PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT ALLENA PHARMACEUTICALS, INC.Allena Pharmaceuticals, Inc. • May 4th, 2022 • Biological products, (no disgnostic substances)
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after November 4, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 3, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Allena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of April 25, 2022.
Allena Pharmaceuticals, Inc. 10,400,000 Shares of Common Stock (par value $0.001 per share) Amended and Restated Underwriting AgreementUnderwriting Agreement • December 3rd, 2020 • Allena Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
Allena Pharmaceuticals, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 10,400,000 shares of its common stock, par value $0.001 per share (the “Shares”). The 10,400,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 1,560,000 Shares as provided in Section 2. The additional 1,560,000 Shares that may be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares, are collectively called the “Offered Shares.” H.C. Wainwright & Co., LLC (“Wainwright”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Sha
COMMON STOCK PURCHASE WARRANT ALLENA PHARMACEUTICALS, INC.Common Stock Purchase Warrant • July 16th, 2021 • Allena Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on 1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Allena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 4th, 2022 • Allena Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 3, 2022, between Allena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 5th, 2020 • Allena Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 3, 2020, between Allena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ALLENA PHARMACEUTICALS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • December 3rd, 2018 • Allena Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
Allena Pharmaceuticals, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
•] SHARES ALLENA PHARMACEUTICALS, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • October 6th, 2017 • Allena Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
AT THE MARKET OFFERING AGREEMENT July 8, 2022Market Offering Agreement • July 11th, 2022 • Allena Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
Allena Pharmaceuticals, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 28th, 2019 • Allena Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 27, 2019, between Allena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ALLENA PHARMACEUTICALS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of , 20 Subordinated Debt SecuritiesAllena Pharmaceuticals, Inc. • May 6th, 2021 • Biological products, (no disgnostic substances) • New York
ALLENA PHARMACEUTICALS, INC. PACIFIC WESTERN BANK LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 13th, 2019 • Allena Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • North Carolina
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of June 29, 2018, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”) and ALLENA PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”).
ALLENA PHARMACEUTICALS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTForm of Director Indemnification Agreement • October 6th, 2017 • Allena Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Allena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
Allena Pharmaceuticals, Inc. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 6th, 2017 • Allena Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 25th day of November, 2015 by and among Allena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Section 6.9 below, the “Investors”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2020 • Allena Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 29, 2020 by and among Allena Pharmaceuticals, Inc., a corporation incorporated in the State of Delaware (the “Company”), and the “Lenders” named in that certain Loan and Security Agreement by and among the Company and the Lenders, dated September 29, 2020 (the “Loan Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Loan Agreement unless otherwise defined herein.
Allena Pharmaceuticals, Inc. Series F Non-Convertible Preferred Stock SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENTSubscription and Investment Representation Agreement • July 12th, 2022 • Allena Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT, dated as of July 12, 2022, is by and between Allena Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the undersigned subscriber (the “Subscriber”). In consideration of the mutual promises contained herein, and other good, valuable and adequate consideration, the parties hereto agree as follows:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 1st, 2020 • Allena Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
THIS LOAN AND SECURITY AGREEMENT is made and dated as of September 29, 2020 and is entered into by and between Allena Pharmaceuticals, Inc., a corporation incorporated in the State of Delaware and each of its Subsidiaries from time to time party hereto, except for the Excluded Subsidiaries (collectively referred to as “Borrower” or “Allena”), Pontifax Medison Finance (Israel) L.P. and Pontifax Medison Finance (Cayman) L.P. (collectively, referred to as “Lender”) and Pontifax Medison Finance GP, L.P., in its capacity as administrative agent and collateral agent for itself and Lender (in such capacity, “Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 23rd, 2017 • Allena Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (the “Agreement”) is made as of October 17, 2017, between Allena Pharmaceuticals, Inc. (the “Company”), and Edward Wholihan (the “Executive”). This Agreement shall be effective as of the closing of the first underwritten public offering of the equity securities of the Company pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”). This Agreement supersedes, amends and restates in all respects any other employment agreements and offer letters between Executive and the Company, including without limitation the Employment Agreement between Executive and the Company dated June 9, 2016 (collectively, the “Superseded Employment Agreements”), except for the Restrictive Covenant Obligations, as defined in Section 8, and that certain Incentive Stock Option Agreement Granted Under 2011 Stock Incentive Plan dated as of September 15, 2016, and attached hereto as Exhibit A, which remain in effect.
OFFICE BUILDING LEASE Tenant: Allena Pharmaceuticals, Inc. and Alcresta, Inc. Landlord: Newton Executive Park Limited PartnershipLease Agreement • March 27th, 2018 • Allena Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS LEASE made this August 29, 2011 between Newton Executive Park Limited Partnership, a Massachusetts limited partnership with offices at One Gateway Center in Newton, Massachusetts (“Landlord”), and Allena Pharmaceuticals, Inc., a Delaware corporation, with offices located in Newton, Massachusetts and Alcresta, Inc., a Delaware corporation, with offices located Newton, Massachusetts (jointly and severally the “Tenant”).
LICENSE AGREEMENTLicense Agreement • October 23rd, 2017 • Allena Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
This License Agreement (this “Agreement”) is entered into as of the 22 day of March 2012 (the “Effective Date”) by and between Althea Technologies, Inc., a Delaware corporation with its principal place of business at 11040 Roselle Street, San Diego, CA 92121 (“Althea”), and Allena Pharmaceuticals, Inc., a Delaware corporation with its principal place of business at One Newton Executive Park, Suite 202, Newton, MA 02462 (“Allena”).
RETENTION COMPENSATION AND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 2nd, 2022 • Allena Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Retention Compensation and Amendment to Employment Agreement (the “Agreement”) is dated January 28, 2022 and is by and between Allena Pharmaceuticals, Inc. (the “Company”) and Louis Brenner, M.D. (the “Executive”) (together, the “Parties”).
ALLENA PHARMACEUTICALS, INC. AT MARKET ISSUANCE SALES AGREEMENTSales Agreement • March 30th, 2021 • Allena Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
EMPLOYMENT AGREEMENTEmployment Agreement • February 2nd, 2021 • Allena Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • North Carolina
This Employment Agreement (the “Agreement”) is made as of January 29, 2021 between Allena Pharmaceuticals, Inc. (the “Company”) and Richard D. Katz, MD (the “Executive”) (the Company and the Executive, the “Parties”).
COMMERCIAL LEASECommercial Lease • November 7th, 2018 • Allena Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Massachusetts
Cummings Properties, LLC (“LESSOR”) hereby leases to Allena Pharmaceuticals. Inc. (a DE corp.), One Newton Executive Park, Suite 202, Newton, MA 02462 (“LESSEE”), the following premises, approximately 7,162 square feet (including 4.7% common area) at 142-B North Road, Sudbury, MA 01776 (“premises”), for a term of one year commencing at noon on September 1, 2016 and currently scheduled to terminate at noon on August 30, 2017 unless sooner terminated or extended as herein provided. LESSOR and LESSEE now covenant and agree that the following terms, conditions, covenants, and obligations (“terms”) shall govern the lease.
ALLENA PHARMACEUTICALS, INC. AT MARKET ISSUANCE SALES AGREEMENTSales Agreement • December 23rd, 2021 • Allena Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
Re: Transition AgreementTransition Agreement • April 2nd, 2021 • Allena Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This letter confirms your separation from full time employment and continuation as a part-time consultant with Allena Pharmaceuticals, Inc. (the “Company”). We appreciate your contributions and would like to make this transition as smooth as possible for you. With that in mind, the Company is offering you a transition and separation package as set forth in this transition agreement (the “Agreement”).
ContractAllena Pharmaceuticals, Inc. • August 18th, 2017 • Biological products, (no disgnostic substances) • Massachusetts
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ContractAllena Pharmaceuticals, Inc. • October 6th, 2017 • Biological products, (no disgnostic substances) • Massachusetts
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
COMMERCIAL LEASECommercial Lease • October 6th, 2017 • Allena Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Massachusetts
Cummings Properties, LLC (“LESSOR”) hereby leases to Allena Pharmaceuticals. Inc. (a DE corp.), One Newton Executive Park, Suite 202, Newton, MA 02462 (“LESSEE”), the following premises, approximately 7,162 square feet (including 4.7% common area) at 142-B North Road, Sudbury, MA 01776 (“premises”), for a term of one year commencing at noon on September 1, 2016 and currently scheduled to terminate at noon on August 30, 2017 unless sooner terminated or extended as herein provided. LESSOR and LESSEE now covenant and agree that the following terms, conditions, covenants, and obligations (“terms”) shall govern the lease.
Re: Transition AgreementAllena Pharmaceuticals, Inc. • January 4th, 2019 • Biological products, (no disgnostic substances) • Massachusetts
This letter follows our recent discussions about your employment as Chief Executive Officer of Allena Pharmaceuticals, Inc. (the “Company”). As you know, you have informed the Company of your decision to resign your employment with the Company, and the Company has accepted your resignation. The Company sincerely appreciates your contributions and looks forward to continuing to work with you in your new capacity as Chairman of the Company’s Board of Directors (the “Board”). This letter agreement (the “Agreement”) confirms the terms related to the ending of your employment and your transition to serving as Chairman of the Board. With those understandings, you and the Company agree as follows:
