Uppercut Brands, Inc. Sample Contracts

COMMON STOCK PURCHASE WARRANT Silo Pharma, Inc.
Security Agreement • June 6th, 2024 • Silo Pharma, Inc. • Apparel & other finishd prods of fabrics & similar matl

THIS 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 ________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Silo Pharma, Inc., a Nevada 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).

SERIES [A-1][A-2] COMMON STOCK PURCHASE WARRANT Silo Pharma, Inc.
Common Stock Purchase Warrant • April 25th, 2025 • Silo Pharma, Inc. • Pharmaceutical preparations • New York

THIS SERIES [A-1][A-2] 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 [Shareholder Approval Date]1 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the ______2 anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Silo Pharma, Inc., a Nevada 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 AGREEMENT
Securities Purchase Agreement • April 25th, 2025 • Silo Pharma, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of ______, 2025, between Silo Pharma, Inc., a Nevada 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 AGREEMENT
Registration 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”).

1,000,000 SHARES of Common Stock of SILO PHARMA, INC. UNDERWRITING AGREEMENT
Underwriting 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

SECURITIES PURCHASE AGREEMENT
Securities 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”).

PRE-FUNDED COMMON STOCK PURCHASE WARRANT Silo Pharma, Inc.
Pre-Funded Common Stock Purchase Warrant • May 16th, 2025 • Silo Pharma, Inc. • Pharmaceutical preparations • New York

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 Silo Pharma, Inc., a Nevada 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).

COMMON STOCK PURCHASE WARRANT Silo Pharma, Inc.
Common Stock Purchase Warrant • July 22nd, 2024 • Silo Pharma, Inc. • Apparel & other finishd prods of fabrics & similar matl

THIS 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 ________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Silo Pharma, Inc., a Nevada 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 __, 2020
Convertible Security Agreement • November 13th, 2019 • Uppercut Brands, Inc. • 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 AGREEMENT
Securities 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”.

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Silo Pharma, Inc.
Placement Agent Common Stock Purchase Warrant • May 16th, 2025 • Silo Pharma, Inc. • Pharmaceutical preparations • New York

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 May 15, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Silo Pharma, Inc., a Nevada 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 March 5, 2025, by and between the Company and H.C. Wainwright & Co., LLC, as amended.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 22nd, 2024 • Silo Pharma, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July 18, 2024, between Silo Pharma, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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.

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Silo Pharma, Inc.
Placement Agent Common Stock Agreement • July 22nd, 2024 • Silo Pharma, Inc. • 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 date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 18, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Silo Pharma, Inc., a Nevada 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, by and between the Company and H.C. Wainwright & Co., LLC, dated as of April 23, 2024.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 16th, 2025 • Silo Pharma, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 15, 2025, between Silo Pharma, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

STRICTLY CONFIDENTIAL Silo Pharma, Inc.
Underwriting Agreement • April 29th, 2025 • Silo Pharma, Inc. • Pharmaceutical preparations • New York
LOCK-UP AGREEMENT
Lock-Up Agreement • July 22nd, 2024 • Silo Pharma, Inc. • Apparel & other finishd prods of fabrics & similar matl

Re: Securities Purchase Agreement, dated as of July ___, 2024 (the “Purchase Agreement”), between Silo Pharma, Inc. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)

COMMON STOCK PURCHASE WARRANT Silo Pharma, Inc.
Security Agreement • October 1st, 2025 • Silo Pharma, Inc. • Pharmaceutical preparations

THIS 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 the date that is five (5) years from the effective date of a resale registration statement registering the resale by the Holder of all of the Warrant Shares issued and issuable upon exercise of this Warrant (the “Termination Date”) but not thereafter, to subscribe for and purchase from Silo Pharma, Inc., a Nevada 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).

LOCK-UP AGREEMENT
Lock-Up Agreement • May 16th, 2025 • Silo Pharma, Inc. • Pharmaceutical preparations

The undersigned irrevocably agrees with the Company that, from the date hereof until sixty (60) days following the closing of the Company’s offering of registered securities pursuant to an effective registration statement on Form S-1 (File No. 333-______) (the “Offering”) (such period, the “Restriction Period”) for which Offering H.C. Wainwright & Co., LLC (the “Placement Agent”) is acting as exclusive placement agent of the Company, the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate (as defined in the Purchase Agreement (as defined below)) of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, or establish or increase

EMPLOYMENT AGREEMENT
Employment 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”).

Contract
Promissory Note • 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.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 1st, 2025 • Silo Pharma, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September ___, 2025, between Silo Pharma, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Patent License Agreement
Patent 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”).

SERIES A-2 COMMON STOCK PURCHASE WARRANT Silo Pharma, Inc.
Series a-2 Common Stock Purchase Warrant • May 16th, 2025 • Silo Pharma, Inc. • Pharmaceutical preparations • New York

THIS SERIES A-2 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 the date that is the eighteen (18) month anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Silo Pharma, Inc., a Nevada 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).

EMPLOYMENT AGREEMENT
Employment 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:

CORRECTED ASSET PURCHASE AGREEMENT
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”).

SUBSCRIPTION AGREEMENT
Subscription 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 AGREEMENT
Employment 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:

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • July 29th, 2025 • Silo Pharma, Inc. • Pharmaceutical preparations • New York

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made between MAVS HOLDINGS LLC, a Delaware limited liability corporation (“Mavs”) (the “Assignor”), and SILO PHARMA. INC., a Nevada corporation (“Assignee”), and is effective as of the date of the last signature below (the “Effective Date”).

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 AGREEMENT
Sublicense 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”).

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. EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • July 8th, 2024 • Silo Pharma, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

This exclusive license agreement (the “Agreement”) is dated June 28, 2024, (the “Effective Date”) and is between THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK, a New York corporation (“Columbia”), and SILO PHARMA INC., a Delaware corporation (the “Company”).

EXCHANGE AGREEMENT
Exchange 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”).

Termination, Commercial Evaluation License, and Option Agreement between University of Maryland, Baltimore and Silo Pharma, Inc.
Termination, Commercial Evaluation License, and Option Agreement • July 10th, 2025 • Silo Pharma, Inc. • Pharmaceutical preparations

This Termination, Commercial Evaluation License, and Option Agreement (“Agreement”) is effective as of June 30, 2025 (“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 Florida corporation (“Company”).

COMMERCIAL EVALUATION AND LICENSE AGREEMENT
Commercial 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 AGREEMENT
Advisory 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”).