Annovis Bio, Inc. Sample Contracts

UNDERWRITING AGREEMENT between ANNOVIS BIO, INC. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters
Underwriting Agreement • January 24th, 2020 • Annovis Bio, Inc. • Pharmaceutical preparations • New York

The undersigned, Annovis Bio, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

ANNOVIS BIO, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of ________, 20__ Debt Securities
Indenture • February 1st, 2024 • Annovis Bio, Inc. • Pharmaceutical preparations • New York

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 26th, 2024 • Annovis Bio, Inc. • Pharmaceutical preparations

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 25, 2024, is by and between Keystone Capital Partners, LLC, a Delaware limited liability company (the “Investor”), and Annovis Bio, Inc., a Delaware corporation (the “Company”).

ANNOVIS BIO, INC. Common Stock ($0.0001 par value) ATM EQUITY OFFERINGSM SALES AGREEMENT
Atm Equity Offering Sales Agreement • April 3rd, 2023 • Annovis Bio, Inc. • Pharmaceutical preparations • New York

Annovis Bio, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through BofA Securities, Inc. (“BofA”) or ThinkEquity LLC (“ThinkEquity”), as sales agents and/or principals (each an “Agent”, and collectively, the “Agents”), shares (the “Shares”) of the Company’s common stock, $0.0001 par value (the “Common Stock”), having an aggregate gross sales price of not to exceed $50,000,000, on the terms set forth in this ATM Equity OfferingSM Sales Agreement. The Company agrees that whenever it determines to sell Shares directly to an Agent or Agents as principal(s) it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially the form of Annex I hereto, relating to such sale in accordance with Section 2(j) hereof. References herein to “this Agreement” or to matters contained “herein” or “hereunder”, or words of similar import, mean this ATM Equity Offering SM

WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • February 5th, 2025 • Annovis Bio, Inc. • Pharmaceutical preparations

WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) dated as of February 4, 2025 (the “Issuance Date”) between Annovis Bio., Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and Equiniti Trust Company, LLC (the “Warrant Agent”).

ANNOVIS BIO, INC. 1,250,000 Shares of Common Stock Warrants to Purchase 1,250,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 1st, 2023 • Annovis Bio, Inc. • Pharmaceutical preparations • New York
Annovis Bio Inc. COMMON STOCK EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • December 11th, 2024 • Annovis Bio, Inc. • Pharmaceutical preparations • New York

Annovis Bio Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Oppenheimer & Co. Inc., as follows:

WARRANT TO PURCHASE COMMON STOCK ANNOVIS BIO, INC.
Purchase Warrant Agreement • March 25th, 2020 • Annovis Bio, Inc. • Pharmaceutical preparations

THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ThinkEquity, a division of Fordham Financial Management, Inc. 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 January 29, 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date (such date, the “Termination Date”) that is five (5) years following the effective date of the offering , but not thereafter, to subscribe for and purchase from Annovis Bio, Inc., a Delaware corporation (the “Company”), up to 100,000 shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 14th, 2025 • Annovis Bio, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 10, 2025, between Annovis Bio, 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 AGREEMENT Dated as of April 25, 2024 by and among ANNOVIS BIO, INC., and KEYSTONE CAPITAL PARTNERS, LLC
Common Stock Purchase Agreement • April 26th, 2024 • Annovis Bio, Inc. • Pharmaceutical preparations • New York

This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of April 25, 2024 (this “Agreement”), by and between Keystone Capital Partners, LLC, a Delaware limited liability company (the “Investor”) and Annovis Bio, Inc., a Delaware corporation (the “Company”).

UNDERWRITING AGREEMENT between Annovis Bio, Inc. and ThinkEquitY LLC as Representative of the Several Underwriters ANNOVIS BIO, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • February 5th, 2025 • Annovis Bio, Inc. • Pharmaceutical preparations • New York

As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Floor New York, New York 10004

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 25th, 2020 • Annovis Bio, Inc. • Pharmaceutical preparations • Pennsylvania
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 28th, 2025 • Annovis Bio, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 28, 2025, between Annovis Bio, 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”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 21st, 2024 • Annovis Bio, Inc. • Pharmaceutical preparations • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 21, 2024, is by and among Annovis Bio, Inc., a Delaware corporation with headquarters located at 101 Lindenwood Drive, Suite 225 Malvern, PA 19355 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • March 29th, 2024 • Annovis Bio, Inc. • Pharmaceutical preparations

THIS AGREEMENT, effective as of _____________, 20__, is made by and between Annovis Bio, Inc. (the “Company”), a Delaware corporation, and [________________] (the “Employee”), an employee of the Company.

Investigator-Initiated Clinical Trial Agreement
Clinical Trial Agreement • July 3rd, 2019 • Annovis Bio, Inc. • Pharmaceutical preparations • California

This Clinical Trial Agreement (“Agreement”) is made and entered into effective as of the full execution hereof (“Effective Date”), by and between The Regents of the University of California, a California constitutional corporation, on behalf of its San Diego campus, located at 9500 Gilman Drive, La Jolla, CA 92093, California (“Institution”), and QR Pharma, Inc., a Delaware corporation having its principal place of business at 1055 Westlakes Drive, Suite 300, Berwyn PA 19312 (“Company”), (each may be individually referred to as a “Party” and collectively, as “the Parties”).

LOCK-UP AGREEMENT
Lock-Up Agreement • October 14th, 2025 • Annovis Bio, Inc. • Pharmaceutical preparations

Re: Securities Purchase Agreement, dated as of October 10, 2025 (the “Purchase Agreement”), between Annovis Bio, Inc. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)

PRE-FUNDED COMMON STOCK PURCHASE WARRANT Annovis Bio, Inc.
Pre-Funded Common Stock Purchase Warrant • October 14th, 2025 • Annovis Bio, Inc. • Pharmaceutical preparations

THIS PRE-FUNDED 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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Annovis Bio, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

ANNOVIS BIO, INC. WARRANT TO PURCHASE COMMON STOCK
Warrant to Purchase Common Stock • November 1st, 2023 • Annovis Bio, Inc. • Pharmaceutical preparations • Delaware

Annovis Bio, Inc., a Delaware corporation (the “Company”), certifies that, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, ___________, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Exercisability Date, but not after 5:30 p.m., New York Time, on the Expiration Date, up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 16. This Warrant is one of the warrants to purchase Common Stock issued in connection with the transactions conte

License Agreement Amendment
License Agreement • July 3rd, 2019 • Annovis Bio, Inc. • Pharmaceutical preparations • District of Columbia

This license agreement amendment (“Amendment’’) amends the License Agreement dated November 10, 2008 (“Agreement”) by and between RAPTOR THERAPEUTICS INC., having its principal place of business at 9 Commercial Blvd., Suite 200, Novato, CA 94949 (hereinafter referred to as “Licensor’’), formerly known as TorreyPines Therapeutics, Inc.; and QR PHARMA, INC., having its principal place of business at 1223 Foxglove Lane, West Chester, PA 19380 (hereinafter referred to as “Licensee”).

License Agreement Amendment Number 2
License Agreement • July 3rd, 2019 • Annovis Bio, Inc. • Pharmaceutical preparations

This license agreement amendment number 2 (“Amendment Number 2”), effective as of May 2, 2012 (“Effective Date”), amends the License Agreement dated November 10, 2008, as amended November 18, 2011 (collectively, the “Current Agreement”) by and between RAPTOR THERAPEUTICS INC., having its principal place of business at 9 Commercial Blvd., Suite 200, Novato, CA 94949 (hereinafter referred to as “Licensor”), formerly known as TorreyPines Therapeutics, Inc.; and QR PHARMA, INC., having its principal place of business at 1055 Westlakes Drive, Suite 300, Berwyn, PA 19312 (hereinafter referred to as “Licensee”)..

STOCK SUBSCRIPTION AGREEMENT
Stock Subscription Agreement • October 28th, 2025 • Annovis Bio, Inc. • Pharmaceutical preparations

THIS STOCK SUBSCRIPTION AGREEMENT is made as of October 26, 2025, by and between Annovis Bio, Inc. (the “Company”), a Delaware corporation, and ____________ (the “Purchaser”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • July 3rd, 2019 • Annovis Bio, Inc. • Pharmaceutical preparations • Pennsylvania

EMPLOYMENT AGREEMENT effective as of May 10, 2019 between Annovis Bio, Inc. (the “Employer”), a Delaware corporation, and Maria L. Maccecchini (the “Employee”).

SePARATION Agreement AND GENERAL RELEASE
Separation Agreement • September 12th, 2022 • Annovis Bio, Inc. • Pharmaceutical preparations • Pennsylvania

THIS SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”) is entered into by and between Annovis Bio, Inc. (the “Company”) and Jeffrey B. McGroarty (“Executive”).

COMMON STOCK PURCHASE WARRANT ANNOVIS BIO, INC.
Common Stock Purchase Warrant • February 5th, 2025 • Annovis Bio, Inc. • Pharmaceutical preparations

THIS WARRANT TO PURCHASE COMMON SHARES (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 February 4, 2025 (the “Initial Exercise Date”) and prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Annovis Bio, Inc., a Delaware corporation (the “Company”), up to _____________ Common Shares (as defined below) of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). The Warrant shall initially be issued and maintained in the form of a security held in book entry form at the offices of the Warrant Agent (as defined below) , subject to a

QR PHARMA, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 8th, 2019 • Annovis Bio, Inc. • Pharmaceutical preparations • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of December 19, 2014 among QR Pharma, Inc. (the “Company”), a Delaware corporation, and each stockholder of the Company who is a signatory hereto and each additional person who hereafter becomes a stockholder of the Company and a party to this Agreement in accordance with this Agreement, for as long as they are stockholders of the Company (individually an “Investor” and collectively the “Investors”).

SEPARATION Agreement AND GENERAL RELEASE
Separation Agreement • May 1st, 2024 • Annovis Bio, Inc. • Pharmaceutical preparations • Pennsylvania

THIS SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”) is entered into by and between Annovis Bio, Inc. (the “Company”) and Henry Hagopian, III (“Executive”).

LICENSE AGREEMENT
License Agreement • July 3rd, 2019 • Annovis Bio, Inc. • Pharmaceutical preparations • New York

THIS LICENSE AGREEMENT (this “Agreement”), dated as of November 10, 2008, is by and between TORREYPINES THERAPEUTICS, INC., a Delaware corporation having its principal place of business at 11085 North Torrey Pines Road, Suite 300, La Jolla, CA 92037 (hereinafter referred to as “Licensor”); and QR Pharma, Inc., a Delaware corporation and having its principal place of business at 1223 Foxglove Lane, West Chester, PA 19380 (hereinafter referred to as “Licensee”). Licensor and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Annovis Bio, Inc.
Placement Agent Common Stock Purchase Warrant • October 14th, 2025 • Annovis Bio, Inc. • Pharmaceutical preparations

THIS PLACEMENT AGENT 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 5:00 p.m. (New York City time) on October 10, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Annovis Bio, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, dated as of October 8, 2025, by and between the Company and H.C. Wainwright & Co., LLC.