nova Scotia B3M 3R4, Donald F. Weaver, Principal Consultant (“Consultant”). The Agreement shall become effective as of the closing of the Merger (defined below).
NEURO-HITECH, INC. REGISTRATION RIGHTS AGREEMENT NOVEMBER 29, 2006Registration Rights Agreement • December 5th, 2006 • Neuro-Hitech Pharmaceuticals Inc • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “AGREEMENT”) is made as of November 29, 2006, between Neuro-Hitech, Inc., a Delaware corporation (the “COMPANY”), and the individuals and entities listed on Schedule A hereto (each, an “INVESTOR” and collectively, the “INVESTORS”).
NEURO-HITECH, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 5th, 2006 • Neuro-Hitech Pharmaceuticals Inc • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 5th, 2006 • Neuro-Hitech Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is entered into as of November 16, 2006, by and among Neuro-Hitech, Inc., f/k/a Neuro-Hitech Pharmaceuticals, Inc., a Delaware corporation (“Buyer”), QA Acquisition Corp., a Delaware corporation (“Buyer Sub”), QA Merger LLC, a Delaware limited liability company (“Buyer LLC”), Q-RNA, Inc., a Delaware corporation (“Company”) and Dr. David Dantzker, as the proposed “Representative” of the Company security holders listed hereto on Exhibit A (the “Company Securityholders”).
NEURO-HITECH, INC. STOCK PURCHASE WARRANTNeuro-Hitech Pharmaceuticals Inc • December 5th, 2006 • Pharmaceutical preparations • New York
This certifies that in connection with the Purchase Agreement (as defined below), _______ (the “Investor”) is entitled, subject to the terms and conditions of this Warrant, to purchase from Neuro-Hitech, Inc., a Delaware corporation (the “Company”) at any time prior to the earlier to occur of (a) a Change of Control or (b) November 29, 2011 (the “Expiration Date”), all or any portion of the Warrant Shares (as defined below) at the per share exercise price set forth below (the “Warrant Price”) (each as adjusted pursuant to Section 4 hereof), subject to the provisions and upon the terms and conditions hereinafter set forth, upon surrender of this Warrant at the principal offices of the Company, together with a duly executed subscription form in the form attached hereto as Exhibit 1 and simultaneous payment of the full Warrant Price for the shares of Common Stock so purchased in lawful money of the United States, or as otherwise provided herein.
