COMMON STOCK PURCHASE WARRANT TROVAGENE, INC.Common Stock Purchase Warrant • June 4th, 2018 • Trovagene, Inc. • Biological products, (no disgnostic substances) • 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 ________, 2018 (the “Initial Exercise Date”) and on or prior to the close of business on the ( ) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Trovagene, 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 • October 28th, 2019 • Trovagene, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 25, 2019, between Trovagene, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 28th, 2019 • Trovagene, Inc. • Biological products, (no disgnostic substances)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 25, 2019, between Trovagene, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
WITNESSETH:Executive Employment Agreement • July 19th, 2004 • Xenomics Inc • Services-business services, nec • New York
UNDERWRITING AGREEMENT between TROVAGENE, INC. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several UnderwritersUnderwriting Agreement • June 4th, 2018 • Trovagene, Inc. • Biological products, (no disgnostic substances) • New York
The undersigned, Trovagene, 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 Trovagene, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (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 G/H] [PRE-FUNDED] [PLACEMENT AGENT] COMMON STOCK PURCHASE WARRANT TROVAGENE, INC.Security Agreement • October 28th, 2019 • Trovagene, Inc. • Biological products, (no disgnostic substances)
THIS [SERIES G/H] [PRE-FUNDED] 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 [Pre-Funded Warrant only: until this Warrant is exercised in full] (the “Termination Date”) but not thereafter, to subscribe for and purchase from Trovagene, 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).
Exhibit 99.4 CONSULTING AGREEMENT This CONSULTING AGREEMENT (the "Agreement") dated effective as of June 24, 2004 is made and entered into by and among L. David Tomei, an individual (the "Consultant"), Xenomics, a company incorporated under the laws...Consulting Agreement • July 19th, 2004 • Xenomics Inc • Services-business services, nec • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 10th, 2016 • Trovagene, Inc. • Biological products, (no disgnostic substances) • Delaware
This INDEMNIFICATION AGREEMENT (“Agreement”) is made as of May 6 , 2016 by and between Trovagene, Inc., a Delaware corporation (the “Company”), and William J. Welch (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
TROVAGENE, INC. $30,000,000 of Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • January 25th, 2013 • TrovaGene Inc. • Biological products, (no disgnostic substances) • New York
Trovagene, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") dated February 14, 2005 by and between Xenomics, Inc., a Florida corporation (the "Company"), and Bernard Denoyer, an individual (the "Executive"). The Company...Executive Employment Agreement • February 17th, 2005 • Xenomics Inc • Services-business services, nec • New York
OPEN MARKET SALE AGREEMENT1Open Market Sale Agreement • March 12th, 2021 • Cardiff Oncology, Inc. • Biological products, (no disgnostic substances) • New York
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of January 28, 2005 (this "Agreement"), is made by and between XENOMICS, INC., a Florida corporation, having its principal place of business located at 420 Lexington Avenue,...Registration Rights Agreement • February 3rd, 2005 • Xenomics Inc • Services-business services, nec • New York
COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of XENOMICS, INC.Securities Agreement • November 20th, 2006 • Xenomics Inc • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (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 the close of business on November , 2012 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Xenomics, Inc., a Florida corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $.0001 per share, of the Company (the “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).
6,500,000 Shares CARDIFF ONCOLOGY, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2020 • Cardiff Oncology, Inc. • Biological products, (no disgnostic substances) • New York
VOTING AGREEMENTVoting Agreement • July 19th, 2004 • Xenomics Inc • Services-business services, nec • Florida
SUBSIDIARY GUARANTEESubsidiary Guarantee • November 20th, 2006 • Xenomics Inc • Biological products, (no disgnostic substances) • New York
SUBSIDIARY GUARANTEE, dated as of November , 2006 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the purchasers signatory (the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Xenomics, Inc., a Florida corporation (the “Company”) and the Purchasers.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 17th, 2017 • Trovagene, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 13, 2017, between Trovagene, 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”).
4,000,000 Shares(1) Trovagene, Inc. Common Stock, $0.0001 par value PURCHASE AGREEMENTPurchase Agreement • July 17th, 2015 • Trovagene, Inc. • Biological products, (no disgnostic substances) • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 10th, 2016 • Trovagene, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of November 17, 2015 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and TROVAGENE, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 20th, 2006 • Xenomics Inc • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November , 2006 among Xenomics, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ARTICLE 1Securities Exchange Agreement • June 2nd, 2004 • Used Kar Parts Inc • Services-business services, nec • New York
STRICTLY CONFIDENTIAL Trovagene, Inc. 11055 Flintkote Avenue San Diego, CA 92121 Attn: William J. Welch, President and Chief Executive Officer Dear Mr. Welch:Exclusive Agency Agreement • December 12th, 2017 • Trovagene, Inc. • Biological products, (no disgnostic substances) • New York
This letter agreement (this “Agreement”) constitutes the agreement between Trovagene, Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), that Wainwright shall serve, except as provided herein, as the exclusive agent, advisor or underwriter in any offering (each, an “Offering”) of equity securities of the Company (the “Securities”) during the Term (as hereinafter defined) of this Agreement (and for the avoidance of doubt, excluding any strategic partnerships and/or debt financings). The terms of each Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Wainwright and nothing herein implies that Wainwright would have the power or authority to bind the Company and nothing herein implies that the Company shall have an obligation to issue any Securities. It is understood that Wainwright’s assistance in an Offering will be subject to the satisfactory completion of such investigation and inquiry into the affairs of the Co
RECITALSRepurchase Agreement • July 19th, 2004 • Xenomics Inc • Services-business services, nec • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 19th, 2005 • Xenomics Inc • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 13, 2005, by and among Xenomics, Inc., a Florida corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • May 18th, 2012 • TrovaGene Inc. • Biological products, (no disgnostic substances) • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS ONE YEAR AFTER DATE OF PROSPECTUS]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE YEARS AFTER DATE OF PROSPECTUS].
CLOSING AGREEMENTClosing Agreement • July 19th, 2004 • Xenomics Inc • Services-business services, nec • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 16th, 2012 • TrovaGene Inc. • Biological products, (no disgnostic substances)
XENOMICS, INC. --------------Stock Option Grant Agreement • May 31st, 2005 • Xenomics Inc • Services-business services, nec
COMMON STOCK PURCHASE WARRANT To Purchase _____ Shares of Common Stock of XENOMICS, INC.Security Agreement • July 19th, 2005 • Xenomics Inc • Services-business services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____ (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 the close of business on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Xenomics, Inc., a Florida corporation (the “Company”), up to _____ shares (the “Warrant Shares”) of Common Stock, par value $.0001 per share, of the Company (the “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).
XENOMICS, INC. 420 Lexington Avenue, Suite 1701 New York, New York 10170Employment Agreement • September 9th, 2004 • Xenomics Inc • Services-business services, nec
Exhibit 10.1 [Trilogy Capital Partners, Inc. Letterhead] Letter of Engagement Xenomics, Inc. January 10, 2005 The following sets forth the agreement for the engagement of Trilogy Capital Partners, Inc. ("Trilogy") by Xenomics, Inc. ("XNOM" or the...Letter of Engagement • January 13th, 2005 • Xenomics Inc • Services-business services, nec
The following sets forth the agreement for the engagement of Trilogy Capital Partners, Inc. ("Trilogy") by Xenomics, Inc. ("XNOM" or the "Company"):
TROVAGENE, INC. WARRANT AGENCY AGREEMENTWarrant Agency Agreement • May 22nd, 2012 • TrovaGene Inc. • Biological products, (no disgnostic substances) • New York
WARRANT AGENCY AGREEMENT made as of , 2012 (the “Issuance Date”), between Trovagene, Inc., a Delaware corporation, with offices at 11055 Flintkote Avenue, San Diego CA 92121 (“Company”), and Broadridge Corporate Issuer Solutions, Inc., with offices at 1717 Arch Street, Suite 1300, Philadelphia, PA 19103 (“Warrant Agent”).
ARTICLE 1Capital Stock Purchase Agreement • March 12th, 2004 • Used Kar Parts Inc • Services-business services, nec • Florida
EXECUTIVE AGREEMENTExecutive Agreement • February 15th, 2012 • TrovaGene Inc. • Biological products, (no disgnostic substances) • California
This Executive Agreement (the “Agreement”) is made and entered into effective as of February 1, 2012 (the “Effective Date”), by and between Steve Zaniboni (the “Executive”) and TrovaGene, Inc., a Delaware corporation (the “Company”).
COMMON STOCK PURCHASE WARRANT TROVAGENE, INC.Common Stock Purchase Warrant • November 28th, 2012 • TrovaGene 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 2012 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Trovagene, 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).
