ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • September 10th, 2018 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS ESCROW AGREEMENT, dated as of (“Escrow Agreement”), is by and between SI Securities, LLC (“ SI Securities”), Boustead Securities, LLC (“Boustead”), CNS Pharmaceuticals, Inc., a company incorporated in Delaware (“Issuer”), and The Bryn Mawr Trust Company of Delaware (“BMTC DE”), a Delaware entity, as Escrow Agent hereunder (“Escrow Agent”). Capitalized terms used herein, but not otherwise defined, shall have the meaning set forth in that certain Selected Dealer Agreement by and between Boustead and SI Securities executed prior hereto (the “Selected Dealer Agreement”).
CNS PHARMACEUTICALS, INC. Minimum: 1,000,000 Shares of Common Stock Maximum: 2,500,000 Shares of Common Stock $0.001 par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • September 10th, 2018 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions contained in this Underwriting Agreement (this “Agreement”), to issue and sell a minimum of 1,000,000 shares (the “Minimum Subscription”) and up to a maximum of 2,500,000 shares (the “Maximum Subscription”) of its common stock, $0.001 par value per share (the “Common Stock”), to investors (collectively, the “Investors”) in an initial public offering pursuant to Regulation A through you as underwriter (the “Underwriter”), acting on a best efforts basis only, in connection with such sales. The shares of Common Stock to be sold in this offering up to the Maximum Subscription are referred to herein as the “Shares.” The Shares are more fully described in the Offering Statement (as hereinafter defined). The Company has also agreed to grant the Underwriter an option for a period of 45 days to purchase up to an additional 15% of the total number of Shares being offered in the Offering
OFFERING DEPOSIT ACCOUNT AGENCY AGREEMENTOffering Deposit Account Agency Agreement • September 10th, 2018 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This Offering Deposit Account Agency Agreement (this “Agreement”) is entered into as of _______, 2018, by and between CNS Pharmaceuticals, Inc., a Nevada corporation with its principal office located at 2100 West Loop South, Suite 900, Houston, Texas 77027, (“Issuer”), FinTech Global Markets, Inc., a Delaware corporation with its principal office located at 6 Venture, Suite 265, Irvine, CA 92618 (“Intermediary”) and FinTech Clearing, LLC, a Delaware limited liability company and FINRA registered Broker/Dealer, with its principal office located at 6 Venture, Suite 265, Irvine, CA 92618 (“Deposit Account Agent”). Issuer, Intermediary and Deposit Account Agent shall collectively be referred to as “Parties”.
Form of Warrant Form of Underwriter’s Warrant AgreementUnderwriter’s Warrant Agreement • September 10th, 2018 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 20__ [DATE ON WHICH THE OFFERING IS QUALIFIED]. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 20__ [DATE THAT IS FIVE YEARS FROM THE DATE ON WHICH THE OFFERING IS QUALIFIED].
ContractSublicense Agreement • September 10th, 2018 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • Texas
This SUBLICENSE AGREEMENT (the “Agreement”) effective as of August 31, 2018 (the “Effective Date”) is entered into by and between CNS Pharmaceuticals, Inc. (“CNS”), a Nevada corporation, having a business address of 2575 West Bellfort, Suite 225 Houston, TX 77054 and Animal Lifesciences, LLC (“ALI”), a Nevada limited liability company, having a business address of 8200 Westglen Dr. Houston, TX 77063. CNS and ALI are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
ContractSublicense Agreement • September 10th, 2018 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • Texas
This SUBLICENSE AGREEMENT (the “Agreement”) effective as of August 30, 2018 (the “Effective Date”) is entered into by and between CNS Pharmaceuticals, Inc. (“CNS”), a Nevada corporation, having a business address of 2575 West Bellfort, Suite 225 Houston, TX 77054 and WPD Pharmaceuticals, (“WPD”), a Polish corporation, having a business address of ul. Żwirki i Wigury 101, 02-089 Warszawa. CNS and WPD are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Subscription Agreement of CNS Pharmaceuticals, Inc. Common StockSubscription Agreement • September 10th, 2018 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This subscription (this “Subscription”) is dated , 2018, by and between the investor identified on the signature page hereto (the “Investor”) and CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), whereby the parties agree as follows:
