Exhibit 10.3


 


KATALYST
SECURITIES LLC


655 THIRD AVENUE, 18TH FLOOR


NEW YORK,
NY 10017


TEL: 212-400-6993 FAX: 212-247-1059


Member: FINRA & SIPC


 


June 14, 2021


 


STRICTLY CONFIDENTIAL


 


Mr. Robert Weinstein


CFO


Synaptogenix, Inc.


1185 Avenue of the Americas


3rd Floor


New York, NY 10036


 


Dear Mr. Weinstein:


 


This letter (the “Agreement”)
constitutes our understanding with respect to the engagement of Katalyst Securities LLC (“Katalyst”), registered broker
dealer and member of the Financial Industry Regulatory Authority (“FINRA”) and SIPC, by Synaptogenix, Inc., a
publicly traded corporation duly organized under the laws of the State of Delaware (the “Company”), to act as a non-exclusive
placement agent (the “Placement Agent”) in connection with the private placement of securities of the Company (the
“Securities”) (the “Offering”). The Offering will raise up to a total of $12,500,000 (the
 “Offering Amount”) from the sale of (i) an aggregate of 1,656,287 shares of the Company’s common stock (the
 “Common Stock”), par value $0.0001 per share (each a “Share”), (ii) Series G warrants
to purchase up to an aggregate of 1,656,287 shares of Common Stock, with a term of five (5) years from the date of effectiveness
of the registration statement and an exercise price of $8.51. Each Share and Series G Warrant will be sold together for an aggregate
purchase price of $7.547. Nothing herein implies that the Placement Agent would have the power or authority to bind the Company or an
obligation of the Company to issue any Securities or proceed with any proposed transaction. The Offering will be made pursuant to the
exemptions afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation
D promulgated thereunder and applicable state securities laws. The closing of the Offering Amount is anticipated on or about June 16,
2021, or at such time and place as mutually agreed to by the Company and the Placement Agent at the Closing as defined below (the “Offering
Period”).


 


		A.	Appointment
                                            of Katalyst.



 


During the Term (as defined
below), the Company hereby engages the Placement Agent to serve as a non-exclusive placement agent in connection with the Offering and
the Placement Agent hereby accepts such engagement on a “reasonable best efforts” basis upon the terms and conditions set
forth herein. Katalyst may offer the Securities through other broker-dealers who are FINRA members (collectively, the “Sub Agents”)
and may reallow all or a portion of Katalyst’s Broker Fees (as defined in Section B(a) and B(b) below) it receives
to such other Sub Agents or pay a finders or consultant fee as allowed by applicable law.


 



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The Company acknowledges and
agrees that Katalyst’s engagement hereunder is not an agreement or commitment, express or implied, by Katalyst or any of its affiliates
to underwrite or purchase any securities or otherwise provide financing. The proposed private placement is to be made directly by the
Company to the investors pursuant to agreements entered between the investors and the Company. Purchases of Securities may be made by
the Placement Agent and their respective officers, directors, employees and affiliates and by the officers, directors, employees and affiliates
of the Company (collectively, the “Affiliates”) for the Offering and such purchases will be made by the Affiliates
based solely upon the same information that is provided to the investors in the Offering.


 


		B.	Fees & Expenses.



 


(a)            Cash
portion. The Company hereby agrees to pay the Placement Agent (or the designees authorized by such Placement Agent),
as a condition to the Closing of the Offering, as compensation for their services hereunder, a cash fee equal to Ten Percent (10%) of
the gross proceeds from any sale of Securities in the Offering sold to Investors introduced by the Placement Agent participating in the
Closing (the “Placement Agent Cash Fee”). The Placement Agent Cash Fee will be paid by the Company in the name provided
to the Company by the Placement Agent at the time of the closing.


 


(b)            Warrant
Portion. At the final Closing of the Offering, the Company will issue to the Placement Agent (or the designees
authorized by such Placement Agent), as compensation for its services hereunder, warrants to purchase a number of shares of Common Stock
equal to Ten Percent (10%) of the number of shares of Common Stock sold to Investors introduced by the Placement Agent participating
in the Offering (the “Placement Agent Warrants”). The Placement Agent Warrants will have with a term of five (5) years
from the final Closing of the Offering, an exercise price equal to $7.547 per share, shall be immediately exercisable, include cashless
exercise provisions if there is no effective registration statement covering the Placement Agent Warrants and piggyback registration
rights, a net exercise provision (including contemporaneously with a future sale of the Company) and include customary anti- dilution
provisions covering stock splits, dividends, mergers and similar transactions. The Placement Agent Cash Fee and the Placement Agent Warrants
are sometimes referred to collectively as the “Placement Agent Fees”). The Placement Agent Warrants may be issued
directly to the Placement Agent’s employees and affiliates at the Placement Agent’s written request and will be issued within
the (10) calendar days from the final Close (as defined below).


 


(c)            Warrant
Exercise Fee. In addition to the Placement Agent Fees payable pursuant to Sections B (a) and (b), the
Company hereby agrees to pay the Placement Agent (or the designees authorized by such Placement Agent), as compensation for its services
hereunder a warrant exercise fee (“the Warrant Exercise Fee”) equal to Ten Percent (10%) of the aggregate exercise price
that is paid in connection with each exercise, if any, of Series G warrants initially held by Investors introduced by the Placement
Agent who participated in this Offering. The Warrant Exercise Fee shall be deemed earned by the Placement Agent for services rendered
hereunder. The Warrant Exercise Fee shall survive the termination hereof.


 



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(d)            Tail
Provision. The Placement Agent shall be entitled to the Placement Agent Fees, calculated in the manner
provided in Paragraphs B (a) and B (b) and the Warrant Exercise Fee calculated in the manner provided in Paragraph B (c), with
respect to any subsequent public or private offering or other financing or capital-raising transaction of any kind (“Subsequent
Financing”), to the extent that such financing or capital is provided to the Company, or to any Affiliate of the Company by investors
whom the Placement Agent had “introduced” (as defined below), directly or indirectly, to the Company during the Term if such
Subsequent Financing is consummated at any time within the eighteen (18) month period following the closing of an Offering (the “Tail
Period”).  A party “introduced” by the Placement Agent shall mean an investor who was identified by the Placement
Agent and either (i) met with the Company and/or had a conversation with the Company either in person or via telephone regarding
the Offering or (ii) was provided by the Placement Agent with a copy of the Company’s offering memorandum (or other materials
prepared and/or approved by the Company in connection with the Offering) based upon such investor expressing an interest, directly or
indirectly, to the Placement Agent in investing in the Offering.  An “Affiliate” of an entity shall mean any individual
or entity controlling, controlled by or under common control with such entity and any officer, director, employee, stockholder, partner,
member or agent of such entity.


 


(e)            Expenses.
The Placement Agent shall not be responsible for any legal fees for counsels retained to file federal, state or regulatory filings
as required to be filed by the Company or any other Company’s counsel fees.


 


C.            Term
And Termination Of Engagement.


 


Except as set forth below, the term of this Agreement
begins on the date of this Agreement and shall end automatically upon the earlier to occur of (i) after final Closing of the Offering
or (ii) the date of termination of the Offering (the “Term”). Notwithstanding the Term of this Agreement, this
Agreement may be earlier terminated immediately by the Company or the Placement Agent in the event of either the Company’s or the
Placement Agent’s failure to perform any of its material obligations hereunder or fraud, illegal or willful misconduct or gross
negligence (the “Termination Date”). Notwithstanding any such expiration or termination, the terms of this Agreement
other than Paragraphs A, D, and E shall all remain in full force and effect and be binding on the parties hereto, including the exculpation,
indemnification and contribution obligations of the Company, the confidentiality obligations, and the right of the Placement Agent to
receive any earned but unpaid Placement Agent Fees hereunder.


 


		D.	Subscription And Closing Procedures.



 


(a)            The
Company shall cause to be delivered to the Placement Agent copies of any offering documents (the “Offering Documents”)
related to the Offering and hereby consents to the use of such copies for the purposes permitted by the Act and applicable securities
laws and in accordance with the terms and conditions of this Agreement, and hereby authorizes the Placement Agent and its agents and employees
to use the Offering Documents in connection with the sale of the Securities until the earlier of (i) the Termination Date or (ii) the
Final Closing, and no person or entity is or will be authorized to give any information or make any representations other than those contained
in the Offering Documents or to use any offering materials other than the Offering Documents in connection with the sale of the Securities,
unless the Company first provides the Placement Agent with notification of such information, representations or offering materials.


 



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(b)            The
Company shall make available to the Placement Agent and its representatives such information, including, but not limited to, financial
information, and other information regarding the Company (the “Information”), as may be reasonably requested in making
a reasonable investigation of the Company and its affairs. The Company shall provide access to the officers, directors, employees, independent
accountants, legal counsel and other advisors and consultants of the Company as shall be reasonably requested by the Placement Agent.
The Company recognizes and agrees that the Placement Agent (i) will use and rely primarily on the Information and generally available
information from recognized public sources in performing the services contemplated by this Agreement without independently verifying the
Information or such other information, (ii) does not assume responsibility for the accuracy of the Information or such other information,
and (iii) will not make an appraisal of any assets or liabilities owned or controlled by the Company or its market competitors.


