Rexahn Pharmaceuticals, Inc. Sample Contracts

FORM OF COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • January 25th, 2019 • Rexahn Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or his, her 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 January 25, 2019 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 25, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rexahn Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock (as defined below). The purchase price of one (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 19th, 2018 • Rexahn Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 17, 2018, between Rexahn 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”).

ARTICLE I
Merger Agreement • January 21st, 2005 • Corporate Road Show Dot Com Inc • Services-motion picture & video tape production
ARTICLE II GENERAL RELEASE
Settlement Agreement • May 23rd, 2005 • Rexahn Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 26th, 2016 • Rexahn Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 26, 2016, between Rexahn 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”).

Debt Securities
Indenture • February 4th, 2021 • Ocuphire Pharma, Inc. • Pharmaceutical preparations • New York

THIS INDENTURE, dated as of [●], 20___, between Ocuphire Pharma, Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):

OCUPHIRE PHARMA, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF ______________
Preferred Stock Warrant Agreement • January 10th, 2024 • Ocuphire Pharma, Inc. • Pharmaceutical preparations • New York

THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between Ocuphire Pharma, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).

COMMON STOCK PURCHASE WARRANT REXAHN PHARMACEUTICALS, INC.
Common Stock Purchase Warrant • October 19th, 2018 • Rexahn Pharmaceuticals, Inc. • 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 ____, 2019 (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 Rexahn Pharmaceuticals, 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 (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

OCUPHIRE PHARMA, INC. AND __________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF _____________
Common Stock Warrant Agreement • January 10th, 2024 • Ocuphire Pharma, Inc. • Pharmaceutical preparations • New York

THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between Ocuphire Pharma, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 29th, 2010 • Rexahn Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 28, 2010, between Rexahn 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”).

OCUPHIRE PHARMA, INC. AND ___________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF _________
Warrant Agreement • January 10th, 2024 • Ocuphire Pharma, Inc. • Pharmaceutical preparations • New York

THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between Ocuphire Pharma, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).

COMMON STOCK PURCHASE WARRANT REXAHN PHARMACEUTICALS, INC.
Common Stock Purchase Warrant • November 30th, 2012 • Rexahn Pharmaceuticals, 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 the close of business on July 5, 20161 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rexahn Pharmaceuticals, 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 by the Company as of the date hereof pursuant to Section 2.3(ii) of the Underwriting Agreement, dated as of November __, 2012, between the Company and Burrill LLC and Maxim Group LLC.

19,130,435 SHARES OF COMMON STOCK AND 10,521,739 WARRANTS OF REXAHN PHARMACEUTICALS, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • November 30th, 2012 • Rexahn Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

The undersigned, Rexahn Pharmaceuticals, 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 Rexahn Pharmaceuticals, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representatives (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Burrill LLC and Maxim Group LLC (collectively, the “Representatives” and each a “Representative” and if there are no Underwriters other than the Representatives, references to Underwriters shall be disregarded and the term Representatives as used herein shall have the same meaning as Underwriters) are acting as joint representatives for the several Underwriters on the terms and conditions set forth herein.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 7th, 2017 • Rexahn Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 6, 2017, between Rexahn 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”).

PURCHASE AGREEMENT
Purchase Agreement • August 11th, 2023 • Ocuphire Pharma, Inc. • Pharmaceutical preparations • Illinois

PURCHASE AGREEMENT (the “Agreement”), dated as of August 10, 2023, by and between OCUPHIRE PHARMA, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 15th, 2014 • Rexahn Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 15, 2014, between Rexahn 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”).

COMMON STOCK PURCHASE WARRANT REXAHN PHARMACEUTICALS, INC.
Common Stock Purchase Warrant • June 29th, 2010 • Rexahn Pharmaceuticals, Inc. • 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 ______ ___, 2010 (the “Initial Exercise Date”) and on or prior to the close of business on the four (4) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rexahn Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock.

