SUBSCRIPTION AGREEMENTSubscription Agreement • July 20th, 2017 • NEUROONE MEDICAL TECHNOLOGIES Corp • Patent owners & lessors • Delaware
This Subscription Agreement (this “Agreement”) is made as of November 21, 2016, by and among NeuroOne, Inc., a Delaware corporation (the “Company”), and the subscribers identified on the signature pages hereto (each, a “Subscriber” and collectively, the “Subscribers”).
NEUROONE, INC. CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • July 20th, 2017 • NEUROONE MEDICAL TECHNOLOGIES Corp • Patent owners & lessors • Delaware
This Note is a convertible promissory note referred to in that certain Subscription Agreement dated as of November 21, 2016 (the “Subscription Agreement”), or series of like subscription agreements, among the Company and the subscribers named therein, pursuant to which the Company is seeking to raise an aggregate of up to $1,500,000 (or such higher amount as the Company’s Board of Directors shall determine).
Agreement and Plan of Merger and Reorganization By and among: NeuroOne Medical Technologies Corporation, a Delaware corporation; OSOK Acquisition Company, a Delaware corporation; and NeuroOne, Inc., a Delaware corporation. Dated as of July 20, 2017Merger Agreement • July 20th, 2017 • NEUROONE MEDICAL TECHNOLOGIES Corp • Patent owners & lessors • Delaware
This Agreement and Plan of Merger and Reorganization, is made and entered into as of July 20, 2017 (this “Agreement”), by and among NeuroOne Medical Technologies Corporation, a Delaware corporation (“Parent”), OSOK Acquisition Company, a Delaware corporation (“Merger Sub”) and wholly owned subsidiary of Parent, and NeuroOne, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are each a “Party” and referred to collectively herein as the “Parties”. Certain capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
EXCLUSIVE START-UP COMPANY LICENSE AGREEMENTExclusive Start-Up Company License Agreement • July 20th, 2017 • NEUROONE MEDICAL TECHNOLOGIES Corp • Patent owners & lessors
This Exclusive Start-Up Company License Agreement (this “Agreement”) is made effective the 1st day of October, 2014 (the “Effective Date”) by and between the Wisconsin Alumni Research Foundation (“WARF”), a nonstock, nonprofit Wisconsin corporation, and Neuro One, LLC. (“Licensee”), a corporation organized and existing under the laws of Minnesota.
MAYO FOUNDATION FOR MEDICAL EDUCATION AND RESEARCH AMENDED AND RESTATED LICENSE AND DEVELOPMENT AGREEMENTLicense and Development Agreement • July 20th, 2017 • NEUROONE MEDICAL TECHNOLOGIES Corp • Patent owners & lessors • Minnesota
This amended and restated license agreement (“Agreement”) is made this 25th day of May, 2017 (the “Restatement Date”) by and between Mayo Foundation for Medical Education and Research, a Minnesota charitable corporation, located at 200 First Street SW, Rochester, Minnesota 55905-0001 (“MAYO”), and NeuroOne, Inc., a Delaware corporation, f/k/a Neuro One, LLC, a Minnesota limited liability company, having its principal offices at 10006 Liatris Lane, Eden Prairie, MN 55347 (“COMPANY”), each a “Party” and collectively “Parties”. This Agreement amends and restates in its entirety that certain License and Development Agreement between the Parties with an effective date of October 3, 2014 (the “Prior Agreement”), provided however, for purposes of this Agreement, the Effective Date shall remain as of the Prior Agreement and any work done under the Prior Agreement shall be a part of this Agreement.
Separation AND Release AgreementSeparation and Release Agreement • July 20th, 2017 • NEUROONE MEDICAL TECHNOLOGIES Corp • Patent owners & lessors • Minnesota
THIS SEPARATION AND RELEASE AGREEMENT (this “Agreement”) is made by and between NeuroOne, Inc., a Delaware corporation (the “Company”), and Wade Frederickson (“Employee”). NOW, THEREFORE, in consideration of this Agreement and the mutual promises set forth herein, the Parties hereby agree as follows:
AMENDMENT TO EXCLUSIVE START-UP COMPANY LICENSE AGREEMENTExclusive Start-Up Company License Agreement • July 20th, 2017 • NEUROONE MEDICAL TECHNOLOGIES Corp • Patent owners & lessors
This Amendment to Exclusive Start-up Company License Agreement (“Amendment”) is entered into on this 22nd day of February, 2017 (the “Amendment Effective Date”), by and between Wisconsin Alumni Research Foundation (“WARF”), a nonstock, nonprofit Wisconsin corporation, Neuro One LLC (“Former Licensee”), a corporation organized and existing under the laws of Minnesota, and NeuroOne, Inc. (“New Licensee”), a Delaware corporation.
FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTESConvertible Promissory Notes • July 20th, 2017 • NEUROONE MEDICAL TECHNOLOGIES Corp • Patent owners & lessors
This First Amendment to Convertible Promissory Notes (this “Amendment”) is made effective as of December 31, 2016, by and among NeuroOne, Inc., a Delaware corporation (the “Company”), and the holders of the Company’s Convertible Promissory Notes as named on the signature page hereto (collectively, the “Subscribers” and each, without distinction, a “Subscriber”).
FIRST AMENDMENT TO CAPITAL STOCK PURCHASE WARRANTSCapital Stock Purchase Warrants • July 20th, 2017 • NEUROONE MEDICAL TECHNOLOGIES Corp • Patent owners & lessors
This First Amendment to capital Stock Purchase Warrants (this “Amendment”) is made effective as of this 18th day of June, 2017, by and between NeuroOne, Inc., a Delaware corporation (the “Company”), and each of those persons and entities, severally and not jointly, who are holders of the Company’s Capital Stock Purchase Warrants (each, a “Holder” and collectively, the “Holders”).
Employment AgreementEmployment Agreement • July 20th, 2017 • NEUROONE MEDICAL TECHNOLOGIES Corp • Patent owners & lessors • Minnesota
THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and between Neuro One, LLC, a Minnesota limited liability company (the “Company”) and Dave Rosa (the “Employee”) is signed by the Company and the Employee on October 5, 2016 (the “Effective Date”).
NeuroOne, Inc. Subscription AgreementSubscription Agreement • July 20th, 2017 • NEUROONE MEDICAL TECHNOLOGIES Corp • Patent owners & lessors • Delaware
THE SECURITIES OFFERED BY THIS SUBSCRIPTION AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • July 20th, 2017 • NEUROONE MEDICAL TECHNOLOGIES Corp • Patent owners & lessors • Delaware
This Restricted Stock Purchase Agreement (the “Agreement”) is made as of April 10, 2017 by and between NeuroOne, Inc., a Delaware corporation (the “Company”), and Thomas Bachinski (“Purchaser”). Certain capitalized terms used below are defined in the terms and conditions set forth in Exhibit A attached to this Agreement, which are incorporated by reference.
Stockholders Agreement of NeuroOne, Inc. Dated Effective as of October 20, 2016Stockholders Agreement • July 20th, 2017 • NEUROONE MEDICAL TECHNOLOGIES Corp • Patent owners & lessors • Delaware
This Stockholders Agreement (the “Agreement”) is entered into effective as of October 20, 2016 (the “Effective Date”) by and among NeuroOne, Inc., a Delaware corporation (the “Company”), and the holders of the Company’s common stock as listed on Schedule A attached hereto (each, a “Stockholder” and collectively, the “Stockholders”).
