Exhibit 6.8

PLACEMENT AGENT AGREEMENT

June 10, 2019

Spartan Capital Securities, LLC

45 Broadway

New York, New York 10006

This letter is in confirmation of our agreement with you pertaining to the private offering (the “Offering”), coordinated by Spartan Capital Securities (the “Placement Agent,” “Spartan,” “you” or its correlatives) as its exclusive placement agent for a private offering of a minimum of 33,333 (the “Minimum Offering”) of units (the “Units”), with each Unit consisting of (i) one (1) share of common stock (the “Common Stock”) of Alzamend Neuro, Inc. (the “Company”) and (ii) one warrant to purchase one half (0.5) share of the Company’s Common Stock (each a “Warrant”), at a price of $1.50 per Unit and a maximum offering of up to 1,666,666 of such Units (the “Maximum Offering”). The Placement Agent may, with the prior written consent of the Company, increase the Maximum Offering by up to forty percent (40%) (200,000 Units) to cover over-allotments (the “Over-Allotment Option”). The Offering will be made on a “best efforts, all or none” basis with respect to the Minimum Offering and thereafter on a “best efforts” basis for up to the Maximum Offering. Upon execution of this Agreement, the following terms and conditions shall constitute a legally binding agreement on the part of the parties executing this Agreement.

(a)       The Common Stock to be offered and sold in the Offering shall conform in all material respects to the description thereof contained in the Confidential Private Placement Memorandum that shall be prepared by the Company (as the same may be amended or supplemented from time to time, and including all exhibits and appendices attached thereto, the “Memorandum”), which will contain (i) a description of the Company and its business, assets, prospects and management; (ii) the terms and conditions of the Offering; (iii) a description of the securities being offered; and (iv) certain financial information. The final form of the Memorandum shall be subject to the review and approval of the Placement Agent The Placement Agent shall be entitled to rely on the accuracy and completeness of all information provided by the Company, including information incorporated by reference into the Memorandum. Additionally, representatives of the Company shall be available to answer questions 04 and to provide additional information to, Placement Agent and any potential investors upon the reasonable request of the Placement Agent.

(b)       The Offering will be conducted to raise from investors a maximum of $2,500,000 from the sale of 1,666,666 Units at a price of $1.50 per Unit (the “Purchase Price”). The Warrants included in the Units will have a five (5) year term and shall be exercisable for Common Stock at an exercise price of $3.00 per share. Assuming the successful completion of the Offering, the capitalization shall be as set forth in the Memorandum.

The Company represents and warrants to Spartan as follows:

The Placement Agent represents and warrants to the Company as follows:

(a)       On the basis of the representations and warranties contained in this Agreement and subject to the terms and conditions herein set forth, the Company hereby appoints the Placement Agent as exclusive agent to offer and sell to “accredited investors,” as such term is defined in Rule 501 of Regulation D, as promulgated under the Securities Act, the Units at the Purchase Price. The Placement Agent hereby accepts such appointment and agrees to use its reasonable best efforts to act as agent for the Company to sell the Units. The Offering will commence at such time as the Offering Documents (as defined below) are in a form satisfactory to Placement Agent and the Company and shall terminate upon the earlier of the sale of 1,666,666 Units in the Offering (subject to the Over-Allotment Option), September 30, 2019 or such later date as may be agreed upon by the Company and the Placement Agent (such date, the “Offering Expiration Date” and such period, the “Offering Period”).

(b)       The Parties hereto shall enter into an escrow agreement at or prior to the initial Closing with Signature as escrow agent (the “Escrow Agent”), or such other escrow agent as may be mutually agreed upon by the parties hereto. The escrow agreement will provide for the direct disbursement of all fees and funds held by the Escrow Agent.

(a)       Upon the initial closing of the Offering the Company shall pay to the Placement Agent a non-refundable retention fee of Twenty-Five Thousand Dollars ($25,000) and issue to the Placement Agent 500,000 shares of the Company’s Common Stock. The retention fee is to be deducted by the Escrow Agent from the Funds received in the Escrow Account at such initial Closing.

