COMMON STOCK PURCHASE WARRANT qualigen, inc.Qualigen Therapeutics, Inc. • May 29th, 2020 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alpha Capital Anstalt 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 issuance date of this Warrant (the “Initial Exercisability Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth anniversary of the Initial Exercisability Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Qualigen, Inc., a Delaware corporation (the “Company”), up to a number of shares of Common Stock calculated such that the number of shares of Common Stock underlying the Warrant would, after giving effect to the completion of the Merger and the assumption of the Warrant by Parent in connection with the Merger, be exercisable for shares of Common Stock of Parent representing 1% of the immediately-post-Merger shares of Common Stock of Parent on a fully-diluted b
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 29th, 2020 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 20, 2020 between Qualigen, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT qualigen THERAPEUTICS, inc.Qualigen Therapeutics, Inc. • May 29th, 2020 • Pharmaceutical preparations • New York
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 first set forth above (the “Initial Exercisability Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth anniversary of the day which is 183 days before the Initial Exercisability Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Qualigen Therapeutics, Inc., a Delaware corporation (the “Company”), up to a number of shares of Common Stock calculated such that the number of shares of Common Stock underlying the Warrant would, after giving effect to the completion of the Merger and the assumption of the associated Qualigen, Inc. warrant by the Company in connection with the Merger, be exercisable for shares of Common Stock of the Company representing __/__ of 3% of t
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 29th, 2020 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations • California
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of February 1, 2017 (the “Effective Date”), by and between Qualigen, Inc., a Delaware corporation with its principal office at 2042 Corte Del Nogal, Carlsbad, CA 92011 USA (the “Company”), and Shishir K. Sinha (the “Executive”), whose address is 8054 Paseo Avellano, Carlsbad, CA 92009.
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • May 29th, 2020 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of May 22, 2020 (this “Agreement”), is entered into by and among Ritter Pharmaceuticals, Inc., a Delaware corporation (“Parent”), John Beck in his capacity as the initial CVR Holders’ Representative (the “CVR Holders’ Representative”) and Andrew Ritter in his capacity as a consultant to Parent (“Consultant”).
lock-up agreementLock-Up Agreement • May 29th, 2020 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Lock-Up Agreement (this “Agreement”) is executed in connection with the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among Ritter Pharmaceuticals, Inc. (“Parent”), RP Merger Sub, Inc. (“Merger Sub”), and Qualigen, Inc. (“Company”), dated as of January 15, 2020, as thereafter amended. Capitalized terms used herein but not defined will have the meanings ascribed to such terms in the Merger Agreement.
CONSULTING AGREEMENTConsulting Agreement • May 29th, 2020 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations • California
This Consulting Agreement (the “Agreement”) is entered into as of this 22nd day of May, 2020 (the “Effective Date”) by and between Qualigen Therapeutics, Inc. (formerly known as Ritter Pharmaceuticals, Inc.), at 2042 Corte Del Nogal, Carlsbad, California 92011 (the “Company”), and CFB Financial, Inc., at 2360 Nabal Street, Escondido, California 92025 (“Consultant”). Company and the Consultant are collectively referred to herein as the “Parties.”
Consulting AgreementConsulting Agreement • May 29th, 2020 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations • Florida
This Consulting Agreement (the “Agreement”), dated as of August 22, 2018, confirms our understanding with respect to the engagement of GreenBlock Capital LLC, located at 420 Royal Palm Way Palm Beach, Florida 33480 (“Consultant”) to serve as strategic advisor with respect to the matters set forth herein to Qualigen, Inc. (the “Company”).
AMENDMENT NO. 2 TO CONSULTING AGREEMENTConsulting Agreement • May 29th, 2020 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations
This Amendment No. 2 to Consulting Agreement (this “Amendment”), dated as of May 3, 2020, amends that certain Consulting Agreement dated August 22, 2018 (as previously amended on March 6, 2020, the “Agreement”) by and between Qualigen, Inc. (the “Company”) and GreenBlock Capital LLC (“Consultant”).
AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • May 29th, 2020 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations
This Amendment to Consulting Agreement (this “Amendment”), dated as of March 6, 2020, amends that certain Consulting Agreement dated August 22, 2018 (the “Agreement”) by and between Qualigen, Inc. (the “Company”) and GreenBlock Capital LLC (“Consultant”).
CONSULTING AGREEMENTConsulting Agreement • May 29th, 2020 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations • California
This Consulting Agreement (the “Agreement”) is entered into as of this 22nd day of May, 2020 (the “Effective Date”) by and between Qualigen Therapeutics, Inc. (formerly known as Ritter Pharmaceuticals, Inc.), at 2042 Corte Del Nogal, Carlsbad, California 92011 (the “Company”), and Andrew J. Ritter, at 2800 W. Oxnard St. # 250, Woodland Hills, CA 91367 (“Consultant”). Company and the Consultant are collectively referred to herein as the “Parties.”
Qualigen, Inc. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 29th, 2020 • Qualigen Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”), dated as of ______, 20__, is entered into between Qualigen, Inc., a Delaware corporation (the “Company”), and [____________] (“Indemnitee”).
