ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTEConvertible Security Agreement • October 19th, 2022 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations
THIS ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE is duly authorized and validly issued at a 10% original issue discount by Bullfrog AI Holdings, Inc., a Nevada corporation (the “Company”) (the “Note”).
COMMON STOCK PURCHASE WARRANTSecurities Agreement • October 19th, 2022 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, <HOLDER>., 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 fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullfrog AI Holdings, Inc., a Nevada corporation (the “Company”), up to <WARRANT SHARES> shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant issued pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) entered into as of the Initial Exercise Date between the Company and the initial Holder.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • October 19th, 2022 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations • New York
This Warrant Agent Agreement (this “Warrant Agreement”), dated as of October [__], 2022 (the “Issuance Date”) between Bullfrog AI Holdings, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and VStock Transfer, LLC, a California limited liability company (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 19th, 2022 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April [*], 2022, by and between BullFrog AI Holdings, Inc., a Nevada corporation (the “Company”), and each lender party that executes the signature page hereto as a purchaser (each, a “Purchaser” and collectively, the “Purchasers”).
BULLFROG AI HOLDINGS, INC. UNDERWRITING AGREEMENT [*] Units Consisting of [*] Shares of Common Stock, And Warrants to Purchase [*] Shares of Common StockUnderwriting Agreement • October 19th, 2022 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations • New York
BULLFROG AI HOLDINGS, INC., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom WallachBeth Capital, LLC is acting as Representative (the “Representative”), an aggregate of [*] Units (the “Firm Units”), each Firm Unit consisting of: (i) one share of the Company’s common stock, $0.00001 par value per share (the “Common Stock”); (ii) one warrant to purchase one share of Common Stock (the “Purchase Warrants”). The [*] shares of Common Stock referred to in this Section are hereinafter referred to as the “Firm Shares” and the Purchase Warrants to purchase [*] shares of Common Stock are hereinafter referred to as the “Firm Warrants,” and together with the Firm Units and the Firm Shares, the “Firm Securities.” The Firm Warrants shall be issued pursuant to and shall have the rights and privileges set forth in, a warrant agen
LICENSE AGREEMENTLicense Agreement • October 19th, 2022 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations • Maryland
This license agreement (the “Agreement”) is entered into and made effective as of July 8, 2022 (the “Effective Date”) between The Johns Hopkins University Applied Physics Laboratory LLC, a Maryland limited liability company, having business offices at 11100 Johns Hopkins Road, Laurel, Maryland 20723 (“APL”) and BullfrogAI, Inc., a Delaware corporation having business offices at P.O. Box 336, Boyds, Maryland 20841 (“Licensee”). For purposes of this Agreement, APL and Licensee may be individually referred to as a “Party,” and collectively referred to as the “Parties.”
EXCHANGE AGREEMENTExchange Agreement • October 19th, 2022 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations
This Exchange Agreement is made this 2nd day of June, 2020 by and between Bullfrog AI Holdings, Inc. a Nevada corporation (“Holdings”), and Vininder (Vin) Singh.
Gerald R. Newman & AssociatesBusiness Services Development Agreement • October 19th, 2022 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations • California
This Business Services Development Agreement (the “Agreement”) confirms the terms and conditions of the engagement of Gerald R. Newman, (“CONSULTANT”) by BullFrog AI Holdings, Inc., a Delaware Corporation (the “Company”) to render certain professional services to the Company.