(b)       As compensation for the services to be rendered by the Placement Agent, in connection with the sale of Units in the Offering, the Company, upon each Closing of the Offering, shall pay to the Placement Agent a placement fee equal to ten percent (10%) of the gross proceeds derived from the sale of the Units subscribed for by investors introduced by the Placement Agent or sub-agents of the Placement Agent which the Placement Agent may permit to participate in the Offering (the “Placement Agent Fee”), in cash. The Placement Agent Fees are to be deducted by the Escrow Agent from the Funds received in the Escrow Account at each Closing.

(c)       At each Closing, the Company will pay the Placement Agent a non- accountable expense allowance equal to five percent (5%) of the gross proceeds from the sale of the Units consummated at such Closing (the “Placement Agent Expense Allowance”). The Placement Agent will not bear any of the Company’s legal, accounting, printing or other expenses in connection with any transaction contemplated hereby. The Placement Agent will pay for its own expenses, including its legal fees and expenses, from the Placement Agent Expense Allowance. The Placement Agent Allowance is to be deducted by the Escrow Agent from the funds received in the Escrow Account at each Closing.

(d)       As additional compensation for Placement Agent’s services, the Company shall grant and deliver to the Placement Agent (or its designated nominees) warrants to purchase a number of Units (the “Placement Agent Warrants”) equal to ten percent (10%) of the number of Units sold in the Offering. If the Offering is consummated by means of more than one Closing, the Placement Agent shall be entitled to receive Placement Agent Warrants at each Closing. The Placement Agent Warrants shall be exercisable at any time during the five (5) year period after the date of issuance shall have an exercise price of $1.75 per share and shall contain provisions pertaining to cashless exercise, standard anti-dilution protection and piggyback registration rights as are customarily contained in warrants received by a placement agent in similar transactions.

The Company will deliver to Placement Agent, without charge, as many copies as Placement Agent reasonably requests of the Memorandum, including any exhibits attached thereto (the “Offering Documents”). All mailing and other expenses associated with distribution of the Offering Documents to any person, including, without limitation, potential investors, shall be paid by the Company. If during the Offering Period the Company becomes aware of any event, as a result of which the Memorandum, as then amended or supplemented, would include an untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements made, in light of the circumstances in which they were made, not misleading, or if it shall be necessary to amend or supplement the Memorandum to comply with applicable law, the Company shall forthwith notify the Placement Agent thereof, and furnish to the Placement Agent in such quantities as may be reasonably requested, a supplement to, or an amended and supplemented Memorandum which corrects such statements or omissions or causes the Memorandum to comply with applicable law. Prior to any Closing or earlier termination of the Offering, no copies of the Memorandum or any exhibit thereto, or any material prepared by the Company in connection with the Offering will be given without the prior written permission of the Placement Agent which permission will not be unreasonably withheld, conditioned or delayed, by the Company or its counsel or by any principal or agent of the Company to any person not a party to this Agreement, unless (i) such person is a director or principal stockholder of, counsel to, accountant for, or directly employed by, the Company, or is named in the Memorandum (ii) such delivery is made to a state or federal regulatory agency in connection with a specific legal requirement of the Offering, or (iii) such delivery is required pursuant to the order of a court, a state or federal regulatory agency or applicable law.

(a)          The Company covenants and agrees with the Placement Agent as follows:

(i)        The Company shall apply the net proceeds from the Offering in the manner set forth under the heading “USE OF PROCEEDS” in the Memorandum and Exhibit A hereto.

(ii)       The Company shall make all “blue sky” filings required in connection with the Offering.

(iii)       During the twenty-four (24) month period following the final Closing, the Company shall not, without the prior written consent of the Placement Agent, incur indebtedness for borrowed money in an aggregate amount in excess of $250,000.

(iv)      The Company will not file a Form 1-A Offering Statement with the Commission until the Offering is completed or terminated.

(v)       In the event that the Company does not file a Form 1-A Offering Statement, within ten (10) business days after the completion or termination of the Offering, then the Company shall within five (5) business days after the expiration of such ten (10) business day period, issue to: (a) any investor who purchased Units in the Offering a number of shares of its Common Stock equal to the number of Units purchased by such investor in the Offering, (b) Spartan 4,100,000 [NOTE# to be confirmed]shares of its Common Stock, (c) William Coons 1,250,000 shares of its Common Stock and (d) to the transferees of 900,000 shares of Common Stock previously held by the Placement Agent an additional 900,000 shares of its Common Stock.

(vi)      The Company shall not engage in any transaction with any entity that is an Affiliate (as such term is defined in Rule 501(b) of the Securities Act) of Milton “Todd” Ault III for a two year period following the final closing of the Offering without the Placement Agent’s prior written consent it being understood that the Placement Agent has consented to the sale of 10,000,000 shares of the Company’s Common Stock to Ault Life Sciences Fund, LLC at $1.50 per share and the issuance of warrants to purchase 5,000,000 shares of its Common Stock with an exercise price of $3.00 per share to Ault Life Sciences Fund, LLC in connection with such sale.

(vii)     The Company shall not designate any individual other than its Chief Executive Officer or Chief Financial Officer to be a signatory on any bank or investment account during the two (2) year period following the final Closing of the Offering.

(viii)    If a Closing of the Offering occurs, the Company shall not employ Gary Gottlieb; provided, however, the Company shall be permitted to engage Gary Gottlieb to provide services as a consultant provided that he qualifies as an “independent contractor” and is not considered an “employee” for federal tax purposes.

(ix)       Upon or before the initial Closing of the Offering, the Company shall have entered into an employment agreement with Stephan Jackman having a term of at least two (2) years.

(x)        If a Closing of the Offering occurs, then in the event that the Company receives an offer from a pharmaceutical company to acquire the LiProSal product, then during the two (2) year period following such offer, all meetings of the Company’s Board of Directors with respect to any such proposed acquisition shall take place at the Placement Agent’s headquarters and the Chief Executive Officer of Spartan shall be entitled to attend such meetings as an observer.

(xi)       If a Closing of the Offering occurs, then in the event that the Company fails to file with the Commission any annual or semi-annual report on a timely basis (subject to any extension period permitted by the Commission’s regulations), then for each late filing, Spartan will have the right to designate a replacement of one (1) member of the Company’s Board of Directors (other than Will Horne or Milton “Todd” Ault III) for a period of one (1) year after the date that the report was required to be filed, and the Company shall take all steps necessary to remove the replaced director from its Board of Directors

(xii)      Upon the initial Closing of the Offering and until the later of two (2) years following the initial Closing of the Offering and such time as the Common Stock is listed on a national securities exchange, the Placement Agent shall have the right to designate one (1) member of the Company’s Board of Directors, subject to the Company’s approval, which shall not be unreasonably delayed, conditioned or withheld, and the Company agrees to take such actions as may be necessary to effect such appointment, including increasing the size of the Board of Directors.

(xiii)     In the event that at any time prior to the consummation of a Qualified Financing (as defined below) the Company issues shares of Common Stock at a price lower than the Purchase Price (subject to adjustment in the case of stock splits, reverse stock splits, stock dividends and similar transactions) or issues securities convertible into or exercisable for shares of its Common Stock having an exercise or conversion price less than the Purchase Price, then the Company shall issue to (i) each of the investors in the Offering (with respect to the Shares purchased by such investor in the Offering), (ii) the Placement Agent (with respect to 4,100,000 [NOTE # to be confirmed]protected shares of Common Stock held by the Placement Agent and the 500,000 shares of Common Stock issuable to the Placement Agent pursuant to this Agreement), William Coons (with respect to 1,250,000 protected shares of Common Stock held by him) and the transferees of 900,000 protected shares of the Company’s Common Stock previously held by the Placement Agent, a number of shares of Common Stock determined pursuant to the following calculations:

No. of protected shares x $1.50          =     investment or Deemed Investment

No. of shares outstanding prior to new issuance x $1.50 + consideration received upon new issuance

Total common shares outstanding after new issuance

Deemed Investment/adjusted purchase price

The conversion of the Company’s Series A Preferred Stock will be deemed a sale of shares of Common Stock at $.0004 per share.

By way of example, if 750,000 shares of Series A Preferred Stock are converted into 15,000,000 shares of Common Stock; the following calculation would be done with respect to the aggregate 6,250,000 protected shares held by the Placement Agent, William Coons and the transferees of the Placement Agent.

61,872,128 + 15,000,000

Total shares due = 7,767,191

Shares due (7,767,191) - shares held (6,250,000) = 1,517,191 new shares to be issued.

The term “Qualified Financing” means the sale of equity securities by the Company in a single transaction or a series of related transactions registered under the Securities Act, resulting in gross proceeds to the Company of not less than $25,000,000.

(xiv)     Contemporaneous with the execution of this Agreement, the Company shall enter an Uplisting Agreement with the Placement Agent in the form of Exhibit B hereto.

(b)          The Placement Agent covenants and agrees with the Company as follows:

(i)         Pursuant to its appointment hereunder, insofar as is under its control, the Placement Agent will conduct the Offering solely in the manner prescribed by Rule 506 of Regulation D and in this regard will:

(A)       Refrain from making any oral or written representations beyond those contained in the Memorandum;

(B)       Refrain from offering, offering for sale or selling any of the Shares by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D;

(C)       Prior to the sale of any of the Units, have reasonable grounds to believe, based solely on each subscriber’s Offering Documents, that each subscriber is an accredited investor within the meaning of Rule 501(a) of Regulation D;

(D)       Based solely on the representation of the subscriber in its Offering Documents, have no reason to believe that the subscriber is acquiring the Units for other than his, her or its own account;

(E)       Provide each offeree with a copy of the Memorandum during the course of the Offering;

(F)       During the course of the Offering, if it has been provided with a supplement or amendment to the Memorandum, promptly distribute such supplement or amendment to persons who previously received a copy of the initial Memorandum from it and whom or which it believes continues to be interested in the Offering, and include such supplement or amendment in all deliveries of the Memorandum made after receipt of any such supplement or amendment; and

(G)       Obtain a completed investor questionnaire from each prospective investor.

(ii)       Upon receipt of each Subscription Agreement and any funds paid by subscribers for Units, the Placement Agent will promptly deliver any accompanying check, bank draft or money order to the Escrow Agent for deposit with the Escrow Bank; except that it may promptly return all Offering Documents and funds to any subscriber whom it determines, based solely on a review of the Offering Documents, is not an accredited investor within the meaning of Rule 501(a) of Regulation D or whose check, bank draft or money order representing subscription funds is improperly drawn provided, however, that the Company shall be able to reject any subscriber’s Subscription Agreement for any reason or for no reason.

The Company, upon the closing of the Offering, will pay and bear all costs, fees, taxes and expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to, all fees and expenses of counsel for the Company and of the Company’s accountants, transfer agents and any special agents appointed for the transfer of securities and the Escrow Agent, all “blue sky” filing fees, disbursements, registration expenses and qualification expenses required as part of the offering and the expenses and taxes incident to:

(i)         the issuance of the Units pursuant to the Offering Documents;

(ii)       all transfer taxes with respect to the sale and delivery of the Units sold pursuant to the Offering Documents.

(iii)       background checks obtained with respect to the Company’s management.

Spartan’s obligations under this Agreement to act as a placement agent as a member of FINRA are subject (as of the date hereof and as of each Closing), to the accuracy of and compliance with the representations and warranties of the Company and to the accuracy of the statements of the Company made pursuant to the provisions hereof and to the performance by the Company of its covenants and agreements hereunder, and to the following additional conditions:

(a)          Since the respective dates as of which information is given in the Memorandum:

(i)        there shall not have been any change in the capital stock of the Company or any material change in the long-term debt of the Company, except as set forth in or contemplated by the Memorandum;

(ii)       there shall not have been any material adverse change in the general affairs, management, financial position or result of operations of the Company, other than as set forth in or contemplated by the Memorandum or this Agreement;

(iii)      the Company shall not have sustained any material interference with its business or properties from fire, explosion, flood or other casualty, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree, if in the judgment of the Placement Agent any such development referred to in clauses (i), (ii) or (iii) makes it impracticable or inadvisable to consummate the sale and delivery of the Units by the Placement Agent.

(b)          Since the respective dates as of which information is given herein, there shall have been no litigation instituted against the Company and since such dates there shall be no proceeding instituted or threatened against the Company or any of its officers or directors, before or by any federal, state or county co commission, regulatory body, administrative agency or other governmental body, domestic or foreign, in which litigation or proceeding an unfavorable ruling, decision or finding would materially and adversely affect the business, properties, financial condition or results of operations of the Company.

(c)          Each of the representations and warranties of the Company contained herein shall be true and correct at the signing of this Agreement and at each Closing as if made at such Closing, and all covenants and agreements herein contained to be performed on the part of the Company and all conditions herein contained to be fulfilled or complied with by the Company at or prior to each Closing shall have been duly performed, fulfilled or complied with.

(d)          Each of Milton “Todd” Ault III and MCKEA Holdings, LLC shall have entered into a voting agreement in a form satisfactory to the Placement Agent pursuant to which they agree to vote all shares of capital stock of the Company owned by them or exercise written consents to remove a director as contemplated by Section 6(a)(xii).

(a)          The Company agrees to indemnify and hold harmless the Placement Agent, and its directors, officers, members, managers and employees and Placement Agent’s legal counsel, each person, if any, who controls the Placement Agent within the meaning of the Securities Act or the Exchange Act, and each and all of them, from and against any and all losses, claims, damages, liabilities or actions, joint or several (including any investigation, negotiation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under the Securities Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Memorandum, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent any losses, claims, damages, liabilities or actions arise out of any such statement or omission relating to any information furnished in writing by or on behalf of the Placement Agent to the Company specifically for use in connection with the preparation of the Memorandum, or the omission of any statement or information as a result of the failure of the Placement Agent to provide any such information and (ii) the breach of any representation, warranty or covenant of the Company contained in this Agreement.

(b)          The Placement Agent agrees to indemnify and hold harmless each of the Company, and each of its directors and officers employees and legal counsel, and each person, if any, who controls the Company, within the meaning of Section 15 of the Securities Act,. and each and all of them, from and against any and all losses, claims, damages, liabilities or actions, (including any investigation, negotiation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under the Securities Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon (i) any statement in the Memorandum, in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Placement Agent specifically for use in connection with the preparation of the Memorandum and (ii) the breach of any representation, warranty or covenant of the Placement Agent contained in this Agreement. In no event shall the indemnification and contribution obligations of Placement Agreement exceed the fees that Placement Agent has actually received pursuant to this Agreement

(c)          Any party which proposes to assert the right to be indemnified under this Section 9 will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against an indemnifying party under this Section 9, notify each such indemnifying party of the commencement of such action, suit or proceeding, enclosing a copy of all papers served, but the omission so to notify such indemnifying party of any such action, suit or proceeding shall not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 9 unless it shall adversely affect the indemnifying party in any material respect. In case any such action, suit or proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent that is shall wish, jointly with any indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying party shall not be liable to such indemnified party for any legal or other expenses, other than reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its own counsel in any such action, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless:

(i)        the employment of counsel by such indemnified party has been authorized by the indemnifying parties;

(ii)       counsel for the indemnified party shall have reasonably concluded that there may be a conflict of interest between the indemnifying parties and the indemnified party in the conduct of the defense of such action (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party); or

(iii)      the indemnifying parties shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying parties. An indemnifying party shall not be liable for any settlement of any action or claims effected without its written consent

(d)          If the indemnification provided for in this Section 9 is unavailable to any indemnified party in respect to any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party, will contribute to the amount paid or payable by such indemnified party, as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand, and the Placement Agent on the other hand, from the Offering, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand, and of the Placement Agent on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand, and the Placement Agent on the other hand, shall be deemed to be in the same proportion as the total proceeds from the Offering (net of sales commissions, but before deducting expenses) received by the Company bear to the commissions received by the Placement Agent The relative fault of the Company on the one hand, and the Placement Agent on the other hand, will be determined with reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Company, and their relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount payable by a party as a result of the losses, claims, damages, liabilities or expenses referred to above will be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

(e)          The Company and the Placement Agent agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 9, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(f)           The rights to indemnification and contribution hereunder shall terminate on the later of (x) the third anniversary date of the final Closing and (y) the expiration of state (for each state in which the Units were offered) and Federal statutes of limitations prior to which a claim for a securities law violation must be brought.

(a)          The Offering will be conducted during the Offering Period, through the Offering Expiration Date, unless sooner terminated in accordance with this Section I0. The obligations of the Placement Agent to offer for sale any Units shall terminate upon the Offering Expiration Date. After the Offering Expiration Date, both the Placement Agent and the Company shall cease all solicitations for investment under the Memorandum and shall not distribute any offering materials to prospective investors identifying the Placement Agent as placement agent or as acting on behalf of the Company in any other capacity. Both the Company and the Placement Agent shall be entitled to furnish any of the Offering Documents or related documentation to any governmental entity with jurisdiction over each such party at such entity’s request.

(b)          The Placement Agent may terminate its engagement hereunder at any time in the event that: (i) any of the representations or warranties of the Company contained herein or in the Memorandum shall prove to have been false or misleading in any material respect when made or deemed made; (ii) the Company shall have failed to perform any of its material obligations hereunder or shall have abandoned the Offering; or (iii) there shall occur any event which materially and adversely affects the transactions contemplated hereby not occasioned by or arising out of or in connection with any breach or failure hereunder on the part of the Placement Agent.

In the event of (x) any such termination occasioned by or arising out of or in connection with any breach (other than a breach of a representation which arises out of events occurring after the date hereof and over which the Company has no control) or failure hereunder on the part of the Company, described in clauses (i), (ii), or (iii) above or (y) any termination of the Offering or the engagement of Placement Agent by the Company, prior to the Offering Expiration Date, other than in the case of a termination of Placement Agent’s engagement by the Company in accordance with Section 10(c) below, in addition to other rights and remedies Placement Agent may have hereunder, at law or otherwise, the Company shall reimburse Placement Agent for all of Placement Agent’s reasonable out-of-pocket expenses incurred in connection with this Agreement within ten (10) business days of the delivery to the Company by the Placement Agent of a statement setting forth such expenses in reasonable detail within five (5) business days of the date of termination of Placement Agent’s engagement hereunder an amount equal to the full amount of the unpaid Expense Reimbursement

(c)          The engagement of the Placement Agent may be terminated by the Company in the event: (i) any of the representations or warranties of the Placement Agent contained herein shall prove to have been false or misleading in any material respect when made or deemed made; (ii) of the gross negligence, bad faith, or willful misconduct of the Placement Agent or its representatives; (iii) the Placement Agent shall have failed to perform any of its material obligations hereunder; or (iv) there shall occur any event which materially and adversely affects the transactions contemplated hereby not occasioned by or arising out of or in connection with any breach or failure hereunder on the part of the Company. If the Company elects to terminate the engagement of the Placement Agent pursuant to Section 10(c)(i), (ii) or (iii) above, Section 4(b) hereof shall concurrently with the delivery of the Company’s notice of termination rendered void and be of no further force or effect.

(d)          Upon termination Offering, all subscription documents and payments for the Units to be sold in the Offering not previously delivered to the subscribers therefor shall be returned to such respective subscribers without interest thereon or deduction therefrom.

(a)          No change, amendment or supplement to, or waiver of, this Agreement or any term, provision or condition contained herein, shall be valid or of any effect unless in writing and signed by the party against whom such is asserted.

(b)          The corporate laws of the State of New York shall govern all issues concerning this Agreement. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting the New York, New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction. such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(c)          This Agreement constitutes the entire understanding between the parties with respect to the transactions contemplated hereby, and all prior or contemporaneous oral agreements, understandings, discussions, representations and statements are superseded by this Agreement The waiver of any particular condition precedent, provision or remedy provided by this Agreement shall not constitute the waiver of any other.

(d)          This Agreement may be executed in any number of counterparts, each of which shall be taken as one and the same instrument, to the same effect as if all the parties hereto had signed the same signature page. Any signature page of this Agreement may be detached from any counterpart of this Agreement identical in form hereto but having attached it to one or more additional signature pages.

(e)          The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs. legal representatives, permitted successors and permitted assigns.

(f)           If any provision of this Agreement for any reason shall be held to be illegal, invalid or unenforceable, such illegality shall not affect any other provision of this Agreement and this Agreement shall be amended so as to enforce the illegal, invalid or unenforceable provision to the maximum extent permitted by applicable law, and the parties shall cooperate in good faith to further modify this Agreement so as to preserve to the maximum extent possible the intended benefits to be received by the parties.

(g)          All representations. warranties and agreements of the parties hereto contained herein will survive the delivery and execution hereof and the Closing for a period of one (1) year from the date hereof, and shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any party hereto or any person who controls any such party within the meaning of the Securities Act, and will survive delivery of the securities constituting the Units hereunder and the delivery of the Placement Agent Warrants and any termination of this Agreement.

(h)          The Placement Agent acknowledges and agrees that it will have access to, or become acquainted with, Confidential Information of the Company in the performance of its duties and obligations hereunder. For purposes of this Agreement, “Confidential Information” shall mean all confidential, proprietary, or trade secret information, property, or material of the Company and any derivatives, portions, or copies thereof, including, without limitation, information resulting from or in any way related to (i) the Offering; (ii) the business practices, plans, intellectual property, proprietary information, formulae, methods, practices, designs, know how, processes and procedures, software, test results, financial information, sales, customers, employees, suppliers, contracts, agreements or relationships of the Company; and (iii) any other information or material that the Company designates as Confidential Information. Placement Agent shall keep all Confidential Information in strict confidence and shall not, at any time during or for five (5) years after the expiration or earlier termination of this Agreement, without the Company’s prior written consent, disclose, publish, disseminate or otherwise make available, directly or indirectly, any item of Confidential Information to anyone. The Placement Agent shall use the Confidential Information only in connection with the performance of the Offering and for no other purpose. Notwithstanding the obligations set forth above, the Placement Agent may disclose Confidential Information to any of its employees, consultants or subcontractors who need to receive the Confidential Information in connection with the Offering, provided that the Placement Agent shall ensure that, prior to disclosing the Confidential Information, each subcontractor, consultant or employee to whom the Confidential Information is to be disclosed is made aware of the obligations contained in this Agreement and agrees to undertake, in a manner legally enforceable by the Company, to adhere to such terms of this Agreement as if it were a party thereto. Placement Agent recognizes that its threatened breach or breach of this Section 11(h) will cause irreparable harm to the Company that is inadequately compensable for through damages and that therefore, in addition to other remedies that may be available at law or equity, the Company is entitled to injunctive relief for such a threatened or actual breach of this Section 11(h). Notwithstanding the above, the Placement Agent shall not have any obligations of confidentiality with respect to any portion of Confidential Information which (i) was previously known to the Placement Agent prior to receipt from the disclosing party, (ii) is public knowledge, or becomes public knowledge in the future, other than through acts or omissions of the Placement Agent in violation of this Section 11(h), or (iii) is lawfully obtained by the Placement Agent from sources independent of the disclosing party who have a lawful right to disclose such Confidential Information. The Placement Agent may disclose Confidential Information to the extent such disclosure is reasonably necessary in complying with applicable governmental laws, rules or regulations or court orders.

(i)            Upon the listing of the Common Stock on any national securities exchange, any obligations of the Company to the Placement Agent under Sections 6(a) (iv), (v), (vi), (x),(xi), (xii) and (xiv) shall be rendered void. 

If the foregoing conforms with your understanding of the arrangements between us, please sign the copy of this letter provided in the space indicated, whereupon this letter shall constitute a binding and legal agreement between the Company and the Placement Agent.

Very truly yours,

ALZAMEND NEURO, INC.

Name: Stephan Jackman

Title: Chief Executive Officer

Accepted as of the date first above written:

SPARTAN CAPITAL SECURITIES,LLC

Name: John Lowry

Title: Chief Executive Officer

EXHIBIT A

USE OF PROCEEDS

USE OF PROCEEDS

Assuming the sale by us of the Maximum Offering of $2,500,000 and estimated expenses and commissions of $495,000 and the $475,000 Spartan advisory fee pursuant to the Uplisting Agreement (which is payable once we have raised no less than $1,000,000 in gross proceeds in this Offering), the total net proceeds to us would be $1,530,000, which we currently intend to use as set forth below. We expect to focus the proceeds on advancing LiProSal™ to clinical trials. As of the date of this Memorandum, we cannot specify with certainty all of the particular uses for the net proceeds to us from the sale of Common Stock. Accordingly, we will retain discretion over the use of these proceeds. The following table represents Management’s best estimate of the uses of the net proceeds received from the sale of Common Stock assuming the sale of, respectively, 100%, 75% and 50% of the Shares offered for sale in this offering.

The amounts set forth above are estimates, and we cannot be certain that actual costs will not vary from these estimates. Our management has significant flexibility and broad discretion in applying the net proceeds received in this Offering. We cannot assure you that our financial performance estimates will prove to be accurate or that unforeseen events, problems or delays will not occur that would require us to seek additional debt and/or equity funding, which may not be available on favorable terms, or at all. See “Risk Factors.”

EXHIBIT B

FORM OF UPLISTING AGREEMENT