 


(c)            Each
prospective investor will be required to complete and execute the Offering Documents, which may include, but not be limited to, Securities
or Stock Purchase Agreement, Registration Rights Agreement, Anti-Money Laundering Form, Accredited Investor Certification, and other documents
which will be forwarded or delivered to the address identified in the Offering Documents.


 


(d)            Simultaneously
with the delivery to the Placement Agent of the Offering Documents, the investor’s check or other good funds will be forwarded directly
by the investor to the Company. Subject to the receipt of subscriptions for the amount for Closing, the Company will either accept or
reject, for any or no reason, the Offering Documents in a timely fashion and at the Closing, if applicable. will countersign the Offering
Documents and provide duplicate copies of such documents to the Placement Agent. The Company will forward directly to the investors the
documents countersigned by the Company. The Company will give notice to the Placement Agent of its acceptance of each subscription. The
Company, or the Placement Agent on the Company’s behalf, will promptly return to investors incomplete, improperly completed, improperly
executed and rejected subscriptions and give written notice thereof to the Placement Agent upon such return.


 


(e)            If
subscriptions for the Offering Amount for the closing have been accepted prior to the Termination Date, the funds therefor have been collected
by the Company and all of the conditions set forth elsewhere in this Agreement are fulfilled, a closing shall be held promptly with respect
to the Securities sold (the “Closing”). Prior to the occurrence of a Closing, the Company shall not be permitted to
utilize any funds received by any investors. Delivery of payment for the accepted subscriptions for the Securities will be made at the
time of the Closing at the Placement Agent’s office against delivery of the Securities by the Company at the address set forth in
Section 12 hereof (or at such other place as may be mutually agreed upon between the Company and the Placement Agent), net of amounts
agreed upon by the parties herein, including, the Blue Sky counsel as of such Closing. Executed certificates for the Securities will be
in such authorized denominations and registered in such names as the Placement Agent may request on or before the date of the Closing
(“Closing Date”). The certificates will be forwarded to the subscriber directly by the stock transfer agent within
ten (10) business days following the Closing. At the Closing, the Company will deliver irrevocable issuance instruction to its stock
transfer agent for the issuance of certificates representing the Securities being sold.


 


(f)             If
Offering Documents for the amount for the Offering Amount has not been received and accepted by the Company on or before the Termination
Date for any reason, the Offering will be terminated, no Securities will be sold, and the Company will, at the request of the Placement
Agent, cause all monies received from investors for the Securities to be promptly returned to such investors without interest, penalty,
expense or deduction.


 



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E.             Representations,
Warranties and Covenants. The Company represents and warrants to, and agrees with, the Placement Agent that:


 


(a)            The
Company represents and warrants that it has all requisite power and authority to enter and carry out the terms and provisions of this
Agreement. The execution, delivery and performance of this Agreement and the Offering of Securities will not violate or conflict with
any provision of the charter or bylaws of the Company or, except as would not have a material adverse effect, any agreement or other instrument
to which the Company is a party or by which it or any of its properties is bound. Any necessary approvals, governmental and private, will
be obtained by the Company prior to the Closing, except as may be waived or obtained or filed following the Closing and except where the
failure to obtain any such approval would not have a material adverse effect.


 


(b)            The
Securities will be offered and sold by the Company in compliance with the requirements for the exemption from registration pursuant to
Section 5 of the Securities Act of 1933, as amended (including any applicable exemption therefrom), and with all other securities
laws and regulations. The Company will file appropriate notices with the Securities and Exchange Commission and with other applicable
securities authorities.


 


(c)            The
information in any investor presentation materials, memorandum or other offering documents furnished to investors in the Offering by 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 a material
fact required to be stated or necessary to make the statements therein not misleading.


 


(d)            The
Company hereby permits the Placement Agent to rely on the representations and warranties made or given by the Company to any acquirer
of Securities in any agreement, certificate or otherwise in connection with the Offering.


 


F.             Indemnification
and Contribution. The Company agrees to indemnify Katalyst and its controlling persons, representatives and agents in accordance
with the indemnification provisions set forth in Appendix I. These provisions will apply regardless of whether any Offering is
consummated.


 


G.             Limitation
of Engagement to the Company. The Company acknowledges that Katalyst has been retained only by the Company, that Katalyst
is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s
engagement of Katalyst is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner
of the Company or any other person not a party hereto as against Katalyst or any of its respective affiliates, or any of their respective
officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), employees or agents. Unless otherwise expressly agreed in writing
by Katalyst, no one other than the Company is authorized to rely upon this Agreement or any other statements or conduct of Katalyst,
and no one other than the Company is intended to be a beneficiary of this Agreement. The Company acknowledges that any recommendation
or advice, written or oral, given by Katalyst to the Company in connection with Katalyst’s engagement is intended solely for the
benefit and use of the Company’s management and directors in considering a possible Offering, and any such recommendation or advice
is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose.
Katalyst shall not have the authority to make any commitment binding on the Company. The Company, in its sole discretion, shall have
the right to reject any investor introduced to it by Katalyst, or its respective designees or affiliates.


