SELLING AGENT AGREEMENTSelling Agent Agreement • June 11th, 2018 • Neurmedix, Inc. • Pharmaceutical preparations • New York
This letter (this “Agreement”) constitutes the agreement between NeurMedix, Inc., a Delaware corporation (the “Company”) and WestPark Capital, Inc. (“WestPark” or the “Selling Agent”) pursuant to which WestPark shall serve as the lead managing selling agent (the “Services”) for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement). The Company expressly acknowledges and agrees that WestPark’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by WestPark to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of WestPark placing the Securities.
SUBSCRIPTION AGREEMENT NOTICE TO INVESTORSSubscription Agreement • June 11th, 2018 • Neurmedix, Inc. • Pharmaceutical preparations • California
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES.
ContractNeurmedix, Inc. • June 11th, 2018 • Pharmaceutical preparations • California
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2018 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) WESTPARK CAPITAL, INC. OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS WARRANT WAS ISSUED TO THE SELLING AGENT AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF WESTPARK CAPITAL, INC.
