Exhibit 1U-3.1
Alzamend
Neuro, Inc.
Warrant
To Purchase Shares of Common Stock
Date of Issuance: ____________, 2021 (“Issuance
Date”)
Alzamend Neuro, Inc.,
a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Digital Power Lending LLC the registered holder hereof or its permitted assigns
(the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise
Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Shares of Common Stock (including any Warrant
to Purchase Shares of Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any
time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below),
___________ (subject to adjustment as provided herein), fully paid and non-assessable shares of Common Stock (as defined below)
(the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the
meanings set forth in that certain Securities Purchase Agreement, dated as of March 9, 2021, by and between the Company and Holder
(the “Agreement”).
1. EXERCISE
OF WARRANT.
(a) Mechanics
of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section
1(e)), this Warrant may be exercised by the Holder on any day on or after the Issuance Date in whole or in part, by delivery (whether
via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “Exercise
Notice”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of
this Warrant as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on
the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant was so exercised (in respect of such
specific exercise, the “Aggregate Exercise Price”) in cash or via wire transfer of immediately available funds.
The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. Execution and
delivery of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of
the original of this Warrant certificate and issuance of a new Warrant certificate evidencing the right to purchase the remaining
number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have
the same effect as cancellation of the original of this Warrant certificate after delivery of the Warrant Shares in accordance
with the terms hereof. On or before the first (1st) Trading Day following the date on which the Company has received
an Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice,
in the form attached hereto as Exhibit B, to the Holder and the Company’s transfer agent (the “Transfer
Agent”). On or before the second (2nd) Trading Day following the date on which the Company has received such
Exercise Notice, the Company shall credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant
to such exercise to the Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”)
through its Deposit/ Withdrawal at Custodian system, if available. Upon delivery of an Exercise Notice, the Holder shall be deemed
for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been
exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account, if available. If this Warrant
is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this
Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request
of the Holder and upon surrender hereof by the Holder at the principal office of the Company, the Company shall as soon as practicable
and in no event later than three (3) Business Days after any exercise and at its own expense, issue and deliver to the Holder (or
its designee) a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable
immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is
exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares
of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees
which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant.
(b) Exercise
Price. For purposes of this Warrant, “Exercise Price” means $3.00, subject to adjustment as provided herein.
(c) Company’s
Failure to Timely Deliver Securities. To the extent permitted by law, the Company’s obligations to issue and deliver
the shares of Common Stock upon exercise of the Warrant in accordance with the terms hereof are absolute and unconditional, irrespective
of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery
of any judgment against any person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination,
or any breach or alleged breach by the Holder or any other person of any obligation to the Company or any violation or alleged
violation of law by the Holder or any other person, and irrespective of any other circumstance that might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of the shares of Common Stock. Nothing herein shall limit
the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver the shares
of Common Stock issuable upon exercise of this Warrant as required pursuant to the terms hereof.
(d) Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares
to be issued pursuant to the terms hereof, the Company shall promptly issue to the Holder the number of Warrant Shares that are
not disputed, provided that following such issuance to Holder such dispute shall be resolved in accordance with Section 13.
(e) Limitations
on Exercises and Exchanges. Notwithstanding anything to the contrary contained in this Warrant, this Warrant shall not be exercisable
or exchangeable by the Holder hereof to the extent (but only to the extent) that the Holder or any of its affiliates would beneficially
own in excess of 4.99% of the number of shares of Common Stock outstanding after giving effect to the issuance of shares of
Common Stock issuable upon exercise of the Warrants calculated in accordance with Section 13(d) of the 1934 Act (the “Maximum
Percentage”). To the extent the above limitation applies, the determination of whether this Warrant shall be exercisable
or exchangeable (vis-à-vis other convertible, exercisable or exchangeable securities owned by the Holder or any of its affiliates)
and of which such securities shall be exercisable or exchangeable (as among all such securities owned by the Holder) shall, subject
to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise
or exchange (as the case may be). No prior inability to exercise or exchange this Warrant pursuant to this paragraph shall have
any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability
or exchangeability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations (including,
without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d)
of the 1934 Act and the rules and regulations promulgated thereunder. The provisions of this paragraph shall be implemented in
a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof)
which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or
to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations
contained in this paragraph shall apply to a successor Holder of this Warrant. The holders of shares of Common Stock shall be third
party beneficiaries of this paragraph and the Company may not waive this paragraph without the consent of holders of a majority
of its shares of Common Stock. For any reason at any time, upon the written or oral request of the Holder, the Company shall within
two (2) Business Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding, including
by virtue of any prior conversion or exercise or exchange of convertible or exercisable or exchangeable securities into shares
of Common Stock, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Agreement or that
certain Master Exchange Agreement entered into by and between the Holder and the Company on February 10, 2020.
(f) Reservation
of Shares; Insufficient Authorized Shares. The Company shall initially reserve out of its authorized and unissued shares of
Common Stock a number of shares of Common Stock equal to 100% of the maximum number of Warrant Shares issuable to satisfy the Company’s
obligations to issue shares of Common Stock hereunder, and the Company shall at all times keep reserved for issuance under this
Warrant a number of shares of Common Stock equal to 100% of the maximum number of Warrant Shares issuable to satisfy the Company’s
obligation to issue shares of Common Stock hereunder. If, notwithstanding the foregoing, and not in limitation thereof, at any
time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of
Common Stock to satisfy its obligation to reserve for issuance upon exercise or exchange of this Warrant at least a number of shares
of Common Stock equal to the number of shares of Common Stock as shall from time to time be necessary to effect the exercise or
exchange this Warrant or the portion of this Warrant then outstanding (the “Required Reserve Amount”) (an “Authorized
Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized
shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this Warrant then
outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence
of an Authorized Share Failure, but in no event later than ninety (90) days after the occurrence of such Authorized Share Failure,
the Company shall hold a meeting of its shareholders for the approval of an increase in the number of authorized shares of Common
Stock. In connection with such meeting, the Company shall provide each shareholder with a proxy statement and shall use its reasonable
efforts to solicit its shareholders’ approval of such increase in authorized shares of Common Stock and to cause its board
of directors to recommend to the shareholders that they approve such proposal.
2. ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and number of Warrant Shares issuable upon exercise of this
Warrant are subject to adjustment from time to time as set forth in this Section 2.
(a) Stock
Dividends and Splits. Without limiting any provision of Section 4, if the Company, at any time on or after the Issuance Date,
(i) pays a stock dividend on one or more classes of its then outstanding shares of Common Stock or otherwise makes a distribution
on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides (by any stock split, stock dividend, recapitalization
or otherwise) one or more classes of its then outstanding shares of Common Stock into a larger number of shares or (iii) combines
(by combination, reverse stock split or otherwise) one or more classes of its then outstanding shares of Common Stock into a smaller
number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the
number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of
shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall
become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution,
and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date
of such subdivision or combination. If any event requiring an adjustment under this paragraph occurs during the period that an
Exercise Price is calculated hereunder, then the calculation of such Exercise Price shall be adjusted appropriately to reflect
such event.
(b) Number
of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to this Section 2, the number of Warrant
Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such
adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate
Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on exercise contained herein).
(c) Calculations.
All calculations under this Section 2 shall be made by rounding to the nearest 1/10000th of cent and the nearest 1/100th
of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or
held by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of shares
of Common Stock.
(d) Other
Events. In the event that the Company shall take any action to which the provisions hereof are not strictly applicable, or,
if applicable, would not operate to protect the Holder from dilution or if any event occurs of the type contemplated by the provisions
of this Section 2 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation
rights, phantom stock rights or other rights with equity features), then the Company’s board of directors shall in good faith
determine and implement an appropriate adjustment in the Exercise Price and the number of Warrant Shares (if applicable) so as
to protect the rights of the Holder, provided that no such adjustment pursuant to this Section 2(d) will increase the Exercise
Price or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 2, provided further that if the
Holder does not accept such adjustments as appropriately protecting its interests hereunder against such dilution, then the Company’s
board of directors and the Holder shall agree, in good faith, upon an independent investment bank of nationally recognized standing
to make such appropriate adjustments, whose determination shall be final and binding and whose fees and expenses shall be borne
by the Company.
3. RIGHTS
UPON DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 2 above, if the Company shall declare or make
any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way
of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, indebtedness,
property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar
transaction, other than a distribution of shares of Common Stock covered by Section 2(a)) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock
acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation,
the Maximum Percentage) immediately before the date on which a record is taken for such Distribution, or, if no such record is
taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution
(provided, however, to the extent that the Holder’s right to participate in any such Distributions would result in the Holder
exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to such extent (or
the beneficial ownership of any such shares of Common Stock as a result of such Distribution to such extent) and such Distribution
to such extent shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not
result in the Holder exceeding the Maximum Percentage).
4. PURCHASE
RIGHTS; FUNDAMENTAL TRANSACTIONS.
(a) Purchase
Rights. In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants, issues or sells any
Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders
of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder
had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations
on exercise hereof, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken
for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders
of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the
extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Maximum
Percentage, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership
of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall
be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the
Maximum Percentage).
(b) Fundamental
Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes
in writing all of the obligations of the Company under this Warrant and the other Transaction Documents related to this Warrant
in accordance with the provisions of this Section 4(b) pursuant to written agreements in form and substance reasonably satisfactory
to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements confirming the obligations
of the Successor Entity as set forth in this paragraph (b) and (c) and elsewhere in this Warrant and an obligation to deliver to
the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar
in form and substance to this Warrant, including, without limitation, which is exercisable for a corresponding number of shares
of capital stock equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard
to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies
the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common
Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such adjustments to the number of
shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately
prior to the consummation of such Fundamental Transaction). Notwithstanding the foregoing, at the election of the Holder upon exercise
of this Warrant following a Fundamental Transaction, the Successor Entity shall deliver to the Holder, in lieu of the shares of
Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 3 and 4(a) above,
which shall continue to be receivable thereafter)) issuable upon the exercise of this Warrant prior to the applicable Fundamental
Transaction, such shares of common stock (or its equivalent) of the Successor Entity, or other securities, cash, assets or other
property, which the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction had
this Warrant been exercised immediately prior to the applicable Fundamental Transaction; provided, however, that such amount of
reserved shares of Common Stock shall be limited by the Maximum Percentage of shares of Common Stock as set forth in Section 1(e).
(c) Application.
The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions and shall be applied
as if this Warrant (and any such subsequent warrants issued hereunder) were fully exercisable and without regard to any limitations
on the exercise of this Warrant (provided that the Holder shall continue to be entitled to the benefit of the Maximum Percentage,
applied however with respect to shares of capital stock registered under the 1934 Act and thereafter receivable upon exercise of
this Warrant (or any such other warrant)).
5. NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its certificate of incorporation, bylaws or
through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities,
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will
at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights
of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares
of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all
such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable
shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as this Warrant is outstanding, take all action
necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting
the exercise of this Warrant, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the
exercise of this Warrant; provided, however, that such amount of reserved shares of Common Stock shall be limited by the Maximum
Percentage of shares of Common Stock as set forth in Section 1(e).
6. WARRANT
HOLDER NOT DEEMED A SHAREHOLDER. Except as otherwise specifically provided herein, the Holder, solely in its capacity as a
holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company
for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as
the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to
any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance
or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the
Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained
in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this
Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors
of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other
information given to the shareholders of the Company generally, contemporaneously with the giving thereof to the shareholders.
7. REISSUANCE
OF WARRANTS.
(a) Transfer
of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company
will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the
Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less
than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section
7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred. If, at the time of the
surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i)
registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue
sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant
to Rule 144 of the Securities Act of 1933, as amended, the Company may require, as a condition of allowing such transfer, that
the Holder or transferee of this Warrant, as the case may be, provide to the Company an opinion of counsel selected by the Holder
and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company,
to the effect that such transfer does not require registration of such transferred securities under the Securities Act.
(b) Lost,
Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant (as to which a written certification and the indemnification contemplated below shall
suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to
the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the
Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right to purchase
the Warrant Shares then underlying this Warrant.
(c) Exchangeable
for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the
Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the
number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion
of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, no warrants for fractional
shares of Common Stock shall be given.
(d) Issuance
of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant
(i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to
purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a)
or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying
the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this
Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date,
and (iv) shall have the same rights and conditions as this Warrant.
8. NOTICES.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance
with Section 7.2 of the Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant
to this Warrant, including in reasonable detail a description of such action and the reason therefor. Without limiting the generality
of the foregoing, the Company will give written notice to the Holder (i) as soon as practicable upon each adjustment of the Exercise
Price and the number of Warrant Shares, setting forth in reasonable detail, and certifying, the calculation of such adjustment(s)
and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with respect
to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any Options,
Convertible Securities or rights to purchase stock, warrants, securities, indebtedness, or other property pro rata to holders of
shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation,
provided in each case that such information (to the extent it constitutes, or contains, material, non-public information regarding
the Company shall be made known to the public prior to or in conjunction with such notice being provided to the Holder and (iii)
at least ten (10) Trading Days prior to the consummation of any Fundamental Transaction. To the extent that any notice provided
hereunder (whether under this Section 8 or otherwise) constitutes, or contains, material, non-public information regarding the
Company, the Company shall simultaneously file such notice with the SEC pursuant to a Current Report on Form 1-U or Form 8-K. It
is expressly understood and agreed that the time of execution specified by the Holder in each Exercise Notice shall be definitive
and may not be disputed or challenged by the Company.
9. AMENDMENT
AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant (other than Section 1(e)) may be amended and
the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the
Company has obtained the written consent of the Holder. The Holder shall be entitled, at its option, to the benefit of any amendment
of any other similar warrant issued under the Agreement. No waiver shall be effective unless it is in writing and signed by an
authorized representative of the waiving party.
10. SEVERABILITY.
If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues to express, without material
change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability
of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties
or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good
faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which
comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).
11. GOVERNING
LAW. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for
the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein,
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that
the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Holder from
bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations
to the Holder or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.
12. CONSTRUCTION;
HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against
any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or
affect the interpretation of, this Warrant.
13. DISPUTE
RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or fair market value or the arithmetic calculation
of the Warrant Shares (as the case may be), the Company or the Holder (as the case may be) shall submit the disputed determinations
or arithmetic calculations (as the case may be) via facsimile (i) within two (2) Business Days after receipt of the applicable
notice giving rise to such dispute to the Company or the Holder (as the case may be) or (ii) if no notice gave rise to such dispute,
at any time after the Holder or the Company (as the case may be) learned of the circumstances giving rise to such dispute. If the
Holder and the Company are unable to agree upon such determination or calculation (as the case may be) of the Exercise Price or
fair market value or the number of Warrant Shares (as the case may be) within three (3) Business Days of such disputed determination
or arithmetic calculation being submitted to the Company or the Holder (as the case may be), then the Company shall, within two
(2) Business Days submit via facsimile (a) the disputed arithmetic calculation of the Warrant Shares, the disputed determination
of the Exercise Price or fair market value (as the case may be) to an independent, reputable investment bank selected by the Holder
or (b) if acceptable to the Holder, the disputed arithmetic calculation of the Warrant Shares to the Company’s independent,
outside accountant. The Company shall cause at its expense the investment bank or the accountant (as the case may be) to perform
the determinations or calculations (as the case may be) and notify the Company and the Holder of the results no later than ten
(10) Business Days from the time it receives such disputed determinations or calculations (as the case may be). Such investment
bank’s or accountant’s determination or calculation (as the case may be) shall be binding upon all parties absent demonstrable
error.
14. REMEDIES,
CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative
and in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including
a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue
actual damages for any failure by the Company to comply with the terms of this Warrant. The Company covenants to the Holder that
there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided
for herein with respect to payments, exercises and the like (and the computation thereof) shall be the amounts to be received by
the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance
thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and
that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach
or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available remedies, to an injunction
restraining any breach, without the necessity of showing economic loss and without any bond or other security being required. The
Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm
the Company’s compliance with the terms and conditions of this Warrant (including, without limitation, compliance with Section
2 hereof). The issuance of shares and certificates for shares as contemplated hereby upon the exercise of this Warrant shall be
made without charge to the Holder or such shares for any issuance tax or other costs in respect thereof, provided that the Company
shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than the Holder or its agent on its behalf.
15. TRANSFER.
This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company.
16. CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:
(a) “Common
Stock” means (i) the Company’s Class A common stock, $0.001 par value per share, and (ii) any capital stock
into which such common stock of the Company shall have been changed or any share capital resulting from a reclassification of such
common stock.
(b) “Eligible
Market” means the Principal Market, New York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market
or the Nasdaq Capital Market.
(c) “Expiration
Date” means the date that is March 8, 2026 or, if such date falls on a
day other than a Business Day or on which trading does not take place on the Principal Market (a “Holiday”),
the next date that is not a Holiday.
(d) “Fundamental
Transaction” means that (i) the Company shall, directly or indirectly, in one or more related transactions, (1) consolidate
or merge with or into (whether or not the Company is the surviving entity) any other Person unless the shareholders of the Company
immediately prior to such consolidation or merger continue to hold more than 50% of the outstanding shares of Voting Stock after
such consolidation or merger, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially
all of its properties or assets to any other Person, or (3) allow any other Person to make a purchase, tender or exchange offer
that is accepted by the holders of more than 50% of the outstanding shares of Voting Stock of the Company (not including any shares
of Voting Stock of the Company held by the Person or Persons making or party to, or associated or affiliated with the Persons making
or party to, such purchase, tender or exchange offer), or (4) consummate a stock or share purchase agreement or other business
combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other
Person whereby such other Person acquires more than 50% of the outstanding shares of Voting Stock of the Company (not including
any shares of Voting Stock of the Company held by the other Person or other Persons making or party to, or associated or affiliated
with the other Persons making or party to, such stock or share purchase agreement or other business combination), or (ii) any “person”
or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations
promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly
or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Voting Stock of the Company.
(e) “Options”
means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.
(f) “1934
Act” means the Securities Exchange Act of 1934, as amended.
(g) “Successor
Entity” means the Person formed by, resulting from or surviving any Fundamental Transaction or the Person with which
such Fundamental Transaction shall have been entered into.
(h) “Voting
Stock” of a Person means capital stock of such Person of the class or classes pursuant to which the holders thereof have
the general voting power to elect, or the general power to appoint, at least a majority of the board of directors, managers or
trustees of such Person (irrespective of whether or not at the time capital stock of any other class or classes shall have or might
have voting power by reason of the happening of any contingency).
[signature page follows]
IN WITNESS WHEREOF,
the Company has caused this Warrant to Purchase Shares of Common Stock to be duly executed as of the Issuance Date set out above.
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Alzamend Neuro, Inc.
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By:
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Name:
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Stephan Jackman
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Title:
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Chief Executive Officer
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EXHIBIT A
EXERCISE NOTICE
TO BE EXECUTED BY THE REGISTERED HOLDER
TO EXERCISE THIS
Warrant
to Purchase Shares of Class A Common Stock
alzamend
neuro, Inc.
The undersigned holder
hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of
Alzamend Neuro, Inc., a Delaware corporation (the “Company”), evidenced by Warrant to Purchase Shares of Common
Stock dated _______ ___, 2021 (the “Warrant”). Capitalized terms used herein and not otherwise defined shall
have the respective meanings set forth in the Warrant.
1. Payment
of Exercise Price. The Holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance
with the terms of the Warrant.
2. Delivery
of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ shares of Common
Stock in respect of the exercise contemplated hereby. Delivery shall be made to Holder, or for its benefit, to the following address:
Date: _______________ __, ______
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Name of Registered Holder
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(if electronic book entry transfer)
(if electronic book entry transfer)
EXHIBIT B
ACKNOWLEDGMENT
The Company hereby
acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common Stock
in accordance with the Transfer Agent Instructions dated _________, 20__, from the Company and acknowledged and agreed to by _______________.
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Alzamend Neuro, Inc.
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By:
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Title:
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Exhibit 1U-6.1
SECURITIES PURCHASE AGREEMENT
This Securities Purchase
Agreement (this “Agreement”) is entered into and effective
as of March 9, 2021, by and between Alzamend Neuro, Inc., a Delaware corporation (the “Company”) and Digital
Power Lending LLC, a California limited liability company (including its designees, successors and assigns, the “Purchaser”).
RECITALS
A.
The parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue to Purchaser,
and Purchaser shall purchase from the Company, from time to time as provided herein, 6,666,667 shares (the “Purchased
Shares”) of Common Stock at a purchase price equal to $1.50 per such Issuable Share ($10,000,000 in the aggregate); and
B.
The offer and sale of the Purchased Shares provided for herein are being made without registration under the Securities
Act, in reliance upon the provisions of Section 4(a)(2) of the Securities Act and such other exemptions from the registration requirements
of the Securities Act as may be available with respect to any or all of the purchases of Purchased Shares to be made hereunder.
AGREEMENT
In consideration of
the premises, the mutual provisions of this Agreement, and other good and valuable consideration the receipt and adequacy of which
are hereby acknowledged, Company and Purchaser agree as follows:
ARTICLE 1
DEFINITIONS
In addition to the
terms defined elsewhere in this Agreement, the following terms have the meanings indicated in this Article I:
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common
control with a Person, as such terms are used in and construed under Rule 144 under the Securities Act. With respect to Purchaser,
without limitation, any Person owning, owned by, or under common ownership with Purchaser, and any investment fund or managed account
that is managed on a discretionary basis by the same investment manager as Purchaser will be deemed to be an Affiliate.
“Agreement”
means this Securities Purchase Agreement including the exhibits and schedules hereto.
“Closing Notice”
has the meaning set forth in Section 2.3(b).
“Closing Notice
Date” has the meaning set forth in Section 2.3(b).
“Common Stock”
means the Common Stock, par value $0.0001 per share, of the Company, and any other shares of stock issued or issuable with respect
thereto (whether by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in
connection with a combination of shares, distribution, recapitalization, merger, consolidation, other corporate reorganization
or other similar event with respect to the Common Stock).
“Contracts”
means any and all contracts, agreements, commitment, franchises, understandings, arrangements, leases, licenses, registrations,
authorizations, easements, servitudes, rights of way, mortgages, bonds, notes, guaranties, Encumbrances, evidence of indebtedness,
approvals or other instruments or undertakings to which such person is a party or to which or by which such person or the property
of such person is subject or bound, whether written or oral and whether or not entered into in the ordinary and usual course of
the Person’s business, excluding any Permits, provided that each such Contract shall provide for the payment of no less than
$50,000.
“Disclosure
Schedules” means the disclosure schedules of the Company delivered concurrently herewith, attached hereto, and incorporated
herein by reference. The Disclosure Schedules shall contain no material non-public information.
“DTC”
means The Depository Trust Company, or any successor performing substantially the same function for Company.
“Encumbrances”
means any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional
sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not
perfected, voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant
or submit to any of the foregoing in the future.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended.
“Final Tranche
Purchase Price” means Four Million Dollars ($4,000,000), payable by the Purchaser in cash.
“FINRA”
means the Financial Industry Regulatory Authority, Inc.
“Fundamental
Transaction” has the meaning set forth in the Warrant.
“Governmental
Authority” means any nation or country (including but not limited to the United States) and any commonwealth, territory
or possession thereof and any government or governmental or regulatory, legislative, executive authority thereof, or commission,
department or political subdivision thereof, whether federal, state, regional, municipal, local or foreign, or any department,
board, bureau, agency, instrumentality or authority thereof, or any court or arbitrator (public or private), including, but not
limited to, the SEC and FINRA.
“Initial Tranche
Purchase Price” means Four Million Dollars ($4,000,000) as reduced by the dollar amount of advances in the amount of
$1,750,000 previously made by Ault Global Holdings, Inc. to the Company (the “Advances”), payable by the Purchaser
by the (i) surrender for cancellation of a convertible promissory note in the principal amount of $50,000 previously issued to
Ault Global Holdings, Inc. by the Company (including accrued but unpaid interest thereon, the “Prior Indebtedness”)
(ii), plus the remainder in cash.
“Issuable
Shares” means the Purchased Shares and the Warrant Shares.
“Knowledge”
means, with respect to any Person, (x) such Person is actually aware of such fact or matter or (y) such Person should reasonably
have been expected to discover or otherwise become aware of such fact or matter after reasonable investigation, and for purposes
hereof it shall be assumed that such Person has conducted a reasonable investigation of the accuracy of the representations and
warranties set forth herein.
“Liability”
means any liability, obligation or indebtedness of whatever kind or nature (whether known or unknown, whether asserted or unasserted,
whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become
due), including any liability for Taxes.
“Loss”
or “Losses” means any and all Liability, damages, fines, fees, penalties and expenses whether or not arising
out of litigation, including without limitation, interest, reasonable expenses of investigation, court costs, reasonable out-of-pocket
fees and expenses of attorneys, accountants and other experts or other reasonable out-of-pocket expenses of litigation or other
legal proceedings, incurred in connection with the rightful enforcement of rights under this Agreement against any party hereto,
and whether or not arising out of third party claims against an indemnified party.
“Material
Adverse Effect” means any material adverse effect on (i) the legality, validity or enforceability of any Transaction
Document, (ii) the results of operations, assets, business, prospects or financial condition of the Company, taken as a whole,
or (iii) the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction
Document.
“Material
Agreement” means any material loan agreement, financing agreement, equity investment agreement or securities instrument
to which Company is a party, any agreement or instrument to which Company and Purchaser or any Affiliate of Purchaser is a party,
and any other material agreement listed, or required to be listed, on any of Company’s reports filed or required to be filed
with the SEC, including without limitation Forms 10-K, 10-Q, 8-K, 1-K, 1-SA and 1-U.
“Maximum Investment”
means Ten Million Dollars ($10,000,000).
“Officer’s
Certificate” has the meaning set forth in the Section 2.2(c)(i) hereof.
“Permits”
means any and all permits, rights, approvals, licenses, authorizations, legal status, orders or Contracts under any Legal Requirement
or otherwise granted by any Governmental Authority.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Properties”
means any and all properties and assets (real, personal or mixed, tangible or intangible) owned or used by the Company.
“Required
Approvals” means any approvals that may be required hereunder.
“Rule 144”
means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the SEC having substantially the same effect.
“SEC”
means the United States Securities and Exchange Commission.
“SEC Documents”
has the meaning set forth in Section 3.1(g).
“Secretary’s
Certificate” has the meaning set forth in the Section 2.2(c)(ii) hereof.
“Securities”
means the Issuable Shares and the Warrants.
“Securities Act” means
the Securities Act of 1933, as amended.
“Subsequent
Tranche Purchase Price” means Two Million Dollars ($2,000,000), payable by the Purchaser in cash.
“Subscription
Amount” means, as to the Purchaser, the aggregate amount to be paid for the Purchased Shares and the Warrants purchased
hereunder as specified below the Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription
Amount,” in United States dollars and in immediately available funds, whether consisting of the Initial Tranche
“Tax”
means any and all taxes, charges, fees, levies or other assessments, including, without limitation, local and/or foreign income,
net worth, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental,
customs duties, share capital, franchise, profits, withholding, social security (or similar), unemployment, disability, real property,
personal property, sales, use, service, service use, transfer, registration, recording, ad valorem, value-added, alternative or
add-on minimum, estimated, or other taxes, assessments or charges of any kind whatsoever, including any interest, penalty, or addition
thereto, whether disputed or not.
“Trading Day”
means any day on which the Common Stock is traded on the Trading Market; provided that it shall not include any day on which the
Common Stock is (a) scheduled to trade for less than 5 hours, or (b) suspended from trading.
“Trading Market”
means the OTCQB, the OTCQX, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market, the NYSE American,
or the New York Stock Exchange, whichever is at the time the principal trading system, exchange or market for the Common Stock,
but does not include the OTC Pink Sheets inter-dealer electronic quotation and trading system.
“Tranche”
has the meaning set forth in Section 2.3(f).
“Tranche Purchase
Price” means any of the Initial Tranche Purchase Price, Subsequent Tranche Purchase Price and Final Tranche Purchase
Price, as applicable.
“Transaction
Documents” means this Agreement, the Warrants and the other agreements and documents referenced herein, and the exhibits
and schedules hereto and thereto.
“Transfer
Agent” means Transfer Online or any successor transfer agent for the Common Stock.
“Warrant”
and “Warrants” have the meanings set forth in Section 2.2.
“Warrant Shares”
means the shares of Common Stock into which the Warrants are exercisable in accordance with the terms of each respective Warrant.
ARTICLE 2
PURCHASE AND SALE
2.1
Agreement to Purchase. Subject to the terms and conditions herein and the satisfaction of the conditions to closing
set forth in this Article 2, the Company hereby agrees to issue to the Purchaser and the Purchaser hereby agrees to purchase from
the Company, 6,666,667 Purchased Shares in three Tranches in accordance with Section 2.3 below and, in consideration for
the Purchased Shares, the Purchaser agrees to furnish to the Company at each Closing the applicable Tranche Purchase Price, provided
that, in the aggregate, Purchaser shall not pay more than the Maximum Investment
2.2
Warrants to be Issued to Purchaser at Closing: At each Closing, for no additional consideration, Purchaser shall be
issued five-year warrants to acquire shares of Common Stock, which Warrant shall be in the form of Exhibit C attached
hereto (each, a “Warrant” and collectively, with any warrant issued upon exchange, transfer or replacement thereof,
the “Warrants”). Each Warrant shall be issued such that, upon exercise, the number of Warrant Shares issuable
to the Purchaser underlying the applicable Warrant shall be equal to the quotient obtained by dividing the applicable Tranche Purchase
Price paid at such Closing by $2.00 (as may be adjusted for stock dividends, subdivisions, or combinations in the manner described
in the Warrant). Each Warrant shall have an exercise price (the “Exercise Price”) equal to $3.00 per share of
Common
Stock.
2.3
Closing; Conditions to Closing; Mechanics of Closing.
(a)
Closing. The purchase of Purchased Shares hereunder shall occur in three closings of $4,000,000, $2,000,000 and $4,000,000,
respectively (each, a “Closing”) which shall occur when, with regard to the Closing with respect to the Initial
Tranche, the conditions set forth in Section 2.3(b) and Section 2.3(c) have been satisfied or waived, with regard
to the Closing with respect to the Subsequent Tranche, the conditions set forth in Section 2.3(b) and Section 2.3(d)
have been satisfied or waived. and, with regard to the Closing with respect to the Final Tranche, the conditions set forth in Section
2.3(b) and Section 2.3(e) have been satisfied or waived.
(b)
Company Conditions to Closing. The obligations of the Company hereunder in connection with each Closing are subject
to the following conditions being satisfied or waived:
(i) the
accuracy in all material respects as at Closing Date of the representations and warranties of the Purchaser contained herein (unless
as of a specific date therein in which case they shall be accurate as of such date);
(ii) all
obligations, covenants and agreements of the Purchaser required by this Agreement to be performed at or prior to the Closing Date
shall have been performed; and
(iii) the
delivery by the Purchaser of the Purchaser Closing Documents.
(c)
Purchaser Conditions to Closing within Initial Tranche. The obligations of the Purchaser hereunder in connection
with a Closing within the Initial Tranche are subject to the following conditions being satisfied or waived:
(i) each
and every representation and warranty of the Company shall be true and correct as of the date when made and as of the applicable
Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date,
which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with
the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the
applicable Closing Date, including, without limitation the issuance of all Securities prior to the date of such Closing as required
by the Transaction Documents and the Company has a sufficient number of duly authorized shares of Common Stock reserved for issuance
as may be required to fulfill its obligations pursuant to the Transaction Documents and Purchaser shall have received a certificate,
executed by the Chief Executive Officer of the Company, dated as of the applicable Closing Date, to the foregoing effect and as
to such other matters as may be reasonably requested by Purchaser in the form acceptable to Purchaser (the “Officer’s
Certificate”);
(ii) the
Company shall have delivered to Purchaser a certificate, in the form previously provided to the Company by Purchaser, executed
by the Secretary of the Company and dated as of the applicable Closing Date, as to (A) the resolutions as adopted by the Company’s
board of directors authorizing the entering into the Transaction Documents and the transactions envisioned thereby, (B) the Certificate
of Incorporation of the Company and (C) the Bylaws of the Company as in effect at the applicable Closing (the “Secretary’s
Certificate”);
(iii) the
Company shall have delivered to Purchaser a certificate evidencing the formation and good standing of the Company in its jurisdiction
of formation issued by the Secretary of State of such jurisdiction of formation as of a date within ten (10) days of the applicable
Closing Date;
(iv) the
Company shall have delivered to Purchaser the Company Closing Documents;
(v) there
shall have been no breach of an obligations, covenants and agreements under the Transaction Documents and no existing event which,
with the passage of time or the giving of notice, would constitute a breach under the Transaction Documents;
(vi) from
the date hereof to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended
or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any
Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities;
(vii) the
Company shall not have suffered a Material Adverse Effect;
(viii) the
Company shall not be exposed to any additional regulatory enforcement action beyond those disclosed in the SEC Documents; and
(ix) any
other conditions contained herein or the other Transaction Documents.
(d)
Purchaser Conditions to Closing of the Subsequent Tranche. The obligations of the Purchaser hereunder in connection
with a Closing of the Subsequent Tranche are subject to the conditions set for the Section 2.2(c) being satisfied or waived;
provided that, in addition to the foregoing conditions, the Company shall have provided to the Purchaser written confirmation that
the FDA shall have approved the IND for the Company’s Phase 1a clinical trials (the “First Milestone”).
(e)
Purchaser Conditions to Closing of the Final Tranche. The obligations of the Purchaser hereunder in connection with
a Closing of the Final Tranche are subject to the conditions set for the Section 2.2(c) being satisfied or waived; provided
that, in addition to the foregoing conditions, the Company shall have provided to the Purchaser written confirmation that Company’s
Phase 1a clinical trials have been completed (the “Second Milestone”).
(f)
Procedure to Elect to Close. Subject to the Maximum Investment and the other conditions and limitations set forth
in this Agreement, at any time beginning on: (i) the date hereof, the Purchaser may, in its sole and absolute discretion, elect
to exercise one or more separate purchases of Purchased Shares under this Agreement up to the Initial Tranche Purchase Price (the
“Initial Tranche”), (ii) the receipt of written notice by the Company of satisfaction of the First Milestone,
the Purchaser may, in its sole and absolute discretion, elect to exercise one or more individual purchases of Purchased Shares
under this Agreement up to the Subsequent Tranche Purchase Price (the “Subsequent Tranche”), and (iii) the receipt
of written notice by the Company of satisfaction of the Second Milestone, the Purchaser may, in its sole and absolute discretion,
elect to exercise one or more individual purchases of Purchased Shares under this Agreement up to the Final Tranche Purchase Price
(the “Final Tranche” and with the Initial Tranche and the Subsequent Tranche, each a “Tranche”)
according to the procedures described in this Section 2.3.
(g)
Delivery of Closing Notice. The Purchaser shall, from time to time in its sole and absolute discretion, deliver an
irrevocable written notice (each, a “Closing Notice”), in the form attached hereto as Exhibit D,
to the Company stating that the Purchaser is exercising its right to purchase Purchased Shares, the number of Purchased Shares
which the Purchaser will purchase from the Company at the applicable Tranche Purchase Price. A Closing Notice delivered by the
Purchaser to the Company by 2:30 p.m. Eastern time on any Trading Day shall be deemed delivered on the same day. A Closing Notice
delivered by the Purchaser to the Company after 2:30 p.m. Eastern time on any Trading Day, or at any time on a non-Trading Day,
shall be deemed delivered on the next Trading Day. The date that the Closing Notice is deemed delivered is the “Closing
Notice Date.” Each Closing Notice shall be delivered via facsimile or electronic mail, with confirming copy by overnight
carrier, in each case to the address set forth after the signature page hereof.
(h)
Documents to be Delivered at Closing by the Company. Unless otherwise provided below, each Closing shall additionally
be conditioned upon the delivery by the Company to Purchaser of each of the following (the “Company Closing Documents”)
on or before the applicable Closing Date:
(i)
this Agreement duly executed by the Company;
(ii)
certificate(s) evidencing the number of Purchased Shares, which shall have been delivered to Purchaser or an account specified
by the Purchaser;
(iii)
a Warrant, duly executed by the Company, in the form as prescribed in Section 2.2;
(iv)
the Officer’s Certificate, executed by an officer of the Company;
(v)
the Secretary’s Certificate, executed by the Corporate Secretary of the Company;
(vi)
a Certificate of Good Standing of the Company from its jurisdiction of incorporation or formation;
(vii)
for purposes of a Closing with respect to the Subsequent Tranche, the written confirmation by the Company to the Purchaser
of the completion of the First Milestone;
(viii)
for purposes of a Closing with respect to the Final Tranche, the written confirmation by the Company to the Purchaser of
the completion of the Second Milestone;
(ix) all documents, instruments and other writings required to be delivered by the Company to Purchaser on or before the applicable
Closing Date pursuant to any provision of this Agreement or in order to implement and effect the transactions contemplated herein.
(i)
Documents to be Delivered at Closing by the Purchaser. Each Closing shall additionally be conditioned upon the delivery,
unless otherwise provided below, by Purchaser to the Company of each of the following (the “Purchaser Closing Documents”)
on or before the applicable Closing Date:
(i) this
Agreement, duly executed by the Purchaser; and
(ii) for
purposes of the Closing with respect to the Initial Tranche, the evidence of deduction of the Advances from the Initial Tranche
Purchase Price and the instruments evidencing the Prior Indebtedness.
(j)
Mechanics of Closing. Subject to such conditions set forth in this Agreement, each Closing shall occur by 5:00 p.m.
Eastern time, on the date which is two (2) Trading Days following (and not counting) the Closing Notice Date (each a “Closing
Date”) at the offices of the Company. On or before any Closing Date, the Purchaser shall deliver to the Company the Subscription
Amount, with any cash portion to be delivered in cash or immediately available funds as consideration for the purchase of the Purchased
Shares pursuant to wire instructions delivered to the Purchaser by the Company, and the applicable Purchaser Closing Documents.
The Company shall deliver to the Purchaser all Company Closing Documents on or before any Closing Date.
ARTICLE 3
REPRESENTATIONS AND
WARRANTIES
3.1
Representations and Warranties of the Company. Except as set forth under the corresponding section of the Disclosure
Schedules, which shall be deemed a part hereof and which shall not contain any material non-public information, the Company hereby
represents and warrants to, and as applicable covenants with, Purchaser as of the date hereof and as of each Closing:
(a)
Corporate Organization. The Company is duly organized and validly existing and in good standing under the laws of
the State of Delaware, and has the requisite power and authorization to own its Properties and to carry on its business as now
being conducted and as presently proposed to be conducted. The Company is duly qualified as a foreign entity to do business and
is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes
such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a
Material Adverse Effect. There is no Person in which the Company, directly or indirectly, owns share capital or holds an equity
or similar interest.
(b)
Authority. The Company has the requisite power and authority to enter into and perform its obligations under this
Agreement and each of the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof.
The execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions
contemplated hereby and thereby, including, without limitation, the issuance of the Securities, have been duly authorized by the
Company’s Board of Directors and no further filing (other than a Form D with the SEC and any other filings as may be required
by any state securities agencies, and a Form 1-U), consent, or authorization is required by the Company, its Board of Directors
or its stockholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and
constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective
terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights
and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities laws.
(c)
Consents. The Company is not required to obtain any consent from, authorization or order of, or make any filing (other
than a Form 1-U) or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other
Person in order for it to execute, deliver or perform any of its respective obligations under or contemplated by the Transaction
Documents, in each case, in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings (other than
a Form 1-U) and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or
effected on or prior to the applicable Closing Date, and the Company is not aware of any facts or circumstances which might prevent
the Company from obtaining or effecting any of the registration, application or filings contemplated by the Transaction Documents.
(d)
Conflicts; Non-Contravention; No Violations. The execution, delivery and performance of the Transaction Documents
by the Company and the consummation by the Company of the transactions contemplated hereby and thereby will not (A) result in a
violation of the Certificate of Incorporation or other organizational documents of the Company, any share capital of the Company
or Bylaws of the Company, (B) conflict with, or constitute a default (or an event which with notice or lapse of time or both would
become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement,
indenture or instrument to which the Company is a party, or (C) result in a violation of any law, rule, regulation, order, judgment
or decree, including foreign, federal and state securities laws or by which any property or asset of the Company is bound or affected
except, in the case of clause (B) or (C) above, to the extent such violations that could not reasonably be expected to have a Material
Adverse Effect.
(e)
On each date the Company issues Securities to the Purchaser, all share transfer or other taxes (other than income or similar
taxes) which are required to be paid in connection with the issuance of the Securities hereunder on such date will be, or will
have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.
(f)
SEC Documents. The Company has, during the preceding 12 months, filed with the SEC all reports and other materials
required to be filed by Regulation A of the Securities Act (“Reg A”), as applicable (all of the foregoing filed
prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents
incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective
dates, the SEC Documents complied in all material respects with the requirements of Reg A and the rules and regulations of the
SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the
SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their
respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects
with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as
of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles,
consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the
notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed
or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof
and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal
year-end audit adjustments which will not be material, either individually or in the aggregate). For so long as the Purchaser shall
hold any of the Purchased Shares, the Company shall timely file all reports required to be filed with the SEC pursuant to Reg A
or the Exchange Act, as applicable, and the Company shall not, once it has securities registered under Section 12(b) or (g) of
the Exchange Act, terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or
the rules and regulations thereunder would no longer require or otherwise permit such termination.
(g)
No Material Non-Public Information. The Company confirms that neither it nor any other Person acting on its behalf
has provided the Purchaser or its agents or counsel with any information that constitutes or could reasonably be expected to constitute
material, non-public information concerning the Company, other than the existence of the transactions contemplated by this Agreement
and the Transaction Documents. The Company understands and confirms that the Purchaser will rely on the foregoing representations
in effecting transactions in securities of the Company. To the knowledge of the Company after reasonable inquiry, all disclosures
provided to the Purchaser regarding the Company, its business and the transactions contemplated hereby, including the schedules
to this Agreement, furnished by or on behalf of the Company is true and correct in all material respects and does not contain any
untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein,
in the light of the circumstances under which they were made, not misleading.
(h)
Valid Issuance of Issuable Shares. The issuance of each of the Purchased Shares and the Warrant Shares are duly authorized
and, upon issuance in accordance with the terms of this Agreement or the Warrants, as applicable, will be validly issued, fully
paid and non-assessable and free and clear of all liens, Encumbrances and rights of refusal of any kind. The issuance of the Warrants
is duly authorized by the Company and, when executed and delivered by the Company, will be a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by
general equitable principles.
(i)
Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker,
financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions
contemplated by the Transaction Documents. The Purchaser shall have no obligation with respect to any fees or with respect to any
claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with
the transactions contemplated by the Transaction Documents.
(j)
Acknowledgement of Dilution. The Company acknowledges and agrees that (i) the issuance of the Issuable Shares pursuant
to this Agreement may have a dilutive effect, which may be substantial, (ii) neither the Company nor any of the Company’s
Affiliates has or will provide the Purchaser with any material non-public information regarding the Company or its securities,
and (iii) the Purchaser has no obligation of confidentiality to the Company and may sell any of its Issuable Shares issued pursuant
to this Agreement at any time but subject to compliance with applicable laws and regulations.
(k)
Status of the Purchaser. The Company acknowledges and agrees that with respect to this Agreement and the transactions
contemplated hereby, (i) the Purchaser is acting solely in an arm’s length capacity, (ii) the Purchaser does not make and
has not made any representations or warranties, other than those specifically set forth in this Agreement, (iii) except as set
forth in this Agreement, the Company’s obligations hereunder are unconditional and absolute and not subject to any right
of set off, counterclaim, delay or reduction, regardless of any claim the Company may have against the Purchaser, (iv) the Purchaser
has not and is not acting as a legal, financial, accounting or tax advisor to the Company, or agent or fiduciary of the Company,
or in any similar capacity, and (v) any statement made by the Purchaser or any of the Purchaser’s representatives, agents
or attorneys is not advice or a recommendation to the Company.
(l)
Shell Company Status. The Company is not an issuer identified in, or subject to, Rule 144(i) under the Securities
Act.
(m)
Blue Sky Matters. The Company shall take such action as the Purchaser shall reasonably determine is necessary in
order to qualify the Securities issuable to the Purchaser hereunder under applicable securities or “blue sky” laws
of the states of the United States for the issuance to the Purchaser hereunder and for resale by the Purchaser to the public (or
to obtain an exemption from such qualification). Without limiting any other obligation of the Company hereunder, the Company shall
timely make all filings and reports relating to the offer and issuance of such Securities required under all applicable securities
laws (including, without limitation, all applicable federal securities laws and all applicable state securities or “blue
sky” laws), and the Company shall comply with all applicable federal, state, local and foreign laws, statutes, rules, regulations
and the like relating to the offering and issuance of such Securities to the Purchaser.
(n)
Legal Proceedings. No injunctions or other legal proceedings relating to the Transaction Documents is pending or
threatened against the Company.
(o)
No Defaults. Except as disclosed in SEC Documents and/or in Schedule 3.1(o) hereof, the Company is not in
a default under, or has given to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture
or instrument to which the Company is a party.
3.2
Representations and Warranties of Purchaser. Purchaser hereby represents and warrants as of the date hereof as follows:
(a)
Authority. The Purchaser has all necessary company power and authority to execute and deliver the Transaction Documents,
to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery
of this Agreement and the Transaction Documents by the Purchaser, and the consummation by the Purchaser of the transactions contemplated
hereby have been duly and validly authorized by its Manager, and no other company proceedings on the part of the Purchaser are
necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement and the Transaction
Documents have been duly validly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery
by the Company, constitute a legally valid and binding obligation of the Purchaser, each enforceable against the Purchaser in accordance
with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and other similar laws affecting creditors’ rights generally and subject to the effect of general principles of
equity, whether considered in a proceeding in equity or at law).
(b)
No Conflict. None of the execution, delivery or performance of the Transaction Documents by the Purchaser, the consummation
by the Purchaser of the transactions contemplated by this Agreement, or compliance by the Purchaser with any of the provisions
of this Agreement will (with or without notice or lapse of time, or both): (a) conflict with or violate any provision of the organizational
or governing documents of the Purchaser, or (b) assuming that all consents, approvals, authorizations and permits described in
Section 3.1(c) have been obtained and all filings and notifications described in Section 3.1(c) have been made and
any waiting periods thereunder have terminated or expired, conflict with or violate any law applicable to the Purchaser, except,
with respect to clause (b), for any such conflicts, violations, consents, breaches, losses, defaults, other occurrences which,
individually or in the aggregate, have not had a material adverse effect on the ability of the Purchaser to perform its obligations
hereunder.
