ALZHEON, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 27th, 2018 • Alzheon, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ______________, 20[18] between Alzheon, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).
WARRANT TO PURCHASE COMMON STOCK ALZHEON, INC.Alzheon, Inc. • September 28th, 2018 • Pharmaceutical preparations • New York
THIS WARRANT TO PURCHASE COMMON STOCK (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 , 2018 (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 that is three (3) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Alzheon, Inc., a Delaware corporation (the “Company”), up to shares of Common Stock, par value $0.001 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). Terms not defined herein shall have the meanings ascribed to them in the Underwriting Agreement between ThinkEquity, a division of Fordham Financia
Employment AgreementEmployment Agreement • September 24th, 2018 • Alzheon, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (this “Agreement”), dated as of March 20, 2018, is made by and between Alzheon, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and Martin Tolar, M.D., Ph.D. (“Executive”) (collectively referred to herein as the “Parties” or individually referred to as a “Party”).
Alzheon, Inc. [•] Shares Common Stock ($0.001 par value) Underwriting AgreementAlzheon, Inc. • September 28th, 2018 • Pharmaceutical preparations • New York
Alzheon, Inc., a corporation organized under the laws of Delaware (the “Issuer”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom ThinkEquity, a division of Fordham Financial Management, Inc. (“ThinkEquity”) and H.C. Wainwright & Co., LLC are acting as representatives (collectively, the “Representatives”), [•] shares of common stock, $0.001 par value per share (“Common Stock”) of the Issuer (said shares to be issued and sold by the Issuer being hereinafter called the “Underwritten Securities”). The Issuer also proposes to grant to the Underwriters an option to purchase up to [•] additional shares of Common Stock to cover over-allotments, if any (the “Option Securities;” the Option Securities, together with the Underwritten Securities, hereinafter called the “Securities”). [The Issuer also proposes to issue to the Representatives (and/or their designees) on the Closing Date (as defined herein) warrants (collectively, the “Representa
ContractLicense Agreement • September 28th, 2018 • Alzheon, Inc. • Pharmaceutical preparations • New York
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
LEASE AGREEMENT between and ALZHEON, INC., as Tenant Framingham, Massachusetts December 29, 2014Lease Agreement • August 27th, 2018 • Alzheon, Inc. • Pharmaceutical preparations • Massachusetts
This Lease Agreement (“Lease”) is made and entered into as of December 29, 2014, by and between 111 MPA LLC, a Delaware limited liability company with its principal place of business at c/o Marcus Partners, Inc., 260 Franklin Street, Suite 620, Boston, Massachusetts 02110 (the “Landlord”) and ALZHEON, INC., a Delaware corporation with its principal place of business at 11 Speen Street, Framingham, Massachusetts 01701 (the “Tenant”).
ALZHEON, INC. AMENDED AND RESTATED STOCKHOLDERS AGREEMENTAdoption Agreement • August 27th, 2018 • Alzheon, Inc. • Pharmaceutical preparations • Delaware
This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”), is made as of May 25, 2017, by and among Alzheon, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto (together with any subsequent investors or transferees, who become parties hereto as “Investors” pursuant to Subsections 9.9(a) or 9.12 below, the “Investors”), and those certain stockholders of the Company listed on Schedule B (together with any subsequent stockholders or transferees, who become parties hereto as “Key Holders” pursuant to Subsection 9.9(b) or 9.12 below, the “Key Holders,” and together collectively with the Investors, the “Stockholders”).
