Neuro-Hitech, Inc. Sample Contracts

Exhibit 10.4 MARCO HI-TECH JV LTD. REGISTRATION RIGHTS AGREEMENT JANUARY 5, 2006 TABLE OF CONTENTS
Registration Rights Agreement • January 30th, 2006 • Northern Way Resources, Inc. • Metal mining • Delaware
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WARRANT
Northern Way Resources, Inc. • January 30th, 2006 • Metal mining
RECITALS:
Indemnification Agreement • January 30th, 2006 • Northern Way Resources, Inc. • Metal mining • Delaware
NEURO-HITECH, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Director and Officer Indemnification Agreement • August 29th, 2007 • Neuro-Hitech, Inc. • Pharmaceutical preparations • Delaware

This Director and Officer Indemnification Agreement, dated as of August 22, 2007 (this “AGREEMENT”), is made by and between Neuro-Hitech, Inc., a Delaware corporation (the “COMPANY”), and Gary Shearman (the “INDEMNITEE”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 11th, 2007 • Neuro-Hitech, Inc. • Pharmaceutical preparations • New York

THIS EMPLOYMENT AGREEMENT dated as of December 7, 2007 (the “Agreement”), is by and between Neuro-Hitech, Inc., a Delaware corporation (the “Company”) and David Barrett (“Executive”). The Company and Executive will be referred to collectively as the “Parties” and may each be referred to individually as a “Party”.

Exhibit 2.1 AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Northern Way Resources, Inc. • January 30th, 2006 • Metal mining • Delaware
BETWEEN
Clinical Research Agreement • January 30th, 2006 • Northern Way Resources, Inc. • Metal mining • California
STOCK AND WARRANT PURCHASE AGREEMENT
Stock and Warrant Purchase Agreement • December 19th, 2007 • Neuro-Hitech, Inc. • Pharmaceutical preparations • New York

This STOCK AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of the date of the signature of the Company set forth on the signature pages hereof, by and among NEURO-HITECH, INC., a Delaware corporation, with its principal offices at One Penn Plaza, Suite 1503, New York, New York 10019 (including its Subsidiaries as defined below, the “Company”), and each person identified as an Investor on the signature pages hereto (each, an "Investor" and collectively, the “Investors”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 19th, 2008 • Neuro-Hitech, Inc. • Pharmaceutical preparations • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the 18th day of November 2008, by and among Neuro-Hitech, Inc., a Delaware corporation (the “Company”), and each of TG United Pharmaceuticals, Inc. and David Ambrose (each, an “Investor”). The Company and Investors are sometimes referred to herein as a “Party” and collectively as the “Parties.”

WARRANT TO PURCHASE COMMON STOCK OF NEURO-HITECH, INC.
Neuro-Hitech Pharmaceuticals Inc • December 5th, 2006 • Pharmaceutical preparations • Delaware

This certifies that in connection with the Merger Agreement (as defined below), _______ is entitled, subject to the terms and conditions of this Warrant, to purchase from Neuro-Hitech, Inc., a Delaware corporation (the “Company”), at any time prior to November 29, 2016 (the “Expiration Date”) up to _________ shares of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”) at a price per share equal to the Warrant Price (as defined below), upon surrender of this Warrant at the principal offices of the Company, together with a duly executed subscription form in the form attached hereto as Exhibit 1 and simultaneous payment of the full Warrant Price for the shares of Common Stock so purchased in lawful money of the United States, or as otherwise provided herein. The Warrant Price and the number and character of shares of Common Stock purchasable under this Warrant are subject to adjustment as provided herein.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 19th, 2007 • Neuro-Hitech, Inc. • Pharmaceutical preparations • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of November 29, 2007, between Neuro-Hitech, Inc., a Delaware corporation (the “Company”), and the individuals and entities listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”).

CONSULTING AGREEMENT
Consulting Agreement • June 11th, 2008 • Neuro-Hitech, Inc. • Pharmaceutical preparations

THIS CONSULTING AGREEMENT (this “Agreement”) is dated as of June 6, 2008, by and between Neuro-Hitech, Inc., a Delaware corporation (the “Company”) and David Ambrose (“Ambrose”).

NEURO-HITECH, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 5th, 2006 • Neuro-Hitech Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 29, 2006 (the “Effective Date”), by and among Neuro-Hitech, Inc., a Delaware corporation (the “Corporation”) and Dr. David Dantzker, as “Representative” of the parties listed on Exhibit A attached hereto (the “Stakeholders”).

EMPLOYMENT AGREEMENT
Employment Agreement • June 11th, 2008 • Neuro-Hitech, Inc. • Pharmaceutical preparations • New York

THIS EMPLOYMENT AGREEMENT is made and entered into as of this 6th day of June, 2008, by and between NEURO-HITECH, INC., a Delaware corporation with offices at One Penn Plaza, Suite 1503, New York, NY 10019 (the “Corporation”), and Matthew E. Colpoys, Jr., an individual residing at 7 Brentwood Common, Orchard Park, NY, 14127 (the “Employee”), under the following circumstances:

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CONSULTANT AGREEMENT
Consultant Agreement • December 5th, 2006 • Neuro-Hitech Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Agreement (the “Agreement”) is made in New York, New York as of November 29, 2006 by and between Neuro-Hitech, Inc., One Penn Plaza, Suite 1503, New York, New York 10119 (“NHI”), and D.F. Weaver Medical, Inc., with a principle place of business at 11 Falcon Pl, Halifax, Nova Scotia B3M 3R4, Donald F. Weaver, Principal Consultant (“Consultant”). The Agreement shall become effective as of the closing of the Merger (defined below).

