BullFrog AI Holdings, Inc. Sample Contracts
COMMON STOCK PURCHASE WARRANT BULLFROG AI HOLDINGS, INC.Common Stock Purchase Warrant • October 21st, 2024 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations • New York
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 that is six (6) months from the date of issuance (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on a date that is five years after the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BullFrog AI Holdings, 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 AGREEMENTSecurities Purchase Agreement • October 21st, 2024 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of October 18, 2024, by and between BULLFROG AI HOLDINGS, 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”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT BULLFROG AI HOLDINGS, INC.Pre-Funded Common Stock Purchase Warrant • October 21st, 2024 • BullFrog AI Holdings, 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 of issuance (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BullFrog AI Holdings, 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 CONVERTIBLE PROMISSORY NOTEConvertible Security Agreement • October 19th, 2022 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations
THIS ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE is duly authorized and validly issued at a 10% original issue discount by Bullfrog AI Holdings, Inc., a Nevada corporation (the “Company”) (the “Note”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 21st, 2024 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE WARRANTSecurities Agreement • October 19th, 2022 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, <HOLDER>., 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 the close of business on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bullfrog AI Holdings, Inc., a Nevada corporation (the “Company”), up to <WARRANT SHARES> shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant issued pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) entered into as of the Initial Exercise Date between the Company and the initial Holder.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 14th, 2025 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations • Nevada
This Indemnification Agreement (“Agreement”), dated as of _________, is by and between Bullfrog AI Holdings, Inc., a Nevada corporation (the “Company”) and _______________ (the “Indemnitee”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT BULLFROG AI HOLDINGS, INC.Placement Agent Agreement • October 21st, 2024 • BullFrog AI Holdings, 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 that is six (6) months from the date of issuance (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on a date that is five years after the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BullFrog AI Holdings, 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 Placement Agency Agreement by and between the Company and WallachBeth Capital LLC, dated as of October 18,
FORM OF WARRANT AGENT AGREEMENTWarrant Agent Agreement • February 6th, 2024 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations • New York
This Warrant Agent Agreement (this “Warrant Agreement”), dated as of [__], 2024 (the “Issuance Date”) is between Bullfrog AI Holdings, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and VStock Transfer, LLC, a California limited liability company (the “Warrant Agent”).
BULLFROG AI HOLDINGS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 6th, 2024 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations • New York
BULLFROG AI HOLDINGS, INC., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom WallachBeth Capital, LLC is acting as Representative (the “Representative”), an aggregate of 1,507,139 shares (each, a “Firm Share” and in aggregate, the “Firm Shares”) of the Company’s common stock, $0.00001 par value per share (the “Common Stock”) (or pre-funded warrants (each, a “Firm Pre-Funded Warrant,” and in the aggregate, the “Firm Pre-Funded Warrants”) to purchase one share of Common Stock (the “Firm Pre-Funded Warrant Shares”) at an exercise price of $0.001 per share of Common Stock until such time as the Pre- Funded Warrant is exercised in full, subject to adjustment as provided in the Pre-Funded Warrant in lieu thereof), and an aggregate of 1,507,139 warrants (each, a “Firm Warrant,” and in the aggregate, the “Firm Warrants”)
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 19th, 2022 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April [*], 2022, by and between BullFrog AI Holdings, Inc., a Nevada corporation (the “Company”), and each lender party that executes the signature page hereto as a purchaser (each, a “Purchaser” and collectively, the “Purchasers”).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • February 21st, 2023 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations • New York
This Warrant Agent Agreement (this “Warrant Agreement”), dated as of February 16, 2023 (the “Issuance Date”) is between Bullfrog AI Holdings, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and VStock Transfer, LLC, a California limited liability company (the “Warrant Agent”).
BULLFROG AI Holdings, INC. UP TO $20,000,000 OF COMMON STOCK (par value $0.00001 per share) At-the-market SALES AGREEMENTAt-the-Market Sales Agreement • April 28th, 2025 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations • New York
Bullfrog AI Holdings, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with BTIG, LLC (“BTIG” and, together with the Company, the “Parties”), as follows:
CONFIDENTIAL THE GEORGE WASHINGTON UNIVERSITY Patent License AgreementPatent License Agreement • December 8th, 2022 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations • District of Columbia
This Patent License Agreement (this “Agreement”) is between the George Washington University, a congressionally chartered not-for-profit corporation (“University”) located in the District of Columbia, and BullFrog AI Holdings, Inc., a Nevada corporation, having a principal place of business at 325 Ellington Blvd., #317, Gaithersburg, MD 20878 (“Company”). This Agreement will become effective as of January 14th, 2022 (the “Effective Date”). University and Company are collectively or individually, the “Parties” or “Party”.
LICENSE AGREEMENTLicense Agreement • December 8th, 2022 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations • Maryland
This license agreement (the “Agreement”) is entered into and made effective as of July 8, 2022 (the “Effective Date”) between The Johns Hopkins University Applied Physics Laboratory LLC, a Maryland limited liability company, having business offices at 11100 Johns Hopkins Road, Laurel, Maryland 20723 (“APL”) and BullfrogAI, Inc., a Delaware corporation having business offices at P.O. Box 336, Boyds, Maryland 20841 (“Licensee”). For purposes of this Agreement, APL and Licensee may be individually referred to as a “Party,” and collectively referred to as the “Parties.”
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • December 8th, 2022 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations • Maryland
This AGREEMENT is entered into by and between the Johns Hopkins University (“JHU”), a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218- 2695, and BullFrog AI Holdings, Inc., (“LICENSEE”), a Nevada corporation having an address at 325 Ellington Blvd., #317, Gaithersburg, MD 20878, and is effective on the 22nd day of February, 2022 (“EFFECTIVE DATE”).
COMMERCIAL AGREEMENTCommercial Agreement • October 20th, 2023 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations • Maryland
This COMMERCIAL AGREEMENT (this “Agreement”) is entered into as of October 16, 2023 (the “Effective Date”), by and between Lieber Institute, Inc. (d/b/a: Lieber Institute for Brain Development) (“LIBD”) and BullFrog AI Management, LLC (“BFAI” or “BullFrogAI”). Each of BFAI and LIBD is sometimes referred to individually herein as a “Party” and collectively as the “Parties”.
Amendment No. 1 to License Agreement with BullfrogAI, Inc.License Agreement • June 5th, 2023 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations
The License Agreement, effective July 8, 2021, (“Agreement”) between The Johns Hopkins University Applied Physics Laboratory LLC (“APL”) and BullfrogAI, Inc., a Delaware corporation (“Licensee”) having business offices at 325 Ellington Blvd. #317 Gaithersburg, MD 20878, is, as of June 1, 2023, amended in accordance with Section 12.8 of the Agreement, as follows (“Amendment No. 1”):
LICENSE AGREEMENTLicense Agreement • December 8th, 2022 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations
This License Agreement (“Agreement”) is between The Johns Hopkins University Applied Physics Laboratory LLC, a Maryland limited liability company, with its principal office at 11100 Johns Hopkins Road, Laurel, MD 20723-6099 (hereinafter “JHU/APL”) and Bullfrog Al Inc. (hereinafter “Company”), having an address at PO Box 336, Boyds, MD 20841.
BULLFROG AI HOLDINGS, INC. 2025 REFRESH RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 19th, 2026 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations • Nevada
This 2025 REFRESH RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) dated as of [________] (the “Date of Grant”), is made by Bullfrog AI Holdings, Inc., a Nevada corporation (the “Company”), to [___________] (the “Participant”).
FEASIBILITY AGREEMENTFeasibility Agreement • March 30th, 2026 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations
[***] and its affiliates (“[***]”) desire to retain BullFrog AI Holdings, Inc. (“Company”), with an address of 325 Ellington Blvd. #317 Gaithersburg, Md 20878, for performance of Feasibility Services (as defined below) pursuant to the terms and conditions of this Feasibility Agreement (“Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 16th, 2025 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 15, 2025, by and between BULLFROG AI HOLDINGS, INC., a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
BULLFROG AI HOLDINGS, INC. Stock Option AgreementStock Option Agreement • March 14th, 2025 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations
This STOCK OPTION AGREEMENT (this “Agreement”), made and entered into on the th day of January 2025 (the “Grant Date”), by and between (the “Participant”) and Bullfrog AI Holdings, Inc., a Nevada corporation (the “Company”), sets forth the terms and conditions of stock options issued to the Participant pursuant to the Company’s 2022 Equity Incentive Plan (the “Plan”) and this Agreement, which options have been approved by the Company’s Board of Directors. Any capitalized terms used but not defined herein shall have the meaning prescribed in Annex A or in the Plan.
LICENSE AGREEMENTLicense Agreement • October 19th, 2022 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations • Maryland
This license agreement (the “Agreement”) is entered into and made effective as of July 8, 2022 (the “Effective Date”) between The Johns Hopkins University Applied Physics Laboratory LLC, a Maryland limited liability company, having business offices at 11100 Johns Hopkins Road, Laurel, Maryland 20723 (“APL”) and BullfrogAI, Inc., a Delaware corporation having business offices at P.O. Box 336, Boyds, Maryland 20841 (“Licensee”). For purposes of this Agreement, APL and Licensee may be individually referred to as a “Party,” and collectively referred to as the “Parties.”
DATA USE AND TECHNOLOGY PARTNERSHIP AGREEMENTData Use and Technology Partnership Agreement • September 14th, 2023 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations • Maryland
This Data Use and Technology Partnership Agreement (the “Agreement”) is made effective as of September 7, 2023 (“Effective Date”), by and between the Lieber Institute, Inc. (d/b/a: Lieber Institute for Brain Development) (“LIBD”) and BullFrog AI Management, LLC (“BullFrogAI”). LIBD and BullFrogAI are hereinafter individually referred to as a “Party” and collectively as the “Parties”.
MASTER SERVICES AGREEMENTMaster Services Agreement • December 17th, 2024 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations • Delaware
This Master Services Agreement (the “Agreement”) is made effective as of December 13, 2024 (the “Effective Date”), by and between Bullfrog AI Holdings, Inc., a Nevada corporation, with its principal place of business being 325 Ellington Blvd., Unit 317, Gaithersburg, MD 20878 (the “Company”), and Danforth Global, Inc., a Delaware corporation, with its principal place of business being 300 5th Avenue, Waltham, MA 02451 (“Danforth Global”), on behalf of itself and the applicable Danforth Subsidiaries (as defined herein). The Company and Danforth (as defined herein) are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”
PURCHASE AGREEMENTPurchase Agreement • September 16th, 2025 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations • Nevada
PURCHASE AGREEMENT (the “Agreement”), dated as of September 15, 2025, by and between BULLFROG AI HOLDINGS, INC., a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
EXCHANGE AGREEMENTExchange Agreement • October 19th, 2022 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations
This Exchange Agreement is made this 2nd day of June, 2020 by and between Bullfrog AI Holdings, Inc. a Nevada corporation (“Holdings”), and Vininder (Vin) Singh.
Gerald R. Newman & AssociatesBusiness Services Development Agreement • October 19th, 2022 • BullFrog AI Holdings, Inc. • Pharmaceutical preparations • California
This Business Services Development Agreement (the “Agreement”) confirms the terms and conditions of the engagement of Gerald R. Newman, (“CONSULTANT”) by BullFrog AI Holdings, Inc., a Delaware Corporation (the “Company”) to render certain professional services to the Company.