 


H.            Limitation
of Placement Agent’s Liability to the Company. Katalyst shall not have any liability to the Company for any Losses attributable
to the gross negligence, intentional misrepresentation or willful misconduct of another Placement Agent.


 



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I.              Governing
Law. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed as to validity,
interpretation, construction, effect and in all other respects by the internal laws of the State of New York applicable to contracts
to be wholly performed in said state.


 


J.              Information;
Reliance. The Company shall furnish, or cause to be furnished, to the Placement Agent all information reasonably requested
by the Placement Agent for the purpose of rendering services hereunder and shall further make available to the Placement Agent all such
information to the same extent and on the same terms as such information is available to the Company and potential lenders and investors
(all such information being the “Information”). The Company shall notify the Placement Agent if it becomes aware of
any material adverse change, or development that may lead to a material adverse change, in the business, properties, operations or financial
condition or prospects of the Company or any other material Information to the extent needed to allow the Company and the Placement agent
to assess whether any disclosure to investors, a delay of the date of the Closing, or other any other appropriate step is required. In
addition, the Company agrees to make available to the Placement Agent upon request from time to time the officers, directors, accountants,
counsel and other advisors of the Company. The Company recognizes and confirms that the Placement Agent (a) will use and rely on
the Information and Offering Documents, including private placement memorandum, and on information available from generally recognized
public sources in performing the services contemplated by this Agreement without having independently verified the same; (b) will
not assume responsibility for the accuracy or completeness of the Offering Documents or the Information and such other information, except
for any written information furnished to the Company by the Placement Agent specifically for inclusion in the Offering Documents; and
(c) will not make an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet
with the Placement Agent or its representatives to discuss all information relevant for disclosure in the Offering Documents and will
cooperate in any investigation undertaken by the Placement Agent thereof, including any document included therein. At the Closing, at
the request of the Placement Agent, the Company shall deliver copies of such officer’s certificates, in form and substance reasonably
satisfactory to the Placement Agent and its counsel as is customary for such Offering.


 


K.            Use
of Information. The Company authorizes the Placement Agent to transmit to the prospective investors of Securities the Company’s
power point presentation prepared by the Company and/or private placement memorandum (if any, and if prepared by the Company) (the “Presentation
Materials”). The Company represents and warrants that the Presentation Materials (i) will be prepared by the management
of the Company; and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading. The Company will advise the Placement Agent promptly if it
becomes aware of the occurrence of any event or any other change known to the Company which results in the Presentation Materials containing
an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements
therein or previously made, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing,
if any Placement Agent elects to not transmit Presentation Materials to prospective investors, such Placement Agent shall direct qualified
prospective investors to an electronic data room in which the Company makes available the Presentation Materials for review by qualified
prospective investors.


 



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L.             Announcement
of Transaction. The Company and the Placement Agent acknowledge and agree that Katalyst may, subsequent to the Closing
of the Offering and to the extent Katalyst receives a Placement Agent Fee for Securities sold in the Offering, make public its involvement
with the Company provided that any such public announcement or other public disclosure (other than customary tombstone presentations
or other investment banking presentation materials containing only publicly available information) shall be approved by the Company,
which approval shall not be unreasonably withheld.


 


M.           Advice
to the Board. The Company acknowledges that any advice given by the Placement Agent to the Company is solely for the benefit
and use of the Company’s board of directors and officers, who will make all decisions regarding whether and how to pursue any opportunity
or transaction. The Company’s board of directors and senior management may consider the Placement Agent’s advice but will
base their decisions on the advice of legal, tax and other business advisors and other factors which they consider appropriate. Accordingly,
as an independent contractor, Katalyst will not assume the responsibilities of a fiduciary to the Company or its stockholders in connection
with the performance of its services. Any advice provided may not be used, reproduced, disseminated, quoted or referred to without the
Placement Agent’s prior written consent. Katalyst does not provide accounting, tax, or legal advice. Katalyst is not responsible
for the success of any Offering. The Company is a sophisticated business enterprise that has retained the Placement Agent for the limited
purposes set forth in this Agreement. The parties acknowledge and agree that their respective rights and obligations are contractual
in nature. Each party disclaims an intention to impose fiduciary obligations on the other by virtue of the engagement contemplated by
this Agreement.


 


N.            Entire
Agreement. This Agreement was drafted by the Company and the Placement Agent’s respective counsels and constitutes the
entire Agreement between the parties and supersedes and cancels any and all prior or contemporaneous arrangements, understandings and
agreements, written or oral, between them relating to the subject matter hereof.


 


O.            Amendment.
This Agreement may not be modified except in writing signed by each of the parties hereto.


 


P.             No
Partnership. The Company is a sophisticated business enterprise that has retained the Placement Agent for the limited purposes
set forth in this Agreement. The parties acknowledge and agree that their respective rights and obligations are contractual in nature.
Each party disclaims an intention to impose fiduciary obligations on the other by virtue of the engagement contemplated by this Agreement.


 


Q.            Notice.
All notices and other communications required hereunder shall be in writing and shall be deemed effectively given to a party by (a) personal
delivery; (b) upon deposit with the United States Post Office, by certified mail, return receipt requested, first- class mail, postage
prepaid; (c) delivered by hand or by messenger or overnight courier, addressee signature required, to the addresses below or at
such other address and/or to such other persons as shall have been furnished by the parties;


 


	If to the Company:	Synaptogenix, Inc.
		1185 Avenue of the Americas 3rd Floor
		New York, NY 10036
		Attention: Robert Weinstein, CFO Email: rweinstein@synaptogen.com




 



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	With a copy to:	Mintz, Levin, Cohn, Ferris Glovsky & Popeo, PC
	(which shall not	666 Third Avenue
	constitute notice)	New York, NY 10017
	 	Attention: Daniel Bagliebter, Esq. Email: dabagliebeter@mintz.com




 


If to Katalyst Securities LLC.





	 	Katalyst Securities, LLC
	 	655 Third Avenue, 18th Floor New York, NY 10017
	 	Attention: Michael Silverman
	 	Managing Director




 


With a copy to:


(which shall not constitute notice)


 


	 	Barbara J. Glenns, Esq.
	 	Law Office of Barbara J. Glenns, Esq.
	 	30 Waterside Plaza, Suite 7
	 	New York, NY 10010




 


R.             Severability.
If any term, provision, covenant or restriction herein is held by a court of competent jurisdiction to be invalid, void or unenforceable
or against public policy, the remainder of the terms, provisions and restrictions contained herein will remain in full force and effect
and will in no way be affected, impaired or invalidated.


 


S.             Governing
Law and Jurisdiction. This Agreement shall be deemed to have been made and delivered in New York City and shall be governed
as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York without
regard to principles of conflicts of law thereof.


 



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THE PARTIES HERETO AGREE
TO SUBMIT ALL CONTROVERSIES TO THE EXCLUSIVE JURISDICTION OF FINRA ARBITRATION IN ACCORDANCE WITH THE PROVISIONS SET FORTH BELOW AND UNDERSTAND
THAT (A) ARBITRATION IS FINAL AND BINDING ON THE PARTIES, (B) THE PARTIES ARE WAIVING THEIR RIGHTS TO SEEK REMEDIES IN COURT, INCLUDING
THE RIGHT TO A JURY TRIAL, (C) PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED AND DIFFERENT FROM COURT PROCEEDINGS, (D) THE
ARBITRATOR’S AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY’S RIGHT TO APPEAL OR TO SEEK
MODIFICATION OF RULES BY ARBITRATORS IS STRICTLY LIMITED, (E) THE PANEL OF FINRA ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF
ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY, AND (F) ALL CONTROVERSIES WHICH MAY ARISE BETWEEN THE PARTIES
CONCERNING THIS AGREEMENT SHALL BE DETERMINED BY ARBITRATION PURSUANT TO THE RULES THEN PERTAINING TO FINRA. ALL QUESTIONS CONCERNING
THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK. JUDGMENT ON ANY AWARD OF ANY SUCH ARBITRATION MAY BE ENTERED IN THE SUPREME COURT OF THE
STATE OF NEW YORK OR IN ANY OTHER COURT HAVING JURISDICTION OVER THE PERSON OR PERSONS AGAINST WHOM SUCH AWARD IS RENDERED. THE PARTIES
AGREE THAT THE DETERMINATION OF THE ARBITRATORS SHALL BE BINDING AND CONCLUSIVE UPON THEM. THE PREVAILING PARTY, AS DETERMINED BY SUCH
ARBITRATORS, IN A LEGAL PROCEEDING SHALL BE ENTITLED TO COLLECT ANY COSTS, DISBURSEMENTS AND REASONABLE ATTORNEY’S FEES FROM
THE OTHER PARTY. PRIOR TO FILING AN ARBITRATION, THE PARTIES HEREBY AGREE THAT THEY WILL ATTEMPT TO RESOLVE THEIR DIFFERENCES FIRST BY
SUBMITTING THE MATTER FOR RESOLUTION TO A MEDIATOR, ACCEPTABLE TO ALL PARTIES, AND WHOSE EXPENSES WILL BE BORNE EQUALLY BY ALL PARTIES.
THE MEDIATION WILL BE HELD IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, ON AN EXPEDITED BASIS. IF THE PARTIES CANNOT SUCCESSFULLY RESOLVE
THEIR DIFFERENCES THROUGH MEDIATION, THE MATTER WILL BE RESOLVED BY ARBITRATION. THE ARBITRATION SHALL TAKE PLACE IN THE COUNTY OF NEW
YORK, THE STATE OF NEW YORK, ON AN EXPEDITED BASIS.