(c)
Information in the Form 1-U. The information supplied by the Purchaser in writing expressly for inclusion or incorporation
by reference in the Form 1-U (as hereinafter defined) and any amendment thereof or supplement thereto, will not, on the date submitted
to the Company, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading;
provided, that such information shall only consist the name, address and other information that is required to be provided in the
Form 1-U for purposes of identifying the Purchaser.
(d)
No Litigation. There are no actions, suits, arbitrations, mediations, proceedings or claims pending or, to the knowledge
of the Purchaser, threatened against Purchaser that seek to restrain or enjoin the consummation of the transactions contemplated
hereby.
(e)
Securities Act Representations.
(i)
Restricted Shares. The Purchaser represents that it understands that the Securities to be sold to it pursuant to
this Agreement will not be registered pursuant to the registration requirements of the Securities Act and that the resale of such
Securities is subject to certain restrictions hereunder and under federal and state securities laws. The Purchaser represents that
it is acquiring such Securities for its own account, not as a nominee or agent, and not with a view to the distribution thereof
in violation of applicable securities laws. The Purchaser further represents that it has been advised and understands that to the
extent such Securities have not been registered under the Securities Act, such Securities must be held indefinitely unless (i)
the resale of such Securities has been registered under the Securities Act, (ii) a sale of such Securities is made in conformity
with the holding period, volume and other limitations of Rule 144 promulgated by the SEC under the Securities Act, or (iii) in
the opinion of counsel reasonably acceptable to the Company, some other exemption from registration is available with respect to
any proposed sale, transfer or other disposition of such Securities.
(ii)
Legend. The Purchaser represents that it has been advised and understands that, subject to applicable securities
laws, stop transfer instructions will be given to the Company’s Transfer Agent with respect to the Securities and that a
legend, substantially in the form provided for in Section 5.1(b) hereof, setting forth the restrictions on transfer will
be set forth on the certificates for the Issuable Shares or any substitutions therefor.
(iii)
Certain Fees. Purchaser represents that it has not paid, and shall not pay, any commissions or other remuneration,
directly or indirectly, to any third party for the solicitation of any transaction contemplated by this Agreement and no additional
consideration from the Purchaser was received or will be received by the Company for the Securities.
(iv)
Absence of Reliance. Purchaser understands and acknowledges that the issuance and transfer to it of the Securities
has not been reviewed by the SEC or any state securities regulatory authority because such transaction is intended to be exempt
from the registration requirements of the Securities Act, and applicable state securities laws. Purchaser understands that the
Company is relying upon the truth and accuracy of, and Purchaser’s compliance with, the representations, warranties, acknowledgments
and understandings of Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility
of Purchaser to acquire the Securities.
(v)
Status of Purchaser. Purchaser has such knowledge and experience in financial and business matters that it is capable
of evaluating the merits and risks of Purchaser’s investment in the Company through Purchaser’s acquisition of the
Securities. Purchaser is able to bear the economic risk of its investment in the Company through Purchaser’s acquisition
of the Securities for an indefinite period of time. Purchaser can afford a complete loss of such investment and has no need for
liquidity in such investment. Purchaser acknowledges that it has prior investment experience and that it recognizes and fully understands
the highly speculative nature of Purchaser’s investment in the Company pursuant to its acquisition of the Securities. Purchaser
acknowledges that it, either alone or together with its professional advisors, has the capacity to protect its own interests in
connection with the transactions contemplated hereby.
(vi)
No General Solicitation. Purchaser represents and warrants that it was not induced to invest in the Company (pursuant
to the issuance to it of the Securities) by any form of general solicitation or general advertising, including, but not limited
to, the following: (a) any advertisement, article, notice or other communication published in any newspaper, magazine or similar
media (including via the Internet) or broadcast over the news or radio or (b) any seminar or meeting whose attendees were invited
by any general solicitation or advertising.
(vii)
Acknowledgement of Receipt of Information. The Purchaser has had an opportunity to ask questions and receive answers
and materials, and to discuss the business of the Company and related matters, with certain key officers of the Company regarding
the transactions contemplated hereby. The Purchaser hereby acknowledges and agrees that other than the Company’s representations
and warranties set forth in Section 3.1 hereof, neither the Company nor any of its representatives makes or has made any
representation or warranty, express or implied, at law or in equity, with respect to the business of the Company nor with respect
to the Issuable Shares.
ARTICLE 4
COVENANTS
4.1
Furnishing of Information. As long as Purchaser owns Issuable Shares, the Company covenants to timely file (or obtain
extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after
the date hereof pursuant to the Securities Act or Exchange Act, as applicable. Upon the request of Purchaser, the Company shall
deliver to Purchaser a written certification of a duly authorized officer as to whether it has complied with the preceding sentence.
As long as Purchaser owns Issuable Shares, if the Company is not required to file reports pursuant to such laws, it will prepare
and furnish to Purchaser and make publicly available in accordance with Rule 144(c) such information as is required for Purchaser
to sell the Issuable Shares under Rule 144. The Company further covenants that it will take such further action as any holder of
Issuable Shares may reasonably request, all to the extent required from time to time to enable such Person to sell such Issuable
Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144.
4.2 Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined
in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Issuable Shares in a manner that would
require the registration under the Securities Act of the sale of the Issuable Shares to Purchaser or that would be integrated with
the offer or sale of the Issuable Shares for purposes of the rules and regulations of any Trading Market such that it would require
stockholder approval prior to the closing of such other transaction unless stockholder approval is obtained before the closing
of such subsequent transaction.
4.3 Securities
Laws Disclosure; Publicity. The Company shall timely file a Current Report on Form 1-U (the “Form 1-U”)
as required by this Agreement, and shall file a press release, in each case reasonably acceptable to Purchaser, disclosing the
material terms of the transactions contemplated hereby. The Company and Purchaser shall consult with each other in issuing any
press releases with respect to the transactions contemplated hereby, and neither the Company nor the Purchaser shall issue any
such press release or otherwise make any such public statement without the prior consent of the Company, with respect to any such
press release of Purchaser, or without the prior consent of Purchaser, with respect to any such press release of the Company, which
consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing
party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing,
the Company shall not publicly disclose the name of Purchaser, or include the name of Purchaser in any filing with the SEC or any
regulatory agency, without the prior written consent of Purchaser, except (i) as contained in the Form 1-U and press release described
above, (ii) as required by federal securities law in connection with any registration statement under which the securities are
registered, (iii) to the extent such disclosure is required by law, in which case the Company shall provide Purchaser with prior
notice of such disclosure, or (iv) to the extent such disclosure is required in any SEC Report filed by the Company.
4.4 Shareholders
Rights Plan. No claim will be made or enforced by the Company or, to the Knowledge of the Company, any other Person that Purchaser
is an “Acquiring Person” under any shareholders rights plan or similar plan or arrangement in effect or hereafter adopted
by the Company, or that Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving
Issuable Shares under the Transaction Documents or under any other agreement between the Company and Purchaser. The Company shall
conduct its business in a manner so that it will not become subject to the Investment Company Act of 1940, as amended.
4.5 Corporate
Existence. So long as Purchaser owns the Warrant, the Company shall not be party to any Fundamental Transaction unless the
Company is in compliance with the applicable provisions governing Fundamental Transactions set forth in the Warrants.
4.6 Conduct
of Business. The business of the Company shall not be conducted in violation of any law, ordinance or regulation of any governmental
entity, except where such violations would not result, either individually or in the aggregate, in a Material Adverse Effect.
