COMMON STOCK PURCHASE WARRANT PANBELA THERAPEUTICS, INC.Panbela Therapeutics, Inc. • January 23rd, 2023 • Pharmaceutical preparations
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 that is [●] months from the Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the [●] anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Panbela Therapeutics, Inc., a Delaware corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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 • January 29th, 2024 • Panbela Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 28, 2024, between Panbela Therapeutics, 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”).
UNDERWRITER COMMON STOCK PURCHASE WARRANTSun BioPharma, Inc. • August 20th, 2020 • Pharmaceutical preparations • New York
THIS UNDERWRITER COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Craig-Hallum Capital Group LLC 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 hereof (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 Sun BioPharma, Inc., a Delaware corporation (the “Company”), up to _________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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 issued pursuant to that certain Engagement Agreement, by and between the Company and Craig-Hallum Capital Group, dated as of February 21, 2020, as amended on April 20, 2020 and August 11, 2020.
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • August 20th, 2020 • Sun BioPharma, Inc. • Pharmaceutical preparations • New York
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 hereof (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 Sun BioPharma, Inc., a Delaware corporation (the “Company”), up to _________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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 shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elec
Panbela Therapeutics, Inc. Common Stock ($0.001 par value per share) Sales AgreementSales Agreement • July 20th, 2022 • Panbela Therapeutics, Inc. • Pharmaceutical preparations • New York
Panbela Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC (the “Agent”), as follows:
PANBELA THERAPEUTICS, INC. and VSTOCK TRANSFER, LLC as Warrant Agent Warrant Agency Agreement Dated as of [ ], 2023 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • June 2nd, 2023 • Panbela Therapeutics, Inc. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of [ ], 2023 ("Agreement"), between Panbela Therapeutics, Inc., a Delaware corporation (the "Company"), and VStock Transfer, LLC, a New York limited liability trust company (the "Warrant Agent").
3,333,334 SHARES OF COMMON STOCK PANBELA THERAPEUTICS, INC. AMENDED AND RESTATED UNDERWRITING AGREEMENTUnderwriting Agreement • July 2nd, 2021 • Panbela Therapeutics, Inc. • Pharmaceutical preparations • New York
The undersigned, Panbela Therapeutics, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Panbela Therapeutics, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein. This Amended and Restated Underwriting Agreement amends, restates and supersedes in
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 29th, 2024 • Panbela Therapeutics, Inc. • Pharmaceutical preparations • New York
SUN BIOPHARMA, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 27th, 2020 • Sun BioPharma, Inc. • Pharmaceutical preparations • New York
The undersigned, Sun BioPharma, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Sun BioPharma, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Craig-Hallum Capital Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
CLASS D COMMON STOCK PURCHASE WARRANT PANBELA THERAPEUTICS, INC.Panbela Therapeutics, Inc. • December 21st, 2023 • Pharmaceutical preparations • New York
THIS CLASS D 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 that the Stockholder Approval (defined below) is obtained and deemed effective (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Panbela Therapeutics, Inc., a Delaware corporation (the “Company”), up to _________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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).
WARRANT TO PURCHASE SHARES OF STOCK of SUN BIOPHARMA, INC.Sun BioPharma, Inc. • September 11th, 2015 • Services-computer integrated systems design • Delaware
THIS CERTIFIES THAT, in consideration of the sum of $[_______________], [____________________], or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Sun BioPharma, Inc., a Delaware corporation (the “Company”), Shares (as defined below), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions relating to the Company’s selling of up to $2,000,000 of convertible promissory notes (the “Notes”) and related warrants (the “Warrants”) to purchase shares of capital stock of the Company to certain existing stockholders, officers and members of the board of directors, pursuant to the terms of the Subscription Agreement by and between the Company and each of the purchasers, inc
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 4th, 2022 • Panbela Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 29, 2022, between Panbela Therapeutics, 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 16th, 2020 • Sun BioPharma, Inc. • Pharmaceutical preparations • Minnesota
This EMPLOYMENT AGREEMENT (this “Agreement”) effective as of July 15, 2020 (“Effective Date”) is by and between Sun BioPharma, Inc., a Delaware corporation (“Sun BioPharma” or the “Company”) and Jennifer K. Simpson (“Employee”), collectively referred to herein as the (“Parties”).