 


T.            Other
Investment Banking Services. The Company acknowledges that Katalyst and its affiliates are securities firms engaged in securities
trading and brokerage activities and providing investment banking and financial advisory services. In the ordinary course of business,
the Placement Agent and its affiliates, registered representatives and employees may at any time hold long or short positions, and may
trade or otherwise effect transactions, for their own account or the accounts of customers, in the Company’s debt or equity securities,
the Company’s affiliates or other entities that may be involved in the transactions contemplated by this Agreement. In addition,
the Placement Agent and its affiliates may from time to time perform various investment banking and financial advisory services for other
clients and customers who may have conflicting interests with respect to the Company or an Offering. The Company also acknowledges that
the Placement Agent and its affiliates have no obligation to use in connection with this engagement or to furnish to the Company, confidential
information obtained from other companies. Furthermore, the Company acknowledges the Placement Agent may have fiduciary or other relationships
whereby the Placement Agent or its affiliates may exercise voting power over securities of various persons, which securities may from
time to time include securities of the Company or others with interests in respect of any Offering. The Company acknowledges that the
Placement Agent or such affiliates may exercise such powers and otherwise perform their functions in connection with such fiduciary or
other relationships without regard to the defined relationship to the Company hereunder.


 


		U.	Miscellaneous.



 


(a)           This
Agreement shall be binding upon and inure to the benefit of the Placement Agent and the Company and their respective assigns, successors,
and legal representatives.


 



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(b)          This
Agreement may be executed in counterparts (including facsimile or in pdf format counterparts), each of which shall be deemed an original
but all of which together shall constitute one and the same instrument.


 


(c)           Notwithstanding
anything herein to the contrary, in the event that the Placement Agent determines that any of the terms provided for hereunder shall
not comply with a FINRA rule, including but not limited to FINRA Rule 5110, then the Company shall agree to amend this Agreement
in writing upon the request of the Placement Agent to comply with any such rules; provided that any such amendments shall not provide
for terms that are less favorable to the Company.


 


		V.	Confidentiality.



 


(a)           The
Placement Agent will maintain the confidentiality of the Information and, unless and until such Information shall have been made publicly
available by the Company or by others without breach of a confidentiality agreement, shall disclose the Information only as provided
for herein, authorized by the Company or as required by law or by request of a governmental authority, FINRA or court of competent jurisdiction.
In the event the Placement Agent is legally required to make disclosure of any of the Information, the Placement Agent will give prompt
notice to the Company prior to such disclosure, to the extent the Placement Agent can practically do so.


 


(b)           The
foregoing paragraph shall not apply to information that:




 


(i)            at
the time of disclosure by the Company, is or thereafter becomes, generally available to the public or within the industries in which the
Company conducts business, other than as a result of a breach by the Placement Agent of its obligations under this Agreement; or


 


(ii)           prior
to or at the time of disclosure by the Company, was already in the possession of, the Placement Agent or any of its affiliates, or could
have been developed by them from information then lawfully in their possession, by the application of other information or techniques
in their possession, generally available to the public; at the time of disclosure by the Company thereafter, is obtained by the Placement
Agent or any of its affiliates from a third party who the Placement Agent reasonably believes to be in possession of the information
not in violation of any contractual, legal or fiduciary obligation to the Company with respect to that information; or is independently
developed by the Placement Agent or its affiliates.


 


The exclusions set
forth in sub-section (b) above shall not apply to pro forma financial information of the Company, which pro forma Information shall
in all events be subject to sub- section (a) above.


 






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(c)           Nothing
in this Agreement shall be construed to limit the ability of the Placement Agent or its affiliates to pursue, investigate, analyze, invest
in, or engage in investment banking, financial advisory or any other business relationship with entities other than the Company, notwithstanding
that such entities may be engaged in a business which is similar to or competitive with the business of the Company, and notwithstanding
that such entities may have actual or potential operations, products, services, plans, ideas, customers or supplies similar or identical
to the Company’s, or may have been identified by the Company as potential merger or acquisition targets or potential candidates
for some other business combination, cooperation or relationship. The Company expressly acknowledges and agrees that it does not claim
any proprietary interest in the identity of any other entity in its industry or otherwise, and that the identity of any such entity is
not confidential information.


