CONSULTING AGREEMENTConsulting Agreement • June 11th, 2008 • Neuro-Hitech, Inc. • Pharmaceutical preparations
THIS CONSULTING AGREEMENT (this “Agreement”) is dated as of June 6, 2008, by and between Neuro-Hitech, Inc., a Delaware corporation (the “Company”) and David Ambrose (“Ambrose”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 11th, 2008 • Neuro-Hitech, Inc. • Pharmaceutical preparations • New York
THIS EMPLOYMENT AGREEMENT is made and entered into as of this 6th day of June, 2008, by and between NEURO-HITECH, INC., a Delaware corporation with offices at One Penn Plaza, Suite 1503, New York, NY 10019 (the “Corporation”), and Matthew E. Colpoys, Jr., an individual residing at 7 Brentwood Common, Orchard Park, NY, 14127 (the “Employee”), under the following circumstances:
AMENDED AND RESTATED STOCK PURCHASE AGREEMENT AMONG GKI ACQUISITION CORPORATION NEURO-HITECH, INC. AND DAVID AMBROSEStock Purchase Agreement • June 11th, 2008 • Neuro-Hitech, Inc. • Pharmaceutical preparations • Delaware
This Amended and Restated Stock Purchase Agreement (this “Agreement”) is entered into on and as of June 6, 2008, by and among GKI Acquisition Corporation, a Delaware corporation (the “Buyer”), Neuro-Hitech, Inc., a Delaware corporation (“PubCo”), and David Ambrose (the “Seller”). The Buyer, PubCo and the Seller are referred to collectively herein as the “Parties.”
RESIGNATION AGREEMENT AND MUTUAL RELEASEResignation Agreement and Mutual Release • June 11th, 2008 • Neuro-Hitech, Inc. • Pharmaceutical preparations • New York
This Resignation Agreement and Mutual Release (the “Agreement”) is entered into this 5th day of June, 2008, by and between Neuro-Hitech, Inc., a Delaware corporation (“Employer” or “Company”), and Gary Shearman (“Employee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 11th, 2008 • Neuro-Hitech, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of the date of the signature of the Company set forth on the signature pages hereof, by and among NEURO-HITECH, INC., a Delaware corporation, with its principal offices at One Penn Plaza, Suite 1503, New York, New York 10019 (the “Company”), and each person identified as an Investor on the signature pages hereto (each, an “Investor” and collectively, the “Investors”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 11th, 2008 • Neuro-Hitech, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is entered into as of June 5, 2008, by and among Neuro-Hitech, Inc., a Delaware corporation (“Buyer”), GKI Acquisition Sub, Inc., a Delaware corporation (“Buyer Sub”), a wholly-owned subsidiary of Buyer, GKI Acquisition Corporation, a Delaware corporation (“GKI”) and Timothy J. Ryan, Matthew Colpoys and Phillip J. Young, the stockholders of GKI (the “Stockholders”).
