Exhibit
10.24


 


Debt
Forgiveness and Exchange Agreement


 


Dated
as of December 1, 2021


 


This
Debt Forgiveness and Exchange Agreement (together with the exhibits and other attachments hereto, this “Agreement”) is entered
into as of the date first set forth above (the “Closing Date”) by and between (i) Jupiter Neurosciences, Inc., a Delaware
corporation (the “Company”); and (ii) Aquanova AG, a company organized under the laws of Germany (“Aquanova”).
Each of the Company and Aquanova may be referred to herein collectively as the “Parties” and separately as a “Party”.
Frank Benham, the Chief Executive Officer of Aquanova also joins this Agreement for the purposes of agreement to the provisions of Section
2.01(c).


 


WHEREAS,
the Parties are party to that certain Development, Collaboration and License Agreement, dated as of September 15, 2016 (the “Development
Agreement”);


 


WHEREAS,
pursuant to the Development Agreement, the Company is indebted to Aquanova in the amount of $225,000 (the “Indebtedness”)
as set forth on the Commercial Invoice No. 21-7-033 dated as of February 26, 2021 issued by Aquanova to the Company (the “Invoice”);


 


WHEREAS,
the Parties desire to enter into this Agreement, pursuant to which, among other things, the Indebtedness shall be forgiven and deemed
paid in full, in exchange for the payment to Aquanova of certain amounts in cash and the issuance to Aquanova of a convertible promissory
note of the Company and an option to acquire certain shares of common stock, par value $0.0001 per share, of the Company (the “Common
Stock”) as set forth herein, in reliance upon the exemption from registration provided by Rule 506(b) promulgated pursuant to Regulation
D under the Securities Act of 1933, as amended (the “Securities Act”), and, to the extent permissible, pursuant to Section
3(a)(9) of the Securities Act, and Section 4(a)(2) of the Securities Act;


 


NOW
THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual
benefits to the Parties to be derived herefrom, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:


 


Article
I. DEFINITIONS


 


Section
1.01 Definitions. In addition to the other terms defined herein, the following terms, as used herein, have the following meanings


 


	 	(a)	“Affiliate”
    means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with
    such Person.
	 	 	 
	 	(b)	“Authority”
    means any governmental, regulatory or administrative body, agency or authority, any court or judicial authority, any arbitrator,
    or any public, private or industry regulatory authority, whether international, national, Federal, state, or local.
	 	 	 
	 	(c)	“Control”
    of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies
    of such Person, whether through the ownership of voting securities, by contract, or otherwise.” Controlled”, “Controlling”
    and “under common Control with” have correlative meanings. Without limiting the foregoing a Person (the “Controlled
    Person”) shall be deemed Controlled by (a) any other Person (the “10% Owner”) (i) owning beneficially, as meant
    in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, securities
    entitling such Person to cast 10% or more of the votes for election of directors or equivalent governing authority of the Controlled
    Person or (ii) entitled to be allocated or receive 10% or more of the profits, losses, or distributions of the Controlled Person;
    (b) an officer, director, general partner, partner (other than a limited partner), manager, or member (other than a member having
    no management authority that is not a 10% Owner ) of the Controlled Person; or (c) a spouse, parent, lineal descendant, sibling,
    aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or brother-in-law of an affiliate of the Controlled Person
    or a trust for the benefit of an affiliate of the Controlled Person or of which an affiliate of the Controlled Person is a trustee.


 




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	 	(d)	“Law”
    means any domestic or foreign, federal, state, municipality or local law, statute, ordinance, code, rule, or regulation.
	 	 	 
	 	(e)	“Person”
    means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership),
    limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political
    subdivision thereof, or an agency or instrumentality thereof.
	 	 	 
	 	(f)	“Tax(es)”
    means any federal, state, local or foreign tax, charge, fee, levy, custom, duty, deficiency, or other assessment of any kind or nature
    imposed by the Internal Revenue Service and any other Authority responsible for the collection, assessment or imposition of any tax
    or the administration of any Law relating to any tax (including any income (net or gross), gross receipts, profits, windfall profit,
    sales, use, goods and services, ad valorem, franchise, license, withholding, employment, social security, workers compensation, unemployment
    compensation, employment, payroll, transfer, excise, import, real property, personal property, intangible property, occupancy, recording,
    minimum, alternative minimum, environmental or estimated tax), including any liability therefor as a transferee (including under
    Section 6901 of the Internal Revenue Code of 1986, as amended or similar provision of applicable Law) or successor, as a result of
    Treasury Regulation Section 1.1502-6 or similar provision of applicable Law or as a result of any tax-sharing, indemnification or
    similar agreement, together with any interest, penalty, additions to tax or additional amount imposed with respect thereto.


 


Section
1.02 Interpretive Provisions. Unless the express context otherwise requires, (i) the words “hereof,” “herein,”
and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not
to any particular provision of this Agreement; (ii) terms defined in the singular shall have a comparable meaning when used in the plural,
and vice versa; (iii) the terms “Dollars” and “$” mean United States Dollars; (iv) references herein to a specific
Section, Subsection, Recital, or Exhibit shall refer, respectively, to Sections, Subsections, Recitals or Exhibits of this Agreement;
(v) wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be
deemed to be followed by the words “without limitation”; (vi) references herein to any gender shall include each other gender;
(vii) references herein to any Person shall include such Person’s heirs, executors, personal representatives, administrators, successors
and assigns; provided, however, that nothing contained herein is intended to authorize any assignment or transfer not otherwise permitted
by this Agreement; (viii) references herein to a Person in a particular capacity or capacities shall exclude such Person in any other
capacity; (ix) references herein to any contract or agreement (including this Agreement) mean such contract or agreement as amended,
supplemented or modified from time to time in accordance with the terms thereof; (x) with respect to the determination of any period
of time, the word “from” means “from and including” and the words “to” and “until” each
means “to but excluding”; (xi) references herein to any Law or any license mean such Law or license as amended, modified,
codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time; and (xii) references herein to
any Law shall be deemed also to refer to all rules and regulations promulgated thereunder.


 




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Article
II. EXCHANGE


 


Section
2.01 Debt Forgiveness and Exchange.


 


	 	(a)	On
    the terms and subject to the conditions set forth in this Agreement, on the Closing Date:


 


	 	(i)	The
    Company shall pay to Aquanova the sum of $125,000, via wire transfer pursuant to wire instructions delivered to the Company by Aquanova
    (the “Cash Payment”);
	 	 	 
	 	(ii)	The
    Company shall issue to Aquanova the convertible promissory note in the form as attached hereto as Exhibit A (the “Note”)
    in the aggregate principal amount of $100,000; and
	 	 	 
	 	(iii)	The
    Company shall issue to Aquanova an option to acquire 45,000 shares of Common Stock, pursuant to the Option Agreement in the form
    as attached hereto as Exhibit B (the “Option Agreement”).


 


	 	(b)	Following
    the making of the Cash Payment and the issuance of the Note and the Option Agreement, the Indebtedness shall be deemed forgiven and
    paid in full and the Invoice shall thereafter be null and void and of no further force or effect.
	 	 	 
	 	(c)	The
    Parties and Frank Benham, the Chief Executive Officer of Aquanova, acknowledge and agree that Mr. Benham was intended to be issued
    options to acquire 45,000 shares of Common Stock in 2018, but such issuance was never consummated. Mr. Benham hereby acknowledges
    and agrees that such options were never issued, or if they were they are hereby cancelled and terminated and of no further force
    or effect.


 


Section
2.02 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing
Date simultaneously with the execution and delivery of this Agreement by remote exchange of electronic documents.


 


Section
2.03 Deliverables. At the Closing, the Company shall make the Cash Payment to Aquanova, and shall deliver to Aquanova copies of
the Note and the Option Agreement, duly executed by an authorized officer of the Company, and Aquanova shall deliver to the Company copies
of the Note and the Option Agreement duly executed by an authorized officer of Aquanova.


 


Section
2.04 Additional Documents. At and following the Closing, the Parties shall execute, acknowledge, and deliver (or shall ensure
to be executed, acknowledged, and delivered), any and all certificates, opinions, financial statements, schedules, agreements, resolutions,
rulings or other instruments required by this Agreement to be so delivered at or prior to the Closing, together with such other items
as may be reasonably requested by the Parties and their respective legal counsel in order to effectuate or evidence the transactions
contemplated hereby.


 


Section
2.05 Taxes. Aquanova will pay all income, gain, sales, use, value added, transfer, stamp, registration, documentary, excise, real
property transfer or gains, or similar Taxes incurred as a result of the transactions contemplated by this Agreement with respect to
Aquanova.


 




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Article
III. REPRESENTATIONS AND WARRANTIES OF AQUANOVA


 


As
an inducement to, and to obtain the reliance of the Company, Aquanova represents and warrants to the Company, as of the Closing Date,
as follows:


 


Section
3.01 Existence and Power. Aquanova is corporation, duly formed and in good standing under the Laws of Germany and has the full
power and is duly authorized under all applicable Laws, regulations, ordinances, and orders of public authorities to carry on its business
in all material respects as it is now being conducted and to enter into this Agreement and fulfill its obligations herein.


 


Section
3.02 Due Authorization. Aquanova has taken all actions required by Law or otherwise to authorize the execution, delivery and performance
of this Agreement and to consummate the transactions herein contemplated


 


Section
3.03 Valid Obligation. This Agreement and all agreements and other documents executed by Aquanova in connection herewith constitute
the valid and binding obligations of Aquanova, enforceable in accordance with its or their terms, except as may be limited by bankruptcy,
insolvency, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and subject to the qualification
that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.


 


Section
3.04 Governmental Authorization. Neither the execution, delivery nor performance of this Agreement by Aquanova requires any consent,
approval, license or other action by or in respect of, or registration, declaration or filing with any Authority.


 


Section
3.05 Investment Representations. 


 


	 	(a)	Aquanova
    understands and agrees that the consummation of this Agreement including the delivery of the Note and the Option Agreement, and the
    shares of Common Stock which may be obtained upon conversion of the Note or exercise of the Option Agreement (collectively, the “Securities”)
    as contemplated hereby constitutes the offer and sale of securities under the Securities Act and applicable state statutes and that
    the Securities are being acquired for Aquanova’s own account and not with a present view towards the public sale or distribution
    thereof, except pursuant to sales registered or exempted from registration under the Securities Act.
	 	 	 
	 	(b)	Aquanova
    is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).
    Aquanova has been furnished with all documents and materials relating to the business, finances and operations of the Company and
    its subsidiaries and information that Aquanova requested and deemed material to making an informed decision regarding this Agreement
    and the underlying transactions.


 




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	 	(c)	Aquanova
    understands that the Securities are being offered and sold to Aquanova in reliance upon specific exemptions from the registration
    requirements of United States federal and state securities Laws and that the Company is relying upon the truth and accuracy of, and
    Aquanova’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Aquanova set
    forth herein in order to determine the availability of such exemptions and the eligibility of Aquanova to acquire the Securities.
	 	 	 
	 	(d)	Aquanova
    and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company
    and materials relating to the offer and sale of the Securities which have been requested by Aquanova or its advisors. Aquanova and
    its advisors, if any, have been afforded the opportunity to ask questions of the Company. Aquanova understands that their investment
    in the Securities involves a significant degree of risk.
	 	 	 
	 	(e)	Aquanova
    understands that no United States federal or state agency or any other government or governmental agency has passed upon or made
    any recommendation or endorsement of the Securities.
	 	 	 
	 	(f)	Aquanova
    understands that (i) the sale or re-sale of the Securities has not been and is not being registered under the Securities Act or any
    applicable state securities Laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective
    registration statement under the Securities Act, (b) Aquanova shall have delivered to the Company, at the cost of Aquanova, an opinion
    of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect
    that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion
    shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144
    promulgated under the Securities Act (or a successor rule) (“Rule 144”)) of Aquanova who agree to sell or otherwise transfer
    the Securities only in accordance with this Section 3.05 and who is an Accredited Investor, (d) the Securities are sold pursuant
    to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule) (“Regulation
    S”), and Aquanova shall have delivered to the Company, at the cost of Aquanova, an opinion of counsel that shall be in form,
    substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company;
    (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further,
    if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom
    the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with
    some other exemption under the Securities Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor
    any other person is under any obligation to register such Securities under the Securities Act or any state securities Laws or to
    comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained
    herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending
    arrangement.


 




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	 	(g)	At
    no time was Aquanova presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement,
    or any other form of general advertising or solicited or invited to attend a promotional meeting in connection with the acquisition
    of the Securities. Aquanova is not acquiring the Securities as a result of any “general solicitation” or “general
    advertising,” as such terms are defined in Regulation D under the Securities Act, which includes, but is not limited to, any
    advertisement, article, notice or other communication regarding the Securities acquired by Aquanova hereunder published in any newspaper,
    magazine or similar media or on the internet or broadcast over television, radio or the internet or presented at any seminar or any
    other general solicitation or general advertisement.
	 	 	 
	 	(h)	Aquanova
    understands that no public market exists for the Securities, and that the Company has made no assurances that a public market will
    ever exist for the Securities.
	 	 	 
	 	(i)	Any
    legend required by the securities laws of any state to the extent such laws are applicable to the Securities represented by the certificate
    so legended shall be included on any certificates representing the Securities. Aquanova also understands that the Securities may
    bear the following or a substantially similar legend:


 


NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM,
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT.
NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES.


 


Section
3.06 Broker’s, Finder’s or Similar Fees. There are no brokerage commissions, finder’s fees or similar fees or
commissions payable by Aquanova in connection with the transactions contemplated hereby based on any agreement, arrangement or understanding
with Aquanova or any action taken by Aquanova.


 


Article
IV. REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


As
an inducement to, and to obtain the reliance of Aquanova, the Company represents and warrants to Aquanova as of the Closing Date as follows:


 


Section
4.01 Organization. The Company is a corporation duly organized, validly existing, and in good standing under the Laws of the State
of Delaware and has the corporate power and is duly authorized under all applicable Laws, regulations, ordinances, and orders of public
authorities to carry on its business in all material respects as it is now being conducted.


 




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Section
4.02 No Conflict; Due Authorization. The execution and delivery of this Agreement does not, and the consummation of the transactions
contemplated hereby will not, violate any provision of the Certificate of Incorporation and Bylaws of the Company as in effect on the
Closing Date (the “Company Organizational Documents”). The Company has taken all action required by Law, the Company Organizational
Documents, or otherwise to authorize the execution and delivery of this Agreement, and the Company has full power, authority, and legal
right and has taken all action required by Law, the Company Organizational Documents or otherwise to consummate the transactions herein
contemplated.


 


Section
4.03 Valid Obligation. This Agreement and all agreements and other documents executed by the Company in connection herewith constitute
the valid and binding obligation of the Company, enforceable in accordance with its or their terms, except as may be limited by bankruptcy,
insolvency, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and subject to the qualification
that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.


 


Section
4.04 Governmental Authorization. Neither the execution and delivery nor performance of this Agreement by the Company requires
any consent, approval, license or other action by or in respect of, or registration, declaration or filing with any Authority.


 


Section
4.05 Approval of Agreement. The Board of Directors of the Company has authorized the execution and delivery of this Agreement
by the Company and has approved this Agreement and the transactions contemplated hereby.


 


Section
4.06 Broker’s, Finder’s or Similar Fees. There are no brokerage commissions, finder’s fees or similar fees or
commissions payable by the Company in connection with the transactions contemplated hereby based on any agreement, arrangement or understanding
with the Company or any action taken by the Company.


 


Article
V. INDEMNIFICATION


 


Section
5.01 Indemnification of the Company. Aquanova hereby agrees to indemnify and hold harmless to the fullest extent permitted by
applicable law, the Company and its Affiliates, representatives, members, managers, partners, directors, officers, employees, stockholders,
attorneys and agents and permitted assignees (each a “Company Indemnified Party”), against and in respect of any and all
out-of-pocket loss, cost, payments, demand, penalty, forfeiture, expense, liability, judgment, deficiency or damage, and diminution in
value or claim (including actual costs of investigation and attorneys’ fees and other costs and expenses) (all of the foregoing
collectively, “Losses”) incurred or sustained by any Company Indemnified Party as a result of or in connection with any breach,
inaccuracy or nonfulfillment or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties, covenants
and agreements of Aquanova contained herein or in any of the additional agreements or any certificate or other writing delivered pursuant
hereto.


 


Section
5.02 Indemnification of Aquanova. The Company hereby agrees to indemnify and hold harmless to the fullest extent permitted by
applicable law Aquanova and its Affiliates, representatives, members, managers, partners, directors, officers, employees, stockholders,
attorneys and agents and permitted assignees (each a “Aquanova Indemnified Party”), against and in respect of any and all
Losses incurred or sustained by any Aquanova Indemnified Party as a result of or in connection with any breach, inaccuracy or nonfulfillment
or the alleged breach, inaccuracy or nonfulfillment of any of the representations, warranties, covenants and agreements of the Company
contained herein or in any of the additional agreements or any certificate or other writing delivered pursuant hereto.


 




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Section
5.03 Time Limit. The obligations of Aquanova and the Company under Section 5.01 and Section 5.02 shall expire two (2) years from
the Closing Date, except with respect to (i) an indemnification claim asserted in accordance with the provisions of this Article V which
remains unresolved, for which the obligation to indemnify shall continue until such claim is resolved; and (ii) resolved claims for which
payment has not yet been paid to the Indemnified Party.


 


Article
VI. MISCELLANEOUS


 


Section
6.01 Governing Law; Jurisdiction; Waiver of Jury Trial.


 


	 	(a)	This
    Agreement shall be governed by, enforced, and construed under and in accordance with the Laws of the State of Delaware, without giving
    effect to the principles of conflicts of law thereunder.
	 	 	 
	 	(b)	ANY
    LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN SHALL BE INSTITUTED
    SOLELY IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF OHIO, IN EACH CASE LOCATED IN PALM BEACH
    COUNTY, FLORIDA, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.
    SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE
    OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE
    ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO
    PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
    FORUM.
	 	 	 
	 	(c)	EACH
    PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN IS
    LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT
    IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
    HEREIN. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
    OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY
    HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED
    TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 6.01(c).


 




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Section
6.02 Notices.


 


	 	(a)	Any
    notice or other communications required or permitted hereunder shall be in writing and shall be sufficiently given if personally
    delivered to it or sent by email with return receipt requested, overnight courier or registered mail or certified mail, postage prepaid,
    addressed as follows:


 


	 	If
    to the Company:
	 	 	 
	 	 	Jupiter
    Neurosciences, Inc.
	 	 	Attn:
    Christer Rosén
	 	 	1001
    North US Hwy 1
	 	 	Ste
    504
	 	 	Jupiter,
    FL 33477
	 	 	Email:
    c.rosen@jupiterneurosciences.com
	 	 	 
	 	If
    to Aquanova, to:
	 	 	 
	 	 	Aquanova
    AG
	 	 	Attn:
    Office of the Executive Board
	 	 	Birkenweg
    8-10, 64295
	 	 	Darmstadt,
    Germany
	 	 	E-mail:
    frank.benham@Aquanova.de


 


	 	(b)	Any
    Party may change its address for notices hereunder upon notice to each other Party in the manner for giving notices hereunder.
	 	 	 
	 	(c)	Any
    notice hereunder shall be deemed to have been given (i) upon receipt, if personally delivered, (ii) on the day after dispatch, if
    sent by overnight courier, (iii) upon dispatch, if transmitted by email with return receipt requested and received and (iv) three
    (3) days after mailing, if sent by registered or certified mail.


 


Section
6.03 Attorneys’ Fees. In the event that any Party institutes any action or suit to enforce this Agreement or to secure relief
from any default hereunder or breach hereof, the prevailing Party shall be reimbursed by the losing Party for all costs, including reasonable
attorney’s fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.


 


Section
6.04 Third Party Beneficiaries. This contract is strictly between the Parties and, except as specifically provided (including
in Article V), no other Person and no director, officer, stockholder, employee, agent, independent contractor or any other Person shall
be deemed to be a third-party beneficiary of this Agreement.


 


Section
6.05 Expenses. Subject to Article V and Section 6.03, whether or not the transactions contemplated herein are consummated, each
Party will bear their own respective expenses, including legal, accounting and professional fees, incurred in connection with the transactions
contemplated herein.


 




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Section
6.06 Entire Agreement. This Agreement, the Development Agreement, the Note, the Option Agreement and the other documents referenced
herein represent the entire agreement between the Parties relating to the subject matter thereof and supersede all prior agreements,
understandings and negotiations, written or oral, with respect to such subject matter.


 


Section
6.07 Survival. The representations, warranties, and covenants of the respective Parties shall survive the Closing Date and the
consummation of the transactions herein contemplated for a period of two years, other than the representations, warranties, and covenants
set forth in Section 3.05 which shall survive the Closing Date for the maximum time permitted by applicable law.


 


Section
6.08 Amendment; Waiver; Remedies.


 


	 	(a)	This
    Agreement may be amended, modified, superseded, terminated or cancelled, and any of the terms, covenants, representations, warranties
    or conditions hereof may be waived, only by a written instrument executed by all of the Parties.
	 	 	 
	 	(b)	Every
    right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity,
    and may be enforced concurrently herewith, and no waiver by any Party of the performance of any obligation by the other shall be
    construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing.
	 	 	 
	 	(c)	Neither
    any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor any course
    of dealing shall constitute a waiver of or prevent any Party from enforcing any right or remedy or from requiring satisfaction of
    any condition. No notice to or demand on a Party waives or otherwise affects any obligation of that Party or impairs any right of
    the Party giving such notice or making such demand, including any right to take any action without notice or demand not otherwise
    required by this Agreement. No exercise of any right or remedy with respect to a breach of this Agreement shall preclude exercise
    of any other right or remedy, as appropriate to make the aggrieved Party whole with respect to such breach, or subsequent exercise
    of any right or remedy with respect to any other breach.
	 	 	 
	 	(d)	Notwithstanding
    anything else contained herein, no Party shall seek, nor shall any Party be liable for, consequential, punitive or exemplary damages,
    under any tort, contract, equity, or other legal theory, with respect to any breach (or alleged breach) of this Agreement or any
    provision hereof or any matter otherwise relating hereto or arising in connection herewith.


 


Section
6.09 Arm’s Length Bargaining; No Presumption Against Drafter. This Agreement has been negotiated at arm’s-length by
parties of equal bargaining strength, each represented by counsel or having had but declined the opportunity to be represented by counsel
and having participated in the drafting of this Agreement. This Agreement creates no fiduciary or other special relationship between
the Parties, and no such relationship otherwise exists. No presumption in favor of or against any Party in the construction or interpretation
of this Agreement or any provision hereof shall be made based upon which Person might have drafted this Agreement or such provision.


 


Section
6.10 Headings. The headings contained in this Agreement are intended solely for convenience and shall not affect the rights of
the Parties.


 




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Section
6.11 No Assignment or Delegation. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their
respective successors and permitted assigns. No Party shall have any power or any right to assign or transfer, in whole or in part, this
Agreement, or any of its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for
damages pursuant to this Agreement or the transactions contemplated herein, or to pursue any claim for any breach or default of this
Agreement, or any right arising from the purported assignor’s due performance of its obligations hereunder, without the prior written
consent of the other Party and any such purported assignment in contravention of the provisions herein shall be null and void and of
no force or effect.


 


Section
6.12 Commercially Reasonable Efforts. Subject to the terms and conditions herein provided, each Party shall use their respective
commercially reasonable efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement
so that the transactions contemplated hereby shall be consummated as soon as practicable, and to take, or cause to be taken, all actions
and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate and make
effective this Agreement and the transactions contemplated herein.


 


Section
6.13 Further Assurances. Each Party shall execute and deliver such documents and take such action, as may reasonably be considered
within the scope of such Party’s obligations hereunder, necessary to effectuate the transactions contemplated by this Agreement.


 


Section
6.14 Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed by them in accordance with the terms hereof or were otherwise breached and that each Party hereto shall
be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of the provisions hereof
and to enforce specifically the terms and provisions hereof, without the proof of actual damages, in addition to any other remedy to
which they are entitled at law or in equity. Each Party agrees to waive any requirement for the security or posting of any bond in connection
with any such equitable remedy, and agrees that it will not oppose the granting of an injunction, specific performance or other equitable
relief on the basis that (a) the other Party has an adequate remedy at law, or (b) an award of specific performance is not an appropriate
remedy for any reason at law or equity.


 


Section
6.15 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all
of which taken together shall be but a single instrument. The execution and delivery of a facsimile or other electronic transmission
of a signature to this Agreement shall constitute delivery of an executed original and shall be binding upon the person whose signature
appears on the transmitted copy.


 


[Signatures
Appear on Following Page]


 




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IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the Closing Date.


 


	 	Jupiter
    Neurosciences, Inc.
	 	 	 
	 	By:	/s/
    Christer Rosén
	 	Name:	Christer
    Rosén
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	Aquanova
    AG
	 	 	 
	 	By:	/s/
    Frank Behnam
	 	Name:	Frank
    Behnam
	 	Title:	Chief
    Executive Officer


 


	Agreed
    and accepted for purposes of Section 2.01(c):	 
	 	 	 
	By:	/s/
    Frank Behnam	 
	Name:	Frank
    Benham	 


 




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Exhibit
A


 


Convertible
Promissory Note


 


(Attached)


 




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Exhibit
B


 


Option
Agreement


 


(Attached)


 




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