 


		W.	No Disqualification Events.



 


 (a)    The Company represents and warrants the following:




 


(i)      None
of Company, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20%
or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as
that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale
(each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any
Disqualification Event (as defined below), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) or
has been involved in any matter which would be a Disqualification Event except for the fact that it occurred before
September 23, 2013. The Company has exercised reasonable care to determine whether any Covered Person is subject to a
Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e),
and has furnished to the Placement Agent a copy of any disclosures provided thereunder.


 


(ii)    The
Company will promptly notify Katalyst in writing if the Company becomes aware of (A) any Disqualification Event relating to any Issuer
Covered Person and (B) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered
Person.


 


(iii)   The
Company is aware that other persons (other that any Issuer Covered Persons and the Placement Agent Covered Person (as defined below) will
be paid (directly or indirectly) remuneration for solicitation of investors in connection with the sale of any Securities.


 


 (b)    The Placement Agent represents and warrants the following:




 


(i)     No
Disqualification Events. Neither it, nor to its knowledge any of its directors, executive officers, general partners, managing members
or other officers participating in the Offering (each, a “Placement Agent Covered Person” and, together, “Placement
Agent Covered Persons”), is subject to any of the “Bad Actor” disqualifications currently described in Rule 506(d)(1)(i) to
(viii) under the Securities Act (a “Disqualification Event”) or has been involved in any matter which would be
a Disqualification Event except for the fact that it occurred before September 23, 2013.


 






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(ii)    Other
Covered Persons. The Placement Agent is aware that other persons (other than any Issuer Covered Person or Placement Agent Covered Person)
will be paid (directly or indirectly) remuneration for solicitation of investors in connection with the sale of any Securities.


 


(iii)   Notice
of Disqualification Events. The Placement Agent will notify the Company promptly in writing upon the Placement Agent learning of (A) any
Disqualification Event relating to any Placement Agent Covered Person not previously disclosed to the Company in accordance with the
provisions of this Section and (B) any event that would, with the passage of time, become a Disqualification Event relating
to any Placement Agent Covered Person.


 


[Signature Page Follows]


 



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In
acknowledgment that the foregoing correctly sets forth the understanding reached by the Placement
Agent and the Company, please
sign in the space provided
below, whereupon this letter
shall constitute a binding Agreement as of the date first indicated
above.


 


In acknowledgment
that the foregoing correctly sets forth the understanding reached by the Placement Agent and the Company, please sign in the space provided
below, whereupon this letter shall constitute a binding Agreement as of the date first indicated above.


 


This Agreement contains a pre-dispute
arbitration provision in Paragraph S.


 


	 	SYNAPTOGENIX, INC.
	 	 
	 	 
	 	By:	/s/ Robert Weinstein
	 	 	Robert Weinstein
	 	 	CFO
	 	 
	 	KATALYST SECURITIES LLC
	 	 
	 	 
	 	By:
	/s/Michael A. Silverman
	 	 	Michael A. Silverman
	 	 	Managing Director



 






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APPENDIX
I


 


INDEMNIFICATION AND CONTRIBUTION


 


The Company agrees to indemnify
and hold harmless the Placement Agent, its affiliates, officers, directors, employees, agents and controlling persons (each an “Indemnified
Person”) from and against any and all losses, claims, damages, liabilities and expenses, to which any such Indemnified Person
may become subject arising out of or in connection with the transactions contemplated in the Agreement to which this Appendix I
is attached (the “Agreement”), insofar as such loss, claim, damage, liability or expense arises out of or is based
upon any untrue statement of a material fact or omission to state a material fact in Offering Documents required to be stated therein
or necessary to make the statements therein not misleading in any litigation, investigation or proceeding (collectively, the “Proceedings”),
regardless of whether any of such Indemnified Person is a party to the Agreement, and to reimburse such Indemnified Persons for any reasonable
and documented legal or other expenses as they are incurred in connection with investigating, responding to or defending against in any
Proceeding, provided that the foregoing indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities
or expenses to the extent that they are finally judicially determined to have resulted primarily and directly from the fraud, gross negligence
or willful misconduct of an Indemnified Person; and provided, further, that the foregoing indemnification will not apply to any loss,
claim, damage, liability or expense arising out of or based upon any written information furnished to the Company by the Placement Agent
specifically for inclusion in the Offering Documents; provided further that the Company shall only have the obligation to reimburse an
Indemnified Person if such Indemnified Person provides to the Company a written undertaking of such Indemnified Person to repay to the
Company the amount so advanced to the extent that any such reimbursement is so held to have been improper in a final judgment by a court
of competent jurisdiction, and if the court of competent jurisdiction holds that such reimbursement was improper, such Indemnified Person
shall promptly return any amount advanced to it by the Company. The Company also agrees that no Indemnified Person shall have any liability
(whether direct or indirect, in contract, tort or otherwise) to the Company its affiliates, officers, directors employees, agents, creditors
or stockholders, directly or indirectly, for or in connection with the Agreement, any transactions contemplated in the Agreement, or the
Placement Agent’s role or services in connection with the Agreement, except to the extent that any liability for losses, claims,
demands, damages, liabilities or expenses incurred by the Company are finally judicially determined to have resulted primarily from the
fraud, gross negligence or willful misconduct of such Indemnified Person or have resulted from any written information furnished to the
Company by the Placements Agent specifically for inclusion in the Offering Documents. The Company will be liable to pay the legal fees,
expenses and costs incurred by Katalyst’s legal team related to any lawsuit but will not be obligated to pay the legal fees of a
sub dealer brought in by Katalyst if named in the lawsuit, unless agree to by the Company. If the Company engages additional Placement
Agents in addition to Katalyst, then the Company will be liable for those Placement Agents’ legal fees, expenses and costs separate
and apart to the legal fees, expenses and costs incurred by and due Katalyst’s legal team.


