COMMON STOCK PURCHASE WARRANT AEOLUS PHARMACEUTICALS, INC. Warrant Shares: _______ Initial Exercise Date: May 22, 2007Security Agreement • May 23rd, 2007 • Aeolus Pharmaceuticals, Inc. • Pharmaceutical preparations
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 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aeolus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (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 • May 23rd, 2007 • Aeolus Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 22, 2007, between Aeolus 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 AGREEMENTRegistration Rights Agreement • May 23rd, 2007 • Aeolus Pharmaceuticals, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 22, 2007, between Aeolus Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
ContractRegistration Rights Agreement • October 6th, 2009 • Aeolus Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 31st, 2009 • Aeolus Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 30, 2009, by and among Aeolus Pharmaceuticals, Inc., a Delaware corporation with its headquarters located at 26361 Crown Valley Parkway, Suite 150, Mission Viejo, California 92691 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
AEOLUS PHARMACEUTICALS, INC. COMMON STOCK WARRANTWarrant Agreement • December 15th, 2015 • Aeolus Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS CERTIFIES THAT, for value received, the Holder is entitled to purchase, and Aeolus Pharmaceuticals, Inc., a Delaware corporation (the "Company"), promises and agrees to sell and issue to the Holder, at any time, or from time to time subject to the restrictions and limitations set forth herein, during the Exercise Period (as defined in Section 2 herein), up to the number of shares of Common Stock, par value $0.01 per share, of the Company (the "Common Stock"), as set forth on the signature page hereof (or such less amount, to the extent that this Warrant has been partially exercised without tendering the Warrant for surrender and reissuance) that may be acquired on a per share basis at the Exercise Price, subject to the provisions and upon the terms and conditions hereinafter set forth. This Warrant is one of the Warrants issued in the Private Securities Offering.
AEOLUS PHARMACEUTICALS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 15th, 2015 • Aeolus Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (the "Agreement") is made and entered into as of December 8, 2015 by and among Aeolus Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and the "Purchasers" named in certain Securities Purchase Agreements by and among the Company and the Purchasers, dated as of an even date herewith (collectively, the "Purchase Agreement"). Capitalized terms used in this Agreement without definition have the respective meanings ascribed thereto in the Purchase Agreement.
INCARA PHARMACEUTICALS CORPORATION WARRANT TO PURCHASE 12,500,000 SHARES OF COMMON STOCKWarrant Agreement • January 15th, 2004 • Incara Pharmaceuticals Corp • Pharmaceutical preparations • New York
For value received, Incara Pharmaceuticals Corporation (f/k/a Incara, Inc.), a Delaware corporation (the “Company”), hereby certifies that Goodnow Capital, L.L.C., or its registered transferees, successors or assigns (each person or entity holding all or part of this Warrant being referred to as a “Holder”), is the registered holder of warrants (the “Warrants”) to subscribe for and purchase Twelve Million Five Hundred Thousand (12,500,000) shares (as adjusted pursuant to the next paragraph and Section 3 hereof, the “Warrant Shares”) of the fully paid and nonassessable common stock, par value $0.001 per share (the “Common Stock”), of the Company at any time on or prior to the Expiration Date (as defined below) at a purchase price per share initially equal to Forty Cents ($0.40) (the “Warrant Price”), subject to the provisions and upon the terms and conditions hereinafter set forth. For purposes of this Warrant, “Expiration Date” shall mean 5:00 P.M., Eastern Time, on January 9, 2006, un
AEOