PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT SILO pharma, inc.Silo Pharma, Inc. • February 12th, 2021 • Apparel & other finishd prods of fabrics & similar matl
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 “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February __, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Silo Pharma, 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 10th, 2021 • Silo Pharma, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February __, 2021 between Silo Pharma, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 10th, 2021 • Silo Pharma, Inc. • Apparel & other finishd prods of fabrics & similar matl
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February __, 2021, between Silo Pharma, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT UPPERCUT BRANDS INC.Uppercut Brands, Inc. • November 13th, 2019 • Apparel & other finishd prods of fabrics & similar matl
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alpha Capital Anstalt, 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 October __, 2019 (the “Initial Exercise Date”), and on or prior to the close of business on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Uppercut Brands 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).
ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE PROMISSORY NOTE DUE OCTOBER __, 2020Uppercut Brands, Inc. • November 13th, 2019 • Apparel & other finishd prods of fabrics & similar matl • New York
THIS ORIGINAL ISSUE DISCOUNT SENIOR CONVERTIBLE PROMISSORY NOTE is a duly authorized and validly issued Original Issue Discount Senior Convertible Promissory Note of Uppercut Brands Inc., a Delaware corporation (the “Company” or the “Borrower”), having its principal place of business at 1086 Teaneck Road, Suite 3A, Teaneck, New Jersey 07666, designated as its Original Issue Discount Senior Convertible Promissory Note due October 11, 2020 (the “Note”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 13th, 2019 • Uppercut Brands, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October __, 2019, between Uppercut Brands Inc., a Delaware corporation and includes any successor Company thereto (the “Company”), and the Purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser”.
1,000,000 SHARES of Common Stock of SILO PHARMA, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2022 • Silo Pharma, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
The undersigned, Silo Pharma, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of Silo Pharma, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters named in Schedule I hereto (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”), for which Laidlaw & Company (UK) Ltd. (“Laidlaw”) is acting as representative of the several Underwriters (in such capacity, the “Representative,” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded, and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein. Capitalized terms used and not otherwise define shall have the meaning set forth in Article I be
CUSTODY AGREEMENT dated as of August 13, 2014 by and between POINT CAPITAL, INC. (“Company”) and U.S. BANK NATIONAL ASSOCIATION (“Custodian”)Custody Agreement • November 14th, 2014 • Point Capital, Inc. • Miscellaneous business credit institution • Massachusetts
THIS CUSTODY AGREEMENT (this “Agreement”) is dated as of August 13, 2014 and is by and between POINT CAPITAL, INC. (and any successor or permitted assign, the “Company”), a corporation organized under the laws of the State of Delaware, having its principal place of business at 285 Grand Avenue, Englewood, NJ 07631, and U.S. BANK NATIONAL ASSOCIATION (or any successor or permitted assign acting as custodian hereunder, the “Custodian”), a national banking association having a place of business at One Federal Street, Boston, MA 02110.
FORM OF REPRESENTATIVE’S WARRANTCommon Stock Purchase Warrant • September 30th, 2022 • Silo Pharma, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
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 SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
EMPLOYMENT AGREEMENTEmployment Agreement • September 30th, 2022 • Silo Pharma, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
This Employment Agreement (the “Agreement”) is made and entered into as of September 28, 2022 (the “Effective Date”), by and between Daniel Ryweck (the “Employee”) and Silo Pharma, Inc., a Delaware corporation (the “Company”).
ContractNote • May 15th, 2012 • Gold Swap Inc • Wholesale-jewelry, watches, precious stones & metals • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR UNDER THE LAWS OF ANY STATE OR OTHER JURISDICTION. THIS NOTE MAY NOT BE OFFERED OR SOLD UNLESS REGISTERED UNDER THE ACT AND UNDER THE LAWS OF THE STATES WHERE EACH SALE IS MADE, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS IS AVAILABLE IN THE OPINION OF COUNSEL SATISFACTORY TO THE BORROWER.
Patent License AgreementPatent License Agreement • January 11th, 2021 • Silo Pharma, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
This Patent License Agreement (this “Agreement”) is effective as of the date of the last signature on the signature page (the “Effective Date”), and is made by and between SILO PHARMA INC., a Delaware Corporation, and SILO PHARMA, INC., a Florida Corporation, and their Affiliates/Subsidiaries, as defined below, with principal executive offices located at 560 Sylvan Avenue, Suite 3160, Englewood Cliffs, New Jersey 07632 (collectively, “Licensor”), on the one hand, and AIKIDO PHARMA INC., a Delaware corporation, principal executive offices located at One Rockefeller Plaza, 11th Floor, New York, New York 10020 (“Licensee”), on the other hand (collectively, the “Parties,” or each, individually, a “Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 21st, 2020 • Uppercut Brands, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 17th ay of April 2020 (the “Effective Date”), by and between Uppercut Brands, Inc., a Delaware corporation with offices at 560 Sylvan Avenue, Suite 3160, Engelwood Cliffs, New Jersey, 07632 (the “Corporation”), and Eric Weisblum, an individual residing at 41 Owatonna Street, Haworth, New Jersey 07641 (the “Executive”), under the following circumstances:
SUBSCRIPTION AGREEMENTSubscription Agreement • April 22nd, 2020 • Uppercut Brands, Inc. • Apparel & other finishd prods of fabrics & similar matl
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between Uppercut Brands, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Subscriber”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 18th, 2022 • Silo Pharma, Inc. • Apparel & other finishd prods of fabrics & similar matl • New Jersey
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 12th day of October, 2022 (the “Effective Date”), by and between Silo Pharma Inc, a Delaware corporation with offices at 60 Sylvan Ave, Suite 3160, Englewood Cliffs NJ 07632 (the “Corporation”), and Eric Weisblum, an individual residing at 41 Owatonna St, Haworth NJ 07641 (the “Executive”), under the following circumstances:
Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Sublicense AGREEMENTSublicense Agreement • April 7th, 2021 • Silo Pharma, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
This Sublicense License Agreement (“Agreement”) is effective as of the date of the last signature on the signature page (“Effective Date”) and is made by and between Silo Pharma, Inc., a Delaware corporation (“Silo”) and Aikido Pharma, Inc., a Delaware Corporation (“Aikido”).
EXCHANGE AGREEMENTExchange Agreement • April 22nd, 2020 • Uppercut Brands, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
EXCHANGE AGREEMENT (the “Agreement”) is made as of the ___ day of April 2020, by and between Uppercut Brands, Inc., a Delaware corporation (the “Company”), and the investor signatory hereto (the “Investor”).
COMMERCIAL EVALUATION AND LICENSE AGREEMENTCommercial Evaluation and License Agreement • July 12th, 2021 • Silo Pharma, Inc. • Apparel & other finishd prods of fabrics & similar matl
This First Amendment to Commercial Evaluation and License Agreement (“First Amendment”) is effective as of the date of the last signature on the signature page between the UNIVERSITY OF MARYLAND, BALTIMORE (“University”), a public university that is part of the University System of Maryland (which is a public corporation and an instrumentality of the State of Maryland), and SILO PHARMA, INC., a Florida corporation (“Company”).
UPPERCUT BRANDS, INC. ADVISORY AGREEMENTAdvisory Agreement • April 21st, 2020 • Uppercut Brands, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
This ADISORY AGREEMENT (the “Agreement”) is made and entered into as of April __, 2020 (the “Effective Date”), by and between Uppercut Brands, Inc., a Delaware corporation (the “Company”), and ________________ (“Advisor”).
SERIES A PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • April 30th, 2013 • Point Capital, Inc. • Wholesale-jewelry, watches, precious stones & metals • New York
This SERIES A PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of April 24, 2013 by and among Point Capital, Inc., a Delaware Corporation (formerly, Gold Swap Inc., a New York corporation) (the “Company”), and each of the purchasers of shares of Series A Preferred Stock of the Company identified on the signature pages hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
Gold Swap Inc. Regulation D Subscription AgreementGold Swap Inc • March 30th, 2011 • New York
Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. FIRST AMENDMENT TO SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • October 18th, 2022 • Silo Pharma, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
This First Amendment to Sponsored Research Agreement (the “First Amendment”) made and entered into as of __________, 2022 (the “First Amendment Effective Date”), by and between SILO PHARMA, INC. (“Company”) and THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK (“Columbia”).
Certain information in this document has been omitted from this exhibit because it is bothSponsored Research Agreement • October 27th, 2021 • Silo Pharma, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
AGREEMENT (Agreement), effective as of __________, between THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK, a New York corporation (“Columbia”), and Silo Pharma Inc., a Delaware corporation (“Company”)
Third Amendment To Master License AgreementMaster License Agreement • November 14th, 2023 • Silo Pharma, Inc. • Apparel & other finishd prods of fabrics & similar matl
This Third Amendment to Master License Agreement (“Third Amendment”) is effective as of the date of last signature below and is made by and between the UNIVERSITY OF MARYLAND, BALTIMORE (“University”), a public university that is part of the University System of Maryland (which is a public corporation and an instrumentality of the State of Maryland), and SILO PHARMA, INC., a Florida corporation (“Company”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 28th, 2018 • Point Capital, Inc. • Miscellaneous business credit institution • Delaware
THIS, ASSET PURCHASE AGREEMENT, (the “Agreement”) dated September 28, 2018, among Point Capital, Inc., a Delaware corporation (the “Buyer”) and Blind Faith Concepts, Inc. a New York corporation (the “Seller”).
and (ii) would be competitively harmful if publicly disclosed. SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • June 7th, 2021 • Silo Pharma, Inc. • Apparel & other finishd prods of fabrics & similar matl • California
This Sponsored Research Agreement (“Agreement”), effective as of June 1, 2021 (“Effective Date”), is made by and between Silo Pharma having its principal offices at 560 Sylvan Avenue, Suite 3160 Englewood Cliffs, NJ 07632, (“Sponsor”), and The Regents of the University of California, on behalf of its San Francisco Campus, with offices at Wayne and Gladys Valley Tower, 490 Illinois Street, 5th Floor, Campus Box 1209, San Francisco, CA 94143 (“UCSF”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 27th, 2021 • Silo Pharma, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) entered into this ___ day of September 2021, by and between Silo Pharma, Inc. (the “Seller”) [ ](the “Purchaser”) (collectively, the “Parties”).
EXCHANGE AGREEMENTExchange Agreement • April 21st, 2020 • Uppercut Brands, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
EXCHANGE AGREEMENT (the “Agreement”) is made as of the ___ day of April 2020, by and between Uppercut Brands, Inc., a Delaware corporation (the “Company”), and the investor signatory hereto (the “Investor”).
UPPERCUT BRANDS, INC. CONSULTING AGREEMENTConsulting Agreement • April 21st, 2020 • Uppercut Brands, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York
This CONSULTING AGREEMENT (the “Agreement”) is made and entered into as of April __, 2020 (the “Effective Date”), by and between Uppercut Brands, Inc., a Delaware corporation (the “Company”), and ___________________ (“Consultant”).
RETURN TO TREASURY AGREEMENTReturn to Treasury Agreement • December 20th, 2018 • Point Capital, Inc. • Miscellaneous business credit institution • New York
THIS AGREEMENT (“Agreement”) is made as of the __ day of __________________, 2018, by and between Point Capital, Inc., a Delaware corporation (the “Company”) and ________________ (the “Shareholder”).
JOINT VENTURE AGREEMENTJoint Venture Agreement • April 28th, 2021 • Silo Pharma, Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware
This Joint Venture Agreement (the “Agreement”) is made and entered into this 22nd day of April, 2021 (the “Effective Date”), by and between Silo Pharma, Inc., a Delaware Corporation (“Silo”) and Zylö Therapeutics, Inc., a Delaware corporation (“ZTI”), for the formation of [Ketamine Joint Venture, LLC] (the “Joint Venture”). Silo and ZTI are severally referred to herein as a “Joint Venturer” and collectively as the “Joint Venturers.” The names, addresses, and interests of the Joint Venturers in the Joint Venture are listed in Exhibit A attached hereto and incorporated herein by reference for all purposes.
Master License Agreement between University of Maryland, Baltimore and Silo Pharma, Inc.Master License Agreement • February 16th, 2021 • Silo Pharma, Inc. • Apparel & other finishd prods of fabrics & similar matl • Maryland
This Master License Agreement (“Agreement”) is effective as of the date of the last signature on the signature page (“Effective Date”) and is made by and between the University of Maryland, Baltimore (“University”), a public university that is part of the University System of Maryland (which is a public corporation and an instrumentality of the State of Maryland), and Silo Pharma, Inc., a Delaware corporation (“Company”).
Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • January 11th, 2021 • Silo Pharma, Inc. • Apparel & other finishd prods of fabrics & similar matl
This Sponsored Research Agreement (“Agreement”) is effective as of the last date of signature on the signature page below (“Effective Date”) by and between the University of Maryland, Baltimore (“UMB”), a public university of the State of Maryland, having offices at 620 West Lexington Street, 4th floor, Baltimore, Maryland 21201, and Silo Pharma, Inc., a Delaware corporation with its principal place of business at 560 Sylvan Ave, Suite 3160, Englewood Cliffs, New Jersey 078632 (“Sponsor”).
CORRECTED ASSET PURCHASE AGREEMENTCorrected Asset Purchase Agreement • December 20th, 2018 • Point Capital, Inc. • Miscellaneous business credit institution • Delaware
THIS, ASSET PURCHASE AGREEMENT, (the “Agreement”) dated September 28, 2018, among Point Capital, Inc., a Delaware corporation (the “Buyer”) and Blind Faith Concepts Holdings, Inc. a Nevada corporation (the “Seller”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 18th, 2022 • Silo Pharma, Inc. • Apparel & other finishd prods of fabrics & similar matl
This First Amendment to Employment Agreement is made and entered into as of October 12, 2022 (the “Effective Date”), by and between Daniel Ryweck (the “Employee”) and Silo Pharma, Inc., a Delaware corporation (the “Company”), the Corporation and the Employee are collectively referred to herein as the “Parties.”