 


If for any reason the foregoing
indemnification is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Company and the Placement Agent
in accordance with the contributions provisions herein, shall contribute to the amount paid or payable by such Indemnified Person as
a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative benefits
received by the Company on the one hand and Katalyst on the other hand, but also the relative fault of the Company and Katalyst,
as well as any relevant equitable considerations; provided that, in no event, will the aggregate contribution of Katalyst hereunder exceed
the amount of fees actually received by Katalyst pursuant to this Agreement and in no event will the aggregate contribution of the Company
hereunder exceed the amount of proceeds received by the Company through the sale of Securities in the Offering to investors first contacted
by Katalyst. The indemnity, reimbursement and contribution obligations of the Company under this Agreement will bind and inure to the
benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person.


 






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Promptly after receipt
by an Indemnified Person of notice of the commencement of any Proceedings, that Indemnified Person will, if a claim is to be made
under this indemnity agreement against the Company in respect of the Proceedings, notify the Company in writing of the commencement
of the Proceedings; provided that (i) the omission so to notify the Company will not relieve the Company from any liability
that the Company may have under this indemnity agreement except to the extent the Company has been materially prejudiced by such
omission, and (ii) the omission to so notify the Company will not relieve the Company from any liability that the Company may
have to an Indemnified Person otherwise than on account of this indemnity agreement. In case any Proceedings are brought against any
Indemnified Person and it notifies the Company of the commencement of the Proceedings, the Company will be entitled to participate
in the Proceedings and, to the extent that it may elect by written notice delivered to the Indemnified Person, to assume the defense
of the Proceedings with counsel reasonably satisfactory to the Indemnified Person; provided that, if the defendants in any
Proceedings include both the Indemnified Person and the Company and the Indemnified Person concludes that there may be legal
defenses available to the Indemnified Person that are different from or in addition to those available to the Company, the
Indemnified Person has the right to select separate counsel to assert those legal defenses and to otherwise participate in the
defense of the Proceedings on its behalf at its sole expense. Upon receipt of notice from the Company to the Indemnified Person of
its election to assume the defense of the Proceedings, the Company will not be liable to the Indemnified Person for expenses
incurred by the Indemnified Person in connection with the defense of the Proceedings (other than reasonable costs of investigation)
unless the Company authorizes, in writing, the employment of counsel for the Indemnified Person and expressly agrees in writing to
be liable for the reasonable expenses of such legal counsel.


 


The Company will not be liable
for any settlement of any Proceedings effected without its written consent (which consent must not be unreasonably withheld), but if settled
with the Company’s written consent or if a final judgment for the plaintiff in any such Proceedings is delivered, the Company agrees
to indemnify and hold harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities and expenses
by reason of such settlement or judgment. The Company may not, without the prior written consent of an Indemnified Person (which consent
shall not be unreasonably withheld), effect any settlement of any pending or threatened Proceedings in respect of which indemnity could
have been sought under this indemnity agreement by such Indemnified Person unless the settlement includes an unconditional release of
the Indemnified Person, in form and substance reasonably satisfactory to the Indemnified Person, from all liability on claims that are
the subject matter of such Proceedings.


 


The Company’s reimbursement,
indemnity and contribution obligations hereunder will be in addition to any liability that it may otherwise have.


 


Capitalized terms used but not defined in this
Appendix I have the meanings assigned to such terms in the Agreement.


 






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