Exhibit 10.3


 


 


 


Katalyst Securities, LLC


655 Third Avenue, 18th Floor


New York, NY 10017


212.400.6993 tel


212.247.1059 fax


 


November 17, 2022


 


Robert Weinstein


Chief Financial Officer


Synaptogenix, Inc.


1185 Avenue of the Americas, 3rd Floor


New York, NY 10036


 


Re:Finder’s Fee and Indemnity Agreement


 


Dear Robert:


 


Whereas Synaptogenix, Inc. (collectively
with its affiliates, the “Company”) desires to be introduced to sources of “Financing” as defined
in Section 1(b) below, Katalyst Securities LLC (“Finder”), desires to act as a finder for the purpose of introducing
such sources to the Company. It being understood, that both parties may enter into a formal placement agency and or advisory agreement
at a later date.


 


It is agreed to as follows:


 


1.Engagement of Finder.


 


a.       
Finder may from time to time, on a non-exclusive basis, seek to find and submit to the Company an entity (or entities) or an individual
(or individuals) that is a source of financing for the Company (herein, a “Candidate”), or an agent of the Company.
Subsequent to receiving permission from the Company (either verbal or written), Finder shall proceed with introducing a Candidate(s) to
the Company, which shall subsequently be memorialized on Exhibit B hereto, which Finder may amend from time to time. Candidates for purposes
of this Agreement include:


 


i.                   
all individuals or entities whose existence becomes known to the Company as a direct or indirect result of any introduction of any Candidate
by Finder. Finder agrees that it is not an agent of the Company and may not bind or obligate the Company. Similarly, the Company
agrees that it is not an agent of the Finder and may not bind or obligate the Finder.


 


b.
“Financing” shall include debt, equity, equity-linked/convertible, or financing of whatever nature. Financing may
take the form of a direct loan, a private placement, a public offering, or a shelf offering takedown from a registration statement
on file for the Company and may take place as vendor financing or advances against future, contracts, joint ventures, strategic
partnering or some other collaborative business agreement.


 






     


     


    

 


2.       Limitations
of Agreement.


 


This Agreement shall in no
way be construed as being an Agreement of partnership in such a way that any of the individual parties of this Agreement shall have any
claim against any separate dealings, ventures, or assets of any other party nor shall be liable for any other party’s commitments
of liabilities in business or personal dealings or situations. It is further understood that the Finder has not undertaken – nor
is it expected to – conduct any due diligence in connection with this engagement as it is not opining on the merit (or lack thereof)
in connection with this engagement.


 


3.       Indemnity
Agreement.


 


a.        The
Company agrees to indemnify the Finder in accordance with the indemnification and contribution provisions set forth on Exhibit A hereto,
which provisions are incorporated by reference into and made a binding part of this Agreement.


 


b.        It
is further agreed that the Finder has done nothing more than to introduce willing parties. Notwithstanding, both parties may enter into
a placement agency agreement in order that Finder may assist in facilitating and negotiating the Financing.


 


c.      
It is further agreed that the Finder, which is merely acting as an introducing party to the Company, is in no way rendering an
opinion or advice regarding the merit and/or suitability of any agreement entered into by the Company which is contemplated by this Agreement.


 


4.       Fee
Schedule.


 


		a)	Finder’s total compensation from the Company for all of its efforts and services hereunder shall
be a fee based on a percentage of any amounts received by the Company as a result of a Financing by a Candidate. The fee shall be paid
only if, as and when the “Closing(s),” as hereafter defined, occurs. Finder shall receive a fee equal to:



 


		i.	Seven percent (7.0%) of the total cash Consideration (as defined hereinafter) received by the Company in connection with a Financing.



		ii.	In addition to the cash fee referenced in section 4(a)(i), the Company shall also grant to the Finder (or its designated affiliates)
common stock purchase warrants (the “Finder Warrants”) covering a number of shares of common stock equal to three percent
(3.0%) of the total number of shares issued in any Financing (not including any shares underlying Warrants issued in such Financing) to
a Candidate(s). The Finder Warrants will be exercisable at a price equal to the price of the securities issued to the Candidate in connection
with the Financing. The Finder Warrants shall provide for customary demand and “piggyback” registration rights, may be exercised in whole or in part,
and shall provide for “cashless” exercise.



 






     


     


    

 


		b)	“Consideration” means the gross consideration paid to the Company at the time of its
actual transfer.



 


		c)	“Closing(s)” shall be defined as when Consideration in connection with the Financing
is transferred to the Company.



 


		d)	Finder’s fee shall be due and payable on the date of the Closing(s).



 


5.       [Reserved].


 


6.       Legal
Interpretation/Arbitration.


 


This Agreement shall be enforced,
governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws. Any controversy
or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American
Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered
in any court having jurisdiction thereof. The arbitration shall take place in New York City.


 


7.       Successors
and Assigns.


 


This Agreement shall inure
to and be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns.


 


8.       Entire
Agreement.


 


This Agreement constitutes
the entire understanding of the parties concerning the subject matter herein contained. No modification of any provision of this Agreement
shall be valid and the same may not be terminated or abandoned except if agreed to in writing and signed by the parties to this Agreement.


 


9.       Notices.All notices will
be in writing and will be effective when delivered in person or sent via mail, courier or electronic mail to the party to whom it is addressed
at the following addresses or such other address as such party may advise the other in writing:


 


	To the Company:	Robert Weinstein




Chief Financial Officer


Synaptogenix, Inc.


1185 Avenue of the Americas, 3rd
Floor


New York, NY 10036


rweinstein@synaptogen.com


 


	To Finder: 	Michael A. Silverman




Katalyst Securities LLC


655 Third Avenue, 18th Floor


New York, NY 10017


MAS@katalystsecurities.com


Telephone: (917) 696-1708


 






     


     


    

 


(Signature Page and Exhibit A Follows)


 






     


     


    

 


 


	Signature of Finder	 
	 	 
	KATALYST SECURITIES LLC 	 
	 	 
	Date: 11/17/2022	 
	 	 
	By:	 
	 	 
	/s/ Michael A. Silverman	 
	Michael A. Silverman	 
	Managing Director 	 
	 	 
	By:	 
	 	 
	 	 
	Agreed and Accepted	 
	 	 
	 	 
	Signature of Company	 
	 	 
	SYNAPTOGENIX, INC.	 
	 	 
	By:	 
	 	 
	/s/ Robert Weinstein 	 
	Name:	Robert Weinstein	 
	Title:	Chief Financial Officer	 
	 	 
	Date: 	November 17, 2022	 



 


(Exhibit A Follows)


 






     


     


    

 


Exhibit A


 


INDEMNIFICATION PROVISIONS


 


Capitalized terms used in this Exhibit shall have
the meanings ascribed to such terms in the Agreement to which this Exhibit is attached.


 


The Company agrees to indemnify and hold harmless
Finder and each of the other Indemnified Parties (as hereinafter defined) from and against any and all losses, claims, damages, obligations,
penalties, judgments, awards, liabilities, costs, expenses and disbursements, and any and all actions, suits, proceedings and investigations
in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response
to a subpoena or otherwise (including, without limitation, the reasonable costs, expenses and disbursements, as and when incurred, of
investigating, preparing, pursing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation
in which any Indemnified Party is a party)) (collectively, “Losses”), caused by, relating to, based upon, arising out of,
or in connection with, Finder’s engagement by the Company, including, without limitation, any act or omission by Finder in connection
with its acceptance of or the performance or non-performance of its obligations under the Agreement between the Company and Finder to
which these indemnification provisions are attached and form a part, any breach by the Company of any representation, warranty, covenant
or agreement contained in the Agreement, or the enforcement by the Finder of its rights under the Agreement or these indemnification provisions,
except to the extent that any such Losses are found in a final judgment by a court of competent jurisdiction (not subject to further appeal)
to have resulted from the gross negligence or willful misconduct of the Indemnified Party seeking indemnification hereunder. The Company
also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company
for or in connection with the engagement of the Finder by the Company, except to the extent that any such liability is found in a final
judgment by a court of competent jurisdiction (not subject to further appeal) to have resulted from such Indemnified Party’s gross
negligence or willful misconduct.


 


These Indemnification Provisions shall extend
to the following persons (collectively, the “Indemnified Parties”): Finder, its present and former affiliated entities, managers,
members, officers, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the
officers, directors, partners, stockholders, members, managers, employees, legal counsel, agents and controlling persons of any of them.
These indemnification provisions shall be in addition to any liability which the Company may otherwise have to any Indemnified Party.


 


If any action, suit, proceeding or
investigation is commenced, as to which an Indemnified Party proposes to demand indemnification, it shall notify the Company with
reasonable promptness; provided, however, that any failure by an Indemnified Party to notify the Company shall not relieve the
Company from its obligations hereunder. An Indemnified Party shall have the right to retain counsel of its own choice to represent
it, and the reasonable fees, expenses and disbursements of such counsel shall be borne by the Company. The Indemnified Parties agree
that they will permit the Company to assume the defense and control the settlement of such action, suit, proceeding or
investigation, if they can reach an acceptable agreement as to the procedure and process. The Company shall be liable for any
settlement of any claim against any Indemnified Party made with the Company’s written consent. The Company shall not, without
the prior written consent of the Finder, settle or compromise any claim, or consent to the entry of any judgment in respect thereof,
unless such settlement, compromise or consent (i) includes, as an unconditional term thereof, the giving by the claimant to all of
the Indemnified Parties of an unconditional release from all liability in respect of such claim, and (ii) does not contain any
factual or legal admission by or with respect to an Indemnified Party or an adverse statement with respect to the character,
professionalism, expertise or reputation of any Indemnified Party or any action or inaction of any Indemnified Party.


 






     


     


    

 


In order to provide for just and equitable contribution,
if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of
competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express
provisions hereof provide for indemnification in such case, then the Company shall contribute to the Losses to which any Indemnified Party
may be subject (i) in accordance with the relative benefits received by the Company and its stockholders, subsidiaries and affiliates,
on the one hand, and the Indemnified Party, on the other hand, and (ii) if (and only if) the allocation provided in clause (i) of this
sentence is not permitted by applicable law, in such proportion as to reflect not only the relative benefits, but also the relative fault
of the Company, on the one hand, and the Indemnified Party, on the other hand, in connection with the statements, acts or omissions which
resulted in such Losses as well as any relevant equitable considerations. No person found liable for a fraudulent misrepresentation shall
be entitled to contribution from any person who is not also found liable for fraudulent misrepresentation. The relative benefits received
(or anticipated to be received) by the Company and its stockholders, subsidiaries and affiliates shall be deemed to be equal to the aggregate
consideration payable or receivable by such parties in connection with the transaction or transactions to which the Agreement relates
relative to the amount of compensation actually received by Finder in connection with such transaction or transactions. Notwithstanding
the foregoing, in no event shall the amount contributed by all Indemnified Parties exceed the amount of compensation received by Finder
pursuant to the Agreement.


 


Neither termination nor completion of the Agreement
shall affect these Indemnification Provisions which shall remain operative and in full force and effect. The Indemnification Provisions
shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnified Parties and their respective
successors, assigns, heirs and personal representatives.


 






     


     


    

 


EXHIBIT B


 


CANDIDATES