COMMON STOCK PURCHASE WARRANT PANBELA THERAPEUTICS, INC.Common Stock Purchase • September 6th, 2022 • Panbela Therapeutics, Inc. • Pharmaceutical preparations • New York
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 hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Termination Date”) but not thereafter, to subscribe for and purchase from Panbela Therapeutics, Inc., a Delaware corporation (the “Company”), up to [____] shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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 shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole regis
WAIVER AND THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 5th, 2018 • Sun BioPharma, Inc. • Pharmaceutical preparations
This WAIVER AND THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this “Third Amendment”) is entered into effective as of February 27, 2018 by and among Sun BioPharma, Inc., a Delaware corporation (the “Company”), and Suzanne Gagnon (“Employee”).
COMMON STOCK PURCHASE WARRANT PANBELA THERAPEUTICS, INC.Common Stock Purchase • January 31st, 2023 • Panbela Therapeutics, Inc. • Pharmaceutical preparations • New York
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 hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING] (the “Termination Date”) but not thereafter, to subscribe for and purchase from Panbela Therapeutics, Inc., a Delaware corporation (the “Company”), up to [____] shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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 shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole regis
UNDERWRITING AGREEMENT betweenUnderwriting Agreement • December 18th, 2017 • Sun BioPharma, Inc. • Pharmaceutical preparations • New York
The undersigned, Sun BioPharma, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Sun BioPharma, Inc. (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
Series A Preferred Stock SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENTSubscription and Investment Representation Agreement • April 25th, 2024 • Panbela Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT, dated as of April 23, 2024, is by and between Panbela Therapeutics, 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:
SUN BIOPHARMA, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 20th, 2020 • Sun BioPharma, Inc. • Pharmaceutical preparations • New York
The undersigned, Sun BioPharma, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Sun BioPharma, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Craig-Hallum Capital Group LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 13th, 2017 • Sun BioPharma, Inc. • Pharmaceutical preparations
This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Second Amendment”) is entered into as of October 1, 2017 by and among Sun BioPharma, Inc., a Delaware corporation (the “Company”), and Michael T. Cullen (“Employee”).
AGREEMENT AND PLAN OF MERGER by and among PANBELA THERAPEUTICS, INC., CANARY MERGER HOLDINGS, INC., CANARY MERGER SUBSIDIARY I, INC., CANARY MERGER SUBSIDIARY II, INC., CANCER PREVENTION PHARMACEUTICALS, INC. and FORTIS ADVISORS LLC, as Stockholder...Agreement and Plan of Merger • February 22nd, 2022 • Panbela Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Agreement and Plan of Merger (this “Agreement”), is entered into as of February 21, 2022, by and among Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Panbela Therapeutics, Inc., a Delaware corporation (“Parent”), Canary Merger Holdings, Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“HoldCo”), Canary Merger Subsidiary I, Inc., a Delaware corporation and a wholly-owned Subsidiary of HoldCo (“Merger Sub I”), Canary Merger Subsidiary II, Inc., a Delaware corporation and a wholly-owned Subsidiary of HoldCo (“Merger Sub II”, and together with Parent, HoldCo and Merger Sub I, the “Parent Entities”), and Fortis Advisors, LLC, a Delaware limited liability company, in its capacity as Stockholder Representative (“Stockholder Representative”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 9.01 hereof.
INCENTIVE STOCK OPTION AGREEMENT OF SUN BIOPHARMA, INC. (with advance purchase rights)Stock Repurchase Agreement • September 11th, 2015 • Sun BioPharma, Inc. • Services-computer integrated systems design • Delaware
Sun BioPharma, Inc., a Delaware Company (the “Company”), has granted to Optionee, an option (“Option”) to purchase the Shares, at the price set forth above and in all respects subject to the terms, definitions and provisions of the Company’s 2011 Stock Option Plan (the “Plan”) adopted by the Company, the terms of which are incorporated herein by reference. Capitalized terms not defined in this Option shall have the same meanings as are given to them in the Plan.
FORM OF] DEBT-FOR-EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • March 31st, 2017 • Sun BioPharma, Inc. • Pharmaceutical preparations • Minnesota
This DEBT-FOR-EQUITY EXCHANGE AGREEMENT (this “Agreement”), dated as of , 2017 (the “Effective Date”) is made by and between Sun BioPharma, Inc. a Delaware corporation (the “Company”), and the lender named on the signature page hereto (“Lender”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 13th, 2017 • Sun BioPharma, Inc. • Pharmaceutical preparations
This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Second Amendment”) is entered into as of October 1, 2017 by and among Sun BioPharma, Inc., a Delaware corporation (the “Company”), and Suzanne Gagnon (“Employee”).
PANBELA THERAPEUTICS, INC. and VSTOCK TRANSFER, LLC as Warrant AgentWarrant Agency Agreement • January 4th, 2024 • Panbela Therapeutics, Inc. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of , 2024 (“Agreement”), between Panbela Therapeutics, Inc., a Delaware corporation (the “Company”), and VStock Transfer, LLC, a New York limited liability trust company (the “Warrant Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2018 • Sun BioPharma, Inc. • Pharmaceutical preparations • Minnesota
This EMPLOYMENT AGREEMENT (this “Agreement”) effective as of April 17, 2018 (“Effective Date”) is by and between Sun BioPharma, Inc., a Delaware corporation (“Sun BioPharma” or the “Company”) and Susan Horvath (“Employee”), collectively referred to herein as the (“Parties”).
SUN BIOPHARMA, INC. 2016 Omnibus Incentive Plan Non-Qualified Stock Option AgreementSun Biopharma • August 11th, 2016 • Sun BioPharma, Inc. • Pharmaceutical preparations • Delaware
Sun BioPharma, Inc. (the “Company”), pursuant to its 2016 Omnibus Incentive Plan (the “Plan”), hereby grants an Option to purchase shares of the Company’s common stock to you, the Participant named below. The terms and conditions of the Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. Any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.
EMPLOYEE CONFIDENTIALITY AND INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTEmployee Confidentiality and Intellectual Property Assignment Agreement • August 11th, 2020 • Sun BioPharma, Inc. • Pharmaceutical preparations • Minnesota
This EMPLOYEE CONFIDENTIALITY AND INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (the “Agreement”) is made and entered into by and between Sun BioPharma, Inc., a Delaware corporation (together with any subsidiaries of Sun BioPharma, Inc., “Company”), and [NAME] (“Employee”), as of [DATE] (the “Effective Date”). Each of Company and Employee hereinafter may be referred to individually as a “Party” or, collectively, as the “Parties.” In consideration of Employee’s employment with Company, the compensation Employee will earn in connection with such employment, Company providing Employee with access to Confidential Information (as defined below), and other good and valuable consideration, the sufficiency and receipt of which Employee acknowledges, Employee agrees as follows:
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 11th, 2016 • Sun BioPharma, Inc. • Pharmaceutical preparations • Delaware
This Agreement and Plan of Merger (this “Agreement”) is entered into effective as of the 26th day of May 2016 (the “Effective Date”), by and between Sun BioPharma, Inc., a Utah corporation (“Parent”), and Sun BioPharma Research, Inc., a Delaware corporation (“Subsidiary” and, collectively with parent, the “Constituent Corporations”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 11th, 2015 • Sun BioPharma, Inc. • Services-computer integrated systems design • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made effective as of the 4th day of September, 2015 by and among Sun BioPharma, Inc. (f/k/a Cimarron Medical, Inc.), a Delaware corporation (“Parent”), David Fuhrman, Robert Sargent and Steven Fuhrman (together with David Fuhrman and Robert Sargent, the “Indemnifying Parties”).
AMENDMENT TO SEED CAPITAL ACCELERATOR LOAN AGREEMENT AND SEED CAPITAL LOAN NOTELoan Agreement • May 14th, 2019 • Sun BioPharma, Inc. • Pharmaceutical preparations • Florida
This Amendment to Seed Capital Acceleration Loan Agreement and Seed Capital Loan Note (this “Amendment”) is made and entered into as of the date below and effective as of October 26, 2017 (the “Effective Date”) by and between Sun BioPharma, Inc., a Delaware corporation (“Maker”) and Institute for Commercialization of Public Research, Inc. (“Lender”).
LOAN AGREEMENTLoan Agreement • July 30th, 2024 • Panbela Therapeutics, Inc. • Pharmaceutical preparations • Kentucky
FORM OF] PARTICIPATION RIGHTS AGREEMENTParticipation Rights Agreement • March 31st, 2017 • Sun BioPharma, Inc. • Pharmaceutical preparations
This PARTICIPATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2017 (the “Effective Date”) is made by and between Sun BioPharma, Inc., a Delaware corporation (the “Company”), and the person named on the signature page hereto (“Participant”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 16th, 2016 • Sun BioPharma, Inc. • Pharmaceutical preparations
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “First Amendment”) is entered into as of September 12, 2016 by and among Sun BioPharma, Inc., a Delaware corporation (the “Company”), and David B. Kaysen (“Employee”).
SUN BIOPHARMA, INC. 2016 Omnibus Incentive Plan Performance-Based Stock Option AgreementStock Option Agreement • March 30th, 2017 • Sun BioPharma, Inc. • Pharmaceutical preparations • Delaware
Sun BioPharma, Inc. (the “Company”), pursuant to its 2016 Omnibus Incentive Plan (the “Plan”), hereby grants an Option to purchase shares of the Company’s common stock to you, the Participant named below. The terms and conditions of the Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. Any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.
