ContractWarrant Agreement • February 12th, 2016 • Atrinsic, Inc. • Services-business services, nec • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
PROTAGENIC THERAPEUTICS, INC. FORM OF NONQUALIFIED STOCK OPTION AGREEMENT (2006 Stock Plan)Nonqualified Stock Option Agreement • February 12th, 2016 • Atrinsic, Inc. • Services-business services, nec • Delaware
THIS AGREEMENT is entered into by and between Protagenic Therapeutics, Inc., a Delaware corporation (hereinafter the “Company”), and the undersigned employee, consultant of or other provider of services to the Company (hereinafter the “Participant”).
VOTING AGREEMENTVoting Agreement • February 12th, 2016 • Atrinsic, Inc. • Services-business services, nec • New York
This VOTING AGREEMENT (this “Agreement”) is entered into as of February 12, 2016 (the “Effective Date”) by and among Atrinsic, Inc., a Delaware corporation (the “Company”), the parties listed as stockholders of Protagenic Therapeutics, Inc. (the “Protagenic Therapeutics Stockholders”) on the signature pages hereto, and Strategic Bio Partners, LLC (“Strategic”), each such person a “Stockholder” and collectively, the “Stockholders”.
Re: Bridge Loan AgreementBridge Loan Agreement • February 12th, 2016 • Atrinsic, Inc. • Services-business services, nec • New York
This Bridge Agreement (this “Agreement”) is entered into effect on December 23, 2015 (the “Effective Date”), by and between Protagenic Therapeutics Inc, Inc., a Delaware corporation (the “Company”), and Dr. Garo H. Armen (the “Lender”).
Re: Bridge Loan AgreementBridge Loan Agreement • February 12th, 2016 • Atrinsic, Inc. • Services-business services, nec • New York
This Bridge Agreement (this “Agreement”) is entered into effect on May 28, 2015 (the “Effective Date”), by and between Protagenic Therapeutics Inc, Inc., a Delaware corporation (the “Company”), and Dr. Garo H. Armen (the “Lender”).
FIRST AMENDMENT TO TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • February 12th, 2016 • Atrinsic, Inc. • Services-business services, nec • Ontario
THIS FIRST AMENDMENT TO TECHNOLOGY LICENSE AGREEMENT (the “License Amendment”) is made and entered into as of February 18, 2015 by and between THE GOVERNING COUNCIL OF THE UNIVERSITY OF TORONTO (“UT’’), a corporation vested with the government, management and control of the University of Toronto by the University of Toronto Act, 1971 and having offices at Banting Institute, 100 College Street, Suite 413, Toronto, Ontario, Canada, M5G 1L5 and PROTAGENIC TIIERAPEUTICS, INC. a corporation incorporated under the laws of Delaware and having a principal place of business at 149 5th Avenue, Suite 500, New York, NY 10010, U.S.A. (“Licensee”).
Re: Bridge Loan AgreementBridge Loan Agreement • February 12th, 2016 • Atrinsic, Inc. • Services-business services, nec • New York
This Bridge Agreement (this “Agreement”) is entered into effect on September 1, 2015 (the “Effective Date”), by and between Protagenic Therapeutics Inc, Inc., a Delaware corporation (the “Company”), and Dr. Garo H. Armen (the “Lender”).
MOMSPOT SPLIT-OFF AGREEMENTSplit-Off Agreement • February 12th, 2016 • Atrinsic, Inc. • Services-business services, nec • New York
This SPLIT-OFF AGREEMENT, dated as of February 12, 2016 (this “Agreement”), is entered into by and among (i) Atrinsic, Inc., a Delaware corporation (the “Seller”), (ii) B.E. Global LLC (“B.E. Global”), a Delaware limited liability company and (iii) MomSpot LLC, a Delaware limited liability company (“MomSpot”).
AMENDMENT TO THE CONSULTING AGREEMENTConsulting Agreement • February 12th, 2016 • Atrinsic, Inc. • Services-business services, nec • Ontario
THIS CONSULTING AGREEMENT (together with the Business Terms Exhibit, the “Agreement”) made as of January 01, 2009 (the “Effective Date”) is between Protagenic Therapeutics Canada (2006) Inc., Corporation Number 660068- 9 a Ontario corporation with a office address at 2 Carlton Street, Suite No.1307, Toronto, Ontario, M5B 1J3, Canada (“PTCI”) and Dr. Dalia Barsyte having a home address at 149 Baker street, Stouffville, Ontario, L4A 1K6, Canada (Tel: 905.642.4616 (“Consultant”). PTCI desires to have the benefit of Consultant’s knowledge and experience, and Consultant desires to provide consulting services to PTCI, all as provided in this Agreement.
CONSULTING AGREEMENTConsulting Agreement • February 12th, 2016 • Atrinsic, Inc. • Services-business services, nec • Delaware
THIS CONSULTING AGREEMENT (together with the Business Terms Exhibit, the “Agreement”) made as of January 23, 2015 (the “Effective Date”) is between Protagenic Therapeutics, Inc., a Delaware corporation with a office address at 149 5th Avenue, Suite 500, New York, NY 10010, Tel: 212 994 8202, F: 508 734 2177 (“Protagenic”) and Dr. Robert B. Stein having a home address at 155 Ocena Drive East, Suite 4i, Brooklyn, NY 11235 (Tel: 650-283-5834) (“Consultant”). Protagenic desires to have the benefit of Consultant’s knowledge and experience, and Consultant desires to provide consulting services to Protagenic, all as provided in this Agreement.
GENERAL RELEASE AGREEMENTGeneral Release Agreement • February 12th, 2016 • Atrinsic, Inc. • Services-business services, nec • New York
This GENERAL RELEASE AGREEMENT (this “Agreement”), dated as of February 12, 2016, is entered into by and among Atrinsic, Inc., a Delaware corporation (“Seller”), MomSpot LLC, a Delaware limited liability corporation (“MomSpot”), and B.E. Global LLC (the “Buyer”). In consideration of the mutual benefits to be derived from this Agreement, the covenants and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the execution and delivery hereof, the parties hereto hereby agree as follows:
AGREEMENT BETWEEN BRANDT J. MANDIA AND PROTAGENIC THERAPEUTICS, INC.Consulting Agreement • February 12th, 2016 • Atrinsic, Inc. • Services-business services, nec • New York
THIS AGREEMENT is made as of this 4th day of November, 2015, by and between Brandt J. Mandia, an individual (“Consultant”), and Protagenic Therapeutics, Inc., a Delaware corporation (“Protagenic”).
ContractIndemnification & Liability • February 12th, 2016 • Atrinsic, Inc. • Services-business services, nec • New York
This INDEMNITY AGREEMENT, dated as of February 12, 2016 (this “Agreement”), among Atrinsic, Inc. (“Atrinsic”), Strategic Bio Partners, LLC (the “Indemnitor”), Iroquois Master Fund Ltd. (“Iroquois Master”), Iroquois Capital Investment Group (“Iroquois Capital”), and Hudson Bay Master Fund Ltd. and (“Hudson Bay” and together with Iroquois Master and Iroquois Capital, the “Guarantors”).
Re: Bridge Loan AgreementBridge Loan Agreement • February 12th, 2016 • Atrinsic, Inc. • Services-business services, nec • New York
This Bridge Agreement (this “Agreement”) is entered into effect on July 1, 2015 (the “Effective Date”), by and between Protagenic Therapeutics Inc, Inc., a Delaware corporation (the “Company”), and Dr. Garo H. Armen (the “Lender”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AMONG ATRINSIC, INC., a Delaware corporation PROTAGENIC ACQUISITION CORP., a Delaware corporation AND PROTAGENIC THERAPEUTICS, INC., a Delaware corporation February 12, 2016Merger Agreement • February 12th, 2016 • Atrinsic, Inc. • Services-business services, nec • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 12, 2016, by and among Atrinsic, Inc., a Delaware corporation (the “Parent”), Protagenic Acquisition Corp., a newly-formed Delaware corporation and a wholly-owned subsidiary of Parent (the “Acquisition Subsidiary”) and Protagenic Therapeutics, Inc., a Delaware corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • February 12th, 2016 • Atrinsic, Inc. • Services-business services, nec • Ontario
WHEREAS the parties have entered into a Technology License Agreement effective July 21, 2005, as amended, (collectively, the “License Agreement”)
SPLIT-OFF AGREEMENTSplit-Off Agreement • February 12th, 2016 • Atrinsic, Inc. • Services-business services, nec • New York
This SPLIT-OFF AGREEMENT, dated as of February 12, 2016 (this “Agreement”), is entered into by and among (i) Atrinsic, Inc., a Delaware corporation (the “Seller”), and (ii) Quintel Holdings, Inc. (“Buyer”), a Nevada company.
ContractWarrant Agreement • February 12th, 2016 • Atrinsic, Inc. • Services-business services, nec • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • February 12th, 2016 • Atrinsic, Inc. • Services-business services, nec • Ontario
THE UNIVERSITY OF TORONTO INNOVATIONS FOUNDATION, a corporation without share capital incorporated under the laws of the Province of Ontario whose full post office address is Suite 200, 243 College Street, Toronto, Ontario M5T 1 R5, Canada
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 12th, 2016 • Atrinsic, Inc. • Services-business services, nec • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of the 21 day of December, 2015, by and among Mark Berg (the “Seller”), and Alexander K. Arrow (the “Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2016 • Atrinsic, Inc. • Services-business services, nec • Ontario
THIS EMPLOYMENT AGREEMENT (together with the Business Terms Exhibit, the “Agreement”) made as of December 26, 2011 (the “Effective Date”) is between Protagenic Therapeutics Canada (2006) Inc., a Ontario Corporation Number 660068- 9 with a office address at 22 Elkhorn Drive, Suite 424, North York, Ontario, M2K 1J4, Canada; (“PTCI”) and Dr. Robert Ziroyan having an home address at 22 Elkhorn Drive, Apt # 424, North York, ON, M2K 1J4, Canada (Tel:+416.500.3305 (“Employee”). Protagenic Therapeutics Canada Inc. (PTCI) desires to have the benefit of Employee’s knowledge and experience, and Employee desires to provide employment services to PTCI, all as provided in this Agreement. Employee will be working on a full time basis as a President and Chief Operating Officer. It should be noted that the Protagenic Therapeutics Canada (2006) Inc. is subsidiary of Protagenic Therapeutics, Inc. Protagenic Therapeutics, Inc. is incorporated in the state of Delaware, U.S.A.
GENERAL RELEASE AGREEMENTGeneral Release Agreement • February 12th, 2016 • Atrinsic, Inc. • Services-business services, nec • New York
This GENERAL RELEASE AGREEMENT (this “Agreement”), dated as of February 12, 2016, is entered into by and among Atrinsic, Inc., a Delaware corporation (“Seller”) and Quintel Holdings, Inc. (the “Buyer”). In consideration of the mutual benefits to be derived from this Agreement, the covenants and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the execution and delivery hereof, the parties hereto hereby agree as follows:
AMENDING AGREEMENTTechnology License Agreement • February 12th, 2016 • Atrinsic, Inc. • Services-business services, nec • Ontario
WHEREAS the Parties entered into a Technology License Agreement effective July 21, 2005, as amended, (collectively, the “License Agreement”)
PREFERRED STOCK EXCHANGE AGREEMENTPreferred Stock Exchange Agreement • February 12th, 2016 • Atrinsic, Inc. • Services-business services, nec • New York
EXCHANGE AGREEMENT (this “Agreement”), dated as of February 12, 2016, by and among Atrinsic, Inc. (the “Company”) and each investor that is a signatory to this Agreement (together, the “Investors”).
INVESTOR NOTE EXCHANGE AGREEMENTInvestor Note Exchange Agreement • February 12th, 2016 • Atrinsic, Inc. • Services-business services, nec • New York
EXCHANGE AGREEMENT (this “Agreement”), dated as of February 12, 2016, by and among Atrinsic, Inc. (the “Company”) and each investor that is a signatory to this Agreement (together, the “Investors”).