MANUFACTURING AND DISTRIBUTION AGREEMENT
Manufacturing and Distribution Agreement • August 12th, 2008 • Neuro-Hitech, Inc. • Pharmaceutical preparations • Florida

This Manufacturing and Distribution Agreement (the “Agreement”), effective June 6, 2008 (the “Effective Date”), is between TG United Pharmaceuticals, Inc., a Florida corporation with offices at 16255 Aviation Loop, Brooksville, Florida 34604 (“Manufacturer”) and Neuro-Hitech, Inc., a Delaware corporation with offices at One Penn Plaza, Suite 1503, New York, NY 10019 (“Distributor”). TG United Labs, LLC, a Florida limited liability company, TG United, Inc., a Florida corporation, and TG United Liquid, Inc., a Florida corporation (collectively, the “Other TG United Companies”) join in this Agreement solely for the purposes set forth in Section 19.9 of this Agreement.

AMENDED AND RESTATED STOCK PURCHASE AGREEMENT AMONG GKI ACQUISITION CORPORATION NEURO-HITECH, INC. AND DAVID AMBROSE
Stock Purchase Agreement • June 11th, 2008 • Neuro-Hitech, Inc. • Pharmaceutical preparations • Delaware

This Amended and Restated Stock Purchase Agreement (this “Agreement”) is entered into on and as of June 6, 2008, by and among GKI Acquisition Corporation, a Delaware corporation (the “Buyer”), Neuro-Hitech, Inc., a Delaware corporation (“PubCo”), and David Ambrose (the “Seller”). The Buyer, PubCo and the Seller are referred to collectively herein as the “Parties.”

WARRANT TO PURCHASE COMMON STOCK OF NEURO-HITECH, INC.
Neuro-Hitech, Inc. • December 19th, 2007 • Pharmaceutical preparations • Delaware

This certifies that in connection with the Purchase Agreement (as defined below), [_______] (the “Investor”) is entitled, subject to the terms and conditions of this Warrant, to purchase from Neuro-Hitech, Inc., a Delaware corporation (the “Company”), at any time prior to Expiration Date up to [•] shares of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”) at a price per share equal to the Warrant Price (as defined below), upon surrender of this Warrant at the principal offices of the Company, together with a duly executed subscription form in the form attached hereto as Exhibit 1 and simultaneous payment of the full Warrant Price for the shares of Common Stock so purchased in lawful money of the United States, or as otherwise provided herein. The Warrant Price and the number and character of shares of Common Stock purchasable under this Warrant are subject to adjustment as provided herein.

NEURO-HITECH, INC. REGISTRATION RIGHTS AGREEMENT NOVEMBER 29, 2006
Registration Rights Agreement • December 5th, 2006 • Neuro-Hitech Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “AGREEMENT”) is made as of November 29, 2006, between Neuro-Hitech, Inc., a Delaware corporation (the “COMPANY”), and the individuals and entities listed on Schedule A hereto (each, an “INVESTOR” and collectively, the “INVESTORS”).

RESIGNATION AGREEMENT AND MUTUAL RELEASE
Resignation Agreement and Mutual Release • June 11th, 2008 • Neuro-Hitech, Inc. • Pharmaceutical preparations • New York

This Resignation Agreement and Mutual Release (the “Agreement”) is entered into this 5th day of June, 2008, by and between Neuro-Hitech, Inc., a Delaware corporation (“Employer” or “Company”), and Gary Shearman (“Employee”).

NEURO-HITECH, INC. SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 5th, 2006 • Neuro-Hitech Pharmaceuticals Inc • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • December 5th, 2006 • Neuro-Hitech Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is entered into as of November 16, 2006, by and among Neuro-Hitech, Inc., f/k/a Neuro-Hitech Pharmaceuticals, Inc., a Delaware corporation (“Buyer”), QA Acquisition Corp., a Delaware corporation (“Buyer Sub”), QA Merger LLC, a Delaware limited liability company (“Buyer LLC”), Q-RNA, Inc., a Delaware corporation (“Company”) and Dr. David Dantzker, as the proposed “Representative” of the Company security holders listed hereto on Exhibit A (the “Company Securityholders”).

DEVELOPMENT AGREEMENT Made and entered into on the ____ day of January 31, 2006 Between - Neuro-Hitech Pharmaceuticals, Inc. Formerly: Marco Hi-Tech JV Ltd of 369 One Penn Plaza New York. NY 10019 (hereinafter called "Hi-Tech") and Org Syn Laboratory,...
Development Agreement • May 15th, 2006 • Neuro-Hitech Pharmaceuticals Inc • Pharmaceutical preparations • New York

Hi-Tech agrees to engage OrgSyn Laboratory, Inc. for the development of Synthetic Huperzine A (hereinafter referred to as "the Product") for the US and Wordwide market (hereinafter referred to as the "Hi-Tech Territory"). Org-syn agrees to develop the Product exclusively for Hi-Tech.

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • January 23rd, 2006 • Northern Way Resources, Inc. • Metal mining • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of January 17, 2006 (this “Agreement”), between Northern Way Resources, Inc., a Nevada corporation (the “Corporation”) and Northern Way Resources, Inc., a Delaware corporation (the “Subsidiary”).

MODIFICATION AGREEMENT AND RELEASE
Modification Agreement and Release • November 19th, 2008 • Neuro-Hitech, Inc. • Pharmaceutical preparations • Delaware

This MODIFICATION AGREEMENT AND RELEASE, is made and entered into as of November 18, 2008 (this “Agreement”), by and between Neuro-Hitech, Inc., a Delaware corporation (the “Company”), David Ambrose (the “Ambrose”) and TG United Pharmaceuticals, Inc. (the “Manufacturer”). The Company, Ambrose and the Manufacturer are each referred to herein as a “Party” and collectively, as the “Parties.”

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