INDEMNIFICATION AGREEMENT Effective Date: [_______]
Indemnification Agreement • July 6th, 2020 • Rexahn Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

THIS INDEMMICATION AGREEMENT (this “Agreement”), is made as of the Effective Date set forth above, between OCUPHIRE PHARMA INC., a Delaware corporation (the “Company”), whose address is 6894 Lakemont Circle, West Bloomfield, MI 48323, and [_______] (“Indemnitee”).

REXAHN PHARMACEUTICALS, INC.
At Market Issuance Sales Agreement • March 16th, 2015 • Rexahn Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

Rexahn Pharmaceuticals, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”), with MLV & Co. LLC (“MLV”), as follows:

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OCUPHIRE PHARMA, INC.
Capital on Demand Sales Agreement • March 11th, 2021 • Ocuphire Pharma, Inc. • Pharmaceutical preparations • New York

Ocuphire Pharma, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with JonesTrading Institutional Services LLC (the “Agent”), as follows:

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: REXAHN PHARMACEUTICALS, INC., a Delaware corporation; RAZOR MERGER SUB, INC., a Delaware corporation; and OCUPHIRE PHARMA, INC. a Delaware corporation Dated as of June 17, 2020
Merger Agreement • August 14th, 2020 • Rexahn Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of June 17, 2020, by and among REXAHN PHARMACEUTICALS, INC., a Delaware corporation (“Parent”), RAZOR MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and OCUPHIRE PHARMA, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 6th, 2023 • Ocuphire Pharma, Inc. • Pharmaceutical preparations

THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and between OCUPHIRE PHARMA, INC., a Delaware corporation (the “Company”), and RONIL PATEL (the “Executive”) is signed by the Company and the Executive and is entered into on and made effective as of April 24, 2023 (as defined below) (the “Effective Date”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 30th, 2011 • Rexahn Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 28, 2011, between Rexahn 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”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 11th, 2023 • Ocuphire Pharma, Inc. • Pharmaceutical preparations • Illinois

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 10, 2023, by and between OCUPHIRE PHARMA, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 16th, 2013 • Rexahn Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 10, 2013, between Rexahn 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”).

WITNESSETH:
Employment Agreement • August 19th, 2003 • Corporate Road Show Dot Com Inc • Services-motion picture & video tape production • New York
par value $0.0001 and Warrants to Purchase 10,750,000 Shares of Common Stock REXAHN PHARMACEUTICALS, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • January 25th, 2019 • Rexahn Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

Rexahn Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of (i) 10,750,000 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), and (ii) warrants to purchase up to an aggregate of 10,750,000 shares of Common Stock (the “Warrants”). The respective amounts of the Shares and Warrants to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. The aggregate number of shares of Common Stock issuable upon exercise of the Warrants is hereinafter referred to as the “Warrant Shares.” The Shares, Warrants and Warrant Shares are collectively called the “Securities.”

Contract
Securities Purchase Agreement • March 26th, 2008 • Rexahn Pharmaceuticals, Inc. • Pharmaceutical preparations
AMENDED & RESTAED EMPLOYMENT AGREEMENT
Employment Agreement • September 10th, 2010 • Rexahn Pharmaceuticals, Inc. • Pharmaceutical preparations • Maryland

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 9, 2010 is made by and between Rexahn Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Chang Ho Ahn (the “Executive”).

Warrant Exchange Agreement
Warrant Exchange Agreement • September 11th, 2020 • Rexahn Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware

This Warrant Exchange Agreement (the “Agreement”) is made and entered into as of September 10, 2020, by and between Rexahn Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the undersigned holder of the Existing Warrants (as defined below) (the “Holder”).

STRICTLY CONFIDENTIAL Mr. Tae Heum (Ted) Jeong Sr. Vice President of Finance Chief Financial Officer Rexahn Pharmaceuticals, Inc.
Placement Agent Agreement • March 30th, 2011 • Rexahn Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
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