REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 24th, 2015 • 2304101 Ontario Inc.
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June __, 2015 between 2304101 Ontario Inc., an Ontario corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT 2304101 Ontario Inc.Security Agreement • September 24th, 2015 • 2304101 Ontario Inc.
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 the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) to subscribe for and purchase from 2304101 ONTARIO INC., an Ontario corporation (the “Company”), up to __________________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock; provided, however, in the event that the number of shares of Common Stock reserved for the issuance of the Warrant Shares is less than the maximum number of Warrant Shares issuable upon exercise of this Warrant, the Termination Date shall be tolled and extended until and to the extent that the Company has reserved such aggregate number of shares
SECURED CONVERTIBLE NOTE DUE JULY ___, 2017Convertible Security Agreement • September 24th, 2015 • 2304101 Ontario Inc. • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of 2304101 ONTARIO INC., an Ontario corporation, (the “Borrower”), having its principal place of business at 100 College Street, Suite 213, Toronto, ON M5G 1L5, Fax: (800) 887-5525, due July ___, 2017 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 24th, 2015 • 2304101 Ontario Inc. • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 7, 2015, between 2304101 Ontario Inc. (operating as Behavioural Neurological Applications and Solutions), an Ontario corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
STOCK OPTION AGREEMENTStock Option Agreement • September 24th, 2015 • 2304101 Ontario Inc. • Ontario
2304101 ONTARIO INC. o/a Behavioural Neurological Applications and Solutions, a corporation incorporated and existing under the laws of the Province of Ontario (the "Company")
ESCROW AGREEMENTEscrow Agreement • September 24th, 2015 • 2304101 Ontario Inc. • New York
This Agreement is dated as of the 7th day of July, 2015 among 2304101 Ontario Inc. (operating as Behavioural Neurological Applications and Solutions), an Ontario corporation (the “Company”), the parties identified on Schedule A hereto (each a “Purchasers”, and collectively “Purchasers”), and Grushko & Mittman, P.C. (the “Escrow Agent”):
CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • September 24th, 2015 • 2304101 Ontario Inc. • Ontario
This Convertible Loan Agreement (this “Agreement”) is made and entered into as of this __ day of _________, 2014 (the “Effective Date”) by and among 2304101 Ontario Inc.., operating as Behavioural Neurological Applications and Solutions of 100 College Street, Suite 213, Toronto, ON M5G 1L5 (the “Company”), and those persons and entities listed in Exhibit A (each, a “Lender”, and collectively, the “Lenders”). Except as expressly provided in this Agreement, each such Lender's undertakings and obligations hereunder are made separately and independently to the other Lenders' obligations and undertakings set out herein.
SOFTWARE LICENSE AGREEMENTSoftware License Agreement • September 24th, 2015 • 2304101 Ontario Inc.
THIS SOFTWARE LICENSE AGREEMENT (the “Agreement”) is made as of December 9, 2014 (the “Effective Date”) by and between Pear Therapeutics, Inc. (“Pear”), a Delaware corporation having its principal place of business at 55 Temple Place, Floor 3, Boston MA 02111, and Behavioural Neurological Applications and Solutions Inc. (“Licensor”), having his principal place of business at 100 College Street, Suite 213, Toronto, ON M5G 1L5.
GENERAL SECURITY AGREEMENT Non-ConsumerGeneral Security Agreement • September 24th, 2015 • 2304101 Ontario Inc. • Ontario
FROM: 2304101 Ontario Inc. (operating as Behavioural Neurological Applications and Solutions), an Ontario corporation (the "Debtor")
Behavioural Neurological Application and Solutions Toronto, ON M5G 1L5 Re: Service Agreement for the “Cognitive Restructuring in ADHD: Functional Training” Project Dear Mr. Woodrow:Memorandum of Understanding • September 24th, 2015 • 2304101 Ontario Inc.
We are very excited to be working with your organization on this groundbreaking project. Understandably all the details of our relationship cannot be effectively articulated at this point, however it is in all party’s interest to commence the development of the project immediately. The purpose of this Memorandum of Understanding (“MOU”) is to outline certain terms of the proposed collaboration and mutual intent of Sticky Brain Studios Inc. (“SBS”) and Behavioural Neurological Application and Solutions (“BNAS”) in developing and producing an interactive digital media property for use by BNAS and their clients (the “Game”). This MOU will set the groundwork for a long form agreement which will further detail the relationship between the parties and the terms for the eventual commercialization of the Game.
LOCK-UP AGREEMENTLock-Up Agreement • September 24th, 2015 • 2304101 Ontario Inc. • New York
The undersigned is a beneficial owner of shares of capital stock, or securities convertible into or exercisable or exchangeable for the capital stock as more fully described on Schedule A hereto (each, a “Company Security”) of 2304101 Ontario Inc. (operating as Behavioural Neurological Applications and Solutions), an Ontario corporation (the “Company”). Except as set forth on Schedule A hereto, the undersigned does not control, or own, beneficially or otherwise nor have the right to acquire any other Company Security. Beneficial ownership includes but shall not be limited to the manner same is calculated pursuant to Section 13(d) under the Securities Exchange Act of 1934 (the “Exchange Act”). The undersigned understands that the Company and the initial purchasers of the Company’s convertible Notes and Warrants pursuant to a Securities Purchase Agreement and other Transaction Documents (as defined in the Securities Purchase Agreement) as identified therein (“Initial Purchasers”) are ent
