NEUROONE MEDICAL TECHNOLOGIES Corp Sample Contracts

NEUROONE MEDICAL TECHNOLOGIES Corp – LEASE AGREEMENT (October 11th, 2019)
NEUROONE MEDICAL TECHNOLOGIES Corp – AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (September 23rd, 2019)

This Amendment to Exclusive Start-Up Company License Agreement (“Amendment”) is made effective the 18th day of September 2019, by and between the Wisconsin Alumni Research Foundation (“WARF”), a nonstock, nonprofit Wisconsin corporation, and NeuroOne, Inc. (“Licensee”), a corporation a Delaware corporation.

NEUROONE MEDICAL TECHNOLOGIES Corp – PURCHASE WARRANT Issued to: Exercisable to Purchase _________Shares of Common Stock of (July 5th, 2019)

This is to certify that, for value received and subject to the terms and conditions set forth below, the Warrantholder (hereinafter defined) is entitled to purchase, and the Company (hereinafter defined) promises and agrees to sell and issue to the Warrantholder, at any time on or after the Issue Date and on or before the fifth anniversary of the Issue Date, up to [_] shares of Common Stock (hereinafter defined) at the per share Exercise Price (hereinafter defined).

NEUROONE MEDICAL TECHNOLOGIES Corp – NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE (July 5th, 2019)

This Certifies That, for value received, [__], or his/her/our registered assigns (the “Holder”), is entitled to subscribe for and purchase from NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), at any time commencing on [__], 2019 and expiring on [__], 2024 (such period, the “Warrant Exercise Term”), the Shares at the Exercise Price (each as defined in Section 1 below). This Warrant is issued in connection with that certain Placement Agent Agreement, dated [___], by and between the Company and [___], [an affiliate of Holder], as amended.

NEUROONE MEDICAL TECHNOLOGIES Corp – NeuroOne Medical Technologies Corporation 10901 Red Circle Dr. Suite 150 minnetonka, MN 55343 March 6, 2019 (May 10th, 2019)

We are pleased to offer you an employment position with NeuroOne Medical Technologies Corporation (the “Company”). We hope you are as excited about this opportunity as we are to have you on our team. To accept this offer, please sign and return this letter and the attached agreement. The principal terms of the employment offer are as follows:

NEUROONE MEDICAL TECHNOLOGIES Corp – NeuroOne Medical Technologies Corporation 10901 Red Circle Drive, Suite 150 Minnetonka, MN 55343 May 8, 2019 (May 8th, 2019)

Reference is made to (i) that certain Promissory Note between NeuroOne Medical Technologies Corporation (“Borrower”) and Lifestyle Healthcare LLC (“Lender”) dated March 20, 2018 (the “March Note”), (ii) that certain Promissory Note between Borrower and Lender dated May 17, 2018 (the “May Note”), (iii) that certain Promissory Note between Borrower and Lender dated November 14, 2018 (the “November Note”) and (iv) that certain Promissory Note between Lender and Borrower dated December 12, 2018 (the “December Note”, and together with the March Note, May Note, and November Note, the “Notes”).

NEUROONE MEDICAL TECHNOLOGIES Corp – NeuroOne Medical Technologies Corporation Common Stock Purchase Warrant (March 6th, 2019)

This Certifies That, for value received, [ ], or his/her/our registered assigns (the “Holder”), is entitled to subscribe for and purchase from NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), at any time commencing on February 28, 2019 and expiring on December 28, 2023 (such period, the “Warrant Exercise Term”), the Shares at the Exercise Price (each as defined in Section 1 below).

NEUROONE MEDICAL TECHNOLOGIES Corp – NeuroOne Medical Technologies Corporation 10901 Red Circle Dr. Suite 150 minnetonka, MN 55343 November 30, 2018 (February 11th, 2019)

We are pleased to offer you an employment position with NeuroOne Medical Technologies Corporation (the “Company”) We hope you are as excited about this opportunity as we are to have you on our team. To accept this offer, please sign and return this letter and the attached agreement. The principal terms of the employment offer are as follows:

NEUROONE MEDICAL TECHNOLOGIES Corp – NeuroOne Medical Technologies Corporation [Form of] Common Stock Purchase Warrant (January 4th, 2019)

This Warrant is issued in connection with the Company’s private placement solely to accredited investors of units, each consisting of 1 share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and a warrant to purchase 1 share of Common Stock, (the “Private Placement”), which may be issued in one or more closings, in accordance with, and subject to, the terms and conditions described in the Subscription Agreement, dated as of even date herewith (the “Subscription Agreement”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Subscription Agreement.

NEUROONE MEDICAL TECHNOLOGIES Corp – SUBSCRIPTION AGREEMENT (January 4th, 2019)
NEUROONE MEDICAL TECHNOLOGIES Corp – REGISTRATION RIGHTS AGREEMENT (January 4th, 2019)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of [_______________], 2018 by and among NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), each of the persons who have executed counterpart signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”) and persons or entities identified on Schedule 1 hereto holding Broker Warrants (each a “Broker” and collectively, the “Brokers”).

NEUROONE MEDICAL TECHNOLOGIES Corp – FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTES (December 31st, 2018)

This First Amendment to Convertible Promissory Notes (this “Amendment”) is made effective as of December 31, 2018, by and between NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), and each of those persons and entities, severally and not jointly, who are holders of the Company’s Convertible Promissory Notes (each, a “Holder” and collectively, the “Holders”).

NEUROONE MEDICAL TECHNOLOGIES Corp – Contract (December 18th, 2018)

THIS NOTE (AS DEFINED BELOW) MAY BE SOLD ONLY IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

NEUROONE MEDICAL TECHNOLOGIES Corp – SUBLEASE AGREEMENT Shady Oak Office Center 10901 Red Circle Drive, Suite 150, Minnetonka, MN 54343 (December 12th, 2018)

THIS SUBLEASE AGREEMENT (this “Sublease”) is made by and between National American University, a division of Dlorah, Inc., a South Dakota corporation, with offices located at 5301 Mount Rushmore Road, Rapid City, SD 57701 (’‘NAU”), and NeuroOne Medical Technologies Corporation, a Delaware corporation, with offices located 10006 Liatris Lane, Eden Prairie, MN 55347 (“NeuroOne”).

NEUROONE MEDICAL TECHNOLOGIES Corp – Form of Employee Proprietary Information, Inventions Assignment AND NON- COMPETITION Agreement (December 12th, 2018)

THIS EMPLOYEE PROPRIETARY INFORMATION, INVENTIONS ASSIGNMENT AND NON-COMPETITION AGREEMENT (this “Agreement”) is made as of the date set forth below between NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), and the undersigned employee of the Company (“Employee”).

NEUROONE MEDICAL TECHNOLOGIES Corp – Contract (November 20th, 2018)

THIS NOTE (AS DEFINED BELOW) MAY BE SOLD ONLY IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

NEUROONE MEDICAL TECHNOLOGIES Corp – Contract (November 20th, 2018)

THIS NOTE (AS DEFINED BELOW) MAY BE SOLD ONLY IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

NEUROONE MEDICAL TECHNOLOGIES Corp – AMENDMENT TO LOCK-UP AGREEMENT (July 23rd, 2018)

This Amendment to Lock-up Agreement (this “Amendment”) is made effective as of ____________, 2018 by and between Wade Fredrickson (“Shareholder”) and NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”). Shareholder and the Company are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”. Capitalized terms used and not otherwise defined in this Amendment shall have the respective meanings given to them in the Lock-up Agreement (as defined below).

NEUROONE MEDICAL TECHNOLOGIES Corp – SUBSCRIPTION AGREEMENT (July 13th, 2018)
NEUROONE MEDICAL TECHNOLOGIES Corp – NeuroOne Medical Technologies Corporation Common Stock Purchase Warrant (July 13th, 2018)

This Warrant is issued in connection with the Company’s private placement solely to accredited investors of units, each consisting of 1 share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and a warrant to purchase 1 share of Common Stock, for minimum gross proceeds of $100,000 and up to a maximum of $10,000,000 (and up to an additional $1,500,000 to cover over-allotment subscriptions) (the “Private Placement”), which may be issued in one or more closings, in accordance with, and subject to, the terms and conditions described in the Subscription Agreement, dated as of even date herewith (the “Subscription Agreement”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to such terms in the Subscription Agreement.

NEUROONE MEDICAL TECHNOLOGIES Corp – REGISTRATION RIGHTS AGREEMENT (July 13th, 2018)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of [_______________], 2018 by and among NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), each of the persons who have executed counterpart signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”) and persons or entities identified on Schedule 1 hereto holding Broker Warrants (each a “Broker” and collectively, the “Brokers”).

NEUROONE MEDICAL TECHNOLOGIES Corp – FORM OF Series 1 notes debt conversion AGREEMENT (July 6th, 2018)

This Debt Conversion Agreement (this “Agreement”) is made as of July 2, 2018 (the “Effective Date”), by and among NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), and the holder identified on the signature page hereto (the “Holder”).

NEUROONE MEDICAL TECHNOLOGIES Corp – FORM OF Series 2 notes debt conversion AGREEMENT (July 6th, 2018)

This Debt Conversion Agreement (this “Agreement”) is made as of July 2, 2018 (the “Effective Date”), by and among NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), and each holder identified on the signature page hereto (each, a “Holder” and, together, the “Holders”).

NEUROONE MEDICAL TECHNOLOGIES Corp – Contract (May 23rd, 2018)

THIS NOTE (AS DEFINED BELOW) MAY BE SOLD ONLY IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

NEUROONE MEDICAL TECHNOLOGIES Corp – Contract (May 23rd, 2018)

THIS NOTE (AS DEFINED BELOW) MAY BE SOLD ONLY IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

NEUROONE MEDICAL TECHNOLOGIES Corp – NEUROONE MEDICAL TECHNOLOGIES CORPORATION NON-EMPLOYEE DIRECTOR COMPENSATION POLICY (April 16th, 2018)

On March 29, 2018, the Board of Directors (the “Board”) of NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), approved the following compensation policy (this “Policy”) for each member of the Board who is not also serving as an employee of the Company or any of its subsidiaries (each such member, an “Eligible Director”), effective as of January 1, 2018 (the “Effective Date”). This policy may be amended or terminated at any time in the sole discretion of the Board or the Compensation Committee of the Board, if any.

NEUROONE MEDICAL TECHNOLOGIES Corp – LOCK-UP AGREEMENT (April 16th, 2018)

This Lock-up Agreement (this “Agreement”) is made effective as of March 1, 2018 (the “Effective Date”) by and between Wade Fredrickson (“Shareholder”) and NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”). Shareholder and the Company are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”. Capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings given to them in the Stock Purchase Agreements (as defined below).

NEUROONE MEDICAL TECHNOLOGIES Corp – NEUROONE MEDICAL TECHNOLOGIES CORPORATION CAPITAL STOCK PURCHASE WARRANT (March 16th, 2018)

This Certified That, for value received, [NAME OF HOLDER] (the “Holder”) is entitled to subscribe for and purchase from NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), at any time commencing on the Conversion Date and expiring on November 21, 2021 (the “Warrant Exercise Term”), the Shares at the Exercise Price (each as defined in Section 1 below).

NEUROONE MEDICAL TECHNOLOGIES Corp – Contract (March 16th, 2018)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH, OR PURSUANT TO AN EXEMPTION FROM, THE REQUIREMENTS OF SUCH ACT OR SUCH LAWS.

NEUROONE MEDICAL TECHNOLOGIES Corp – NEUROONE MEDICAL TECHNOLOGIES CORPORATION CAPITAL STOCK PURCHASE WARRANT (March 16th, 2018)

This Certified That, for value received, [NAME OF HOLDER] (the “Holder”) is entitled to subscribe for and purchase from NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), at any time commencing on the Conversion Date and expiring on November 21, 2021 (the “Warrant Exercise Term”), the Shares at the Exercise Price (each as defined in Section 1 below).

NEUROONE MEDICAL TECHNOLOGIES Corp – AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (December 20th, 2017)

This Amended and Restated Subscription Agreement (this “Agreement”) is made as of December ___, 2017 by and among NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), and the subscribers identified on the signature pages hereto (each, a “Subscriber” and collectively, the “Subscribers”).

NEUROONE MEDICAL TECHNOLOGIES Corp – CONVERTIBLE PROMISSORY NOTE (December 20th, 2017)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH, OR PURSUANT TO AN EXEMPTION FROM, THE REQUIREMENTS OF SUCH ACT OR SUCH LAWS.

NEUROONE MEDICAL TECHNOLOGIES Corp – NEUROONE MEDICAL TECHNOLOGIES CORPORATION CAPITAL STOCK PURCHASE WARRANT (December 20th, 2017)

This Capital Stock Purchase Warrant (this “Warrant”) is issued in connection with the Company’s private offering solely to accredited investors of up to $1,500,000 (or such higher amount as the Company’s Board of Directors shall determine) aggregate principal amount of Convertible Promissory Notes (the “Notes”) and related Warrants in accordance with, and subject to, the terms and conditions described in the Amended and Restated Subscription Agreement, dated as of [ ] (the “Subscription Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to those terms in the Notes or the Subscription Agreement, as the case may be.

NEUROONE MEDICAL TECHNOLOGIES Corp – FIRST AMENDMENT TO PROMISSORY NOTE (December 6th, 2017)

This First Amendment to Promissory Note (this “Amendment”) is made effective as of this 30th day of November, 2017, by and between NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), and each of those persons and entities, severally and not jointly, who are holders of the Company’s Promissory Notes (each, a “Holder” and collectively, the “Holders”).

NEUROONE MEDICAL TECHNOLOGIES Corp – SECOND AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (November 27th, 2017)

This Second Amendment to Convertible Promissory Note (this “Amendment”) is made effective as of this [ ]th day of November, 2017, by and between NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), and each of those persons and entities, severally and not jointly, who are holders of the Company’s Convertible Promissory Notes (each, a “Holder” and collectively, the “Holders”).