4.7 Passive
Foreign Investment Company. The Company shall conduct its business in such a manner as will ensure that the Company will not
be deemed to constitute a passive foreign investment company within the meaning of Section 1297 of the U.S. Internal Revenue Code
of 1986, as amended.
ARTICLE 5
REGISTER; TRANSFER AGENT INSTRUCTIONS; LEGEND
5.1
Transfer Restrictions
(a)
The Issuable Shares may only be disposed of in compliance with state and federal securities laws. In connection with any
transfer of Issuable Shares other than (i) pursuant to an effective Registration Statement or Rule 144, (ii) to the Company, (iii)
to an Affiliate of Purchaser, or (iv) in connection with a pledge as contemplated in Section 5.1(b) hereof, the Company
may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable
to the Company, to the effect that such transfer does not require registration of such transferred Issuable Shares under the Securities
Act.
(b)
Purchaser agrees to the imprinting, so long as is required by this Section 5.1 of the following legend, or substantially
similar legend, on any certificate evidencing Issuable Shares that qualify to have the legend removed as provided below:
[NEITHER] THIS SECURITY
[NOR THE SECURITIES INTO WHICH THIS SECURITY IS [CONVERTIBLE][EXERCISABLE]] HAS NOT [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 [CONVERSION] [EXERCISE] OF THIS SECURITY]] MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.
The Company agrees
to cause such legend to be removed immediately upon effectiveness of a Registration Statement, or when any securities are eligible
for sale under Rule 144 and, if requested by Purchaser or the Transfer Agent, to promptly provide at the Company’s expense
a legal opinion of counsel to the Company confirming that such legend may be removed. Company further acknowledges and agrees that
Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security
interest in some or all of the Issuable Shares to a financial institution that is an “accredited investor” as defined
in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the
terms of such arrangement, Purchaser may transfer pledged or secured Issuable Shares to the pledgees or secured parties. Such a
pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured
party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At Purchaser’s
reasonable expense, the Company will execute and deliver such documentation as a pledgee or secured party of Issuable Shares may
reasonably request in connection with a pledge or transfer of the Issuable Shares.
ARTICLE 6
TERMINATION
6.1
Termination. 6.2
(a)
The Purchaser may elect to terminate this Agreement upon the occurrence of any of the following:
(i)
if at any time the Company has filed for and/or is subject to any bankruptcy, insolvency, reorganization or liquidation
proceedings or other proceedings for relief under any bankruptcy law or any law for the relief of debtors instituted by or against
the Company;
(ii)
the Company is in breach or default of any Material Agreement, which breach or default could have a Material Adverse Effect;
(iii)
the Company is in breach or default of this Agreement, any Transaction Document, or any agreement with Purchaser or any
Affiliate of Purchaser; or
(iv)
upon the occurrence of a Fundamental Transaction.
(b)
This Agreement will automatically terminate if a Closing of the Initial Tranche has not occurred prior to March 31, 2021.
6.2
Effect of Termination. Notwithstanding anything to the contrary above, nothing contained in this Section 6 shall
be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or
the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations
under this Agreement or the other Transaction Documents
ARTICLE 7
MISCELLANEOUS
7.1
Fees and Expenses. Each party shall pay the fees and expenses of its own advisers, counsel, accountants and other experts,
if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance
of the Transaction Documents. The Company shall pay all stamp and other taxes and duties levied in connection with the sale of
the Issuable Shares, if any.
7.2
Notices. Unless a different time of day or method of delivery is set forth in the Transaction Documents, any and all
notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed
given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile
or electronic mail prior to 5:30 p.m. Eastern time on a Trading Day and an electronic confirmation of delivery is received by the
sender, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered later than 5:30 p.m.
Eastern time or on a day that is not a Trading Day, (c) three (3) Trading Days following the date of mailing, if sent by U.S. nationally
recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The
addresses for such notices and communications are those set forth following the signature page hereof, or such other address as
may be designated in writing hereafter, in the same manner, by such Person.
7.3
Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed,
in the case of an amendment, by the Company and Purchaser or, in the case of a waiver, by the party against whom enforcement of
any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall
be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition
or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the
exercise of any such right.
7.4
Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be
deemed to limit or affect any of the provisions hereof.
7.5
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written
consent of Purchaser, which consent shall not be unreasonably withheld or delayed. Purchaser may assign any or all of its rights
under this Agreement to any Affiliate.
7.6
No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective
successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person,
except as otherwise set forth in Section 7.6 hereof.
7.7
Governing Law; Dispute Resolution. All questions concerning the construction, validity, enforcement and interpretation
of the Transaction Documents shall be governed by and construed and enforced in accordance with the laws of the State of New York,
without regard to the principles of conflicts of law that would require or permit the application of the laws of any other jurisdiction.
Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated
by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors,
officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City
of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the
City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby
irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to
the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such
party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action
or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall
be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection
with the investigation, preparation and prosecution of such action or proceeding.
7.8
Survival. The representations and warranties contained herein shall survive the Closings and the delivery and conversions
of the Issuable Shares.
7.9
Execution. This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by
facsimile transmission or in a PDF by e-mail transmission, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were
an original thereof.
7.10
Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity
and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby
and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon
so agreeing, shall incorporate such substitute provision in this Agreement.
7.11
Replacement of Issuable Shares. If any certificate or instrument evidencing any Issuable Shares is mutilated, lost,
stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof,
or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory
to the Company of such loss, theft or destruction and customary and reasonable indemnity, if requested. The applicants for a new
certificate or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance
of such replacement Issuable Shares.
7.12
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery
of damages, each of Purchaser and the Company will be entitled to specific performance under the Transaction Documents. The parties
agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described
in the foregoing sentence and hereby agrees to waive in any action for specific performance of any such obligation the defense
that a remedy at law would be adequate. Neither the Company nor Purchaser shall be liable for special, indirect, consequential
or punitive damages suffered or alleged to be suffered by the other party or any third party, whether arising from or related to
the Transaction Documents or otherwise.
7.13
Payment Set Aside. To the extent that the Company makes a payment or payments to Purchaser pursuant to any Transaction
Document or Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement
or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from,
disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person
under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action),
then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.
7.14
Time of the Essence. Time is of the essence with respect to all provisions of this Agreement that specify a time for
performance.
7.15
Construction. The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity
to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments
hereto. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent,
and no rules of strict construction will be applied against any party.
7.16
Entire Agreement. This Agreement, together with the Exhibits, Appendices and Schedules hereto, contains the entire agreement
and understanding of the parties, and supersedes all prior and contemporaneous agreements, term sheets, letters, discussions, communications
and understandings, both oral and written, which the parties acknowledge have been merged into this Agreement. No party, representative,
attorney or agent has relied upon any collateral contract, agreement, assurance, promise, understanding or representation not expressly
set forth hereinabove. The parties hereby expressly waive all rights and remedies, at law and in equity, directly or indirectly
arising out of or relating to, or which may arise as a result of, any Person’s reliance on any such assurance.
IN WITNESS WHEREOF, the undersigned
has caused this Agreement to be duly executed by its authorized signatory as of the date first indicated above.
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ALZAMEND
NEURO, INC.
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Address for Notice:
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3802 Spectrum Boulevard, Suite 112C
Tampa, Florida 33612
Attention: Stephan Jackman
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By:
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Name: Stephan Jackman
Title: Chief Executive Officer
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[PURCHASER
SIGNATURE PAGE TO ALZAMEND NEURO, INC. SECURITIES PURCHASE AGREEMENT]
IN
WITNESS WHEREOF, the undersigned has caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.
Name of Purchaser: Digital
Power Lending LLC
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Signature of Authorized Signatory of Purchaser:
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Name of Authorized Signatory:
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David Katzoff
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Title of Authorized Signatory:
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Manager
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Address for Notice to Purchaser:
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201 Shipyard Way, Suite E Newport Beach, CA 92663
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Maximum Investment:
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$10,000,000
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EIN Number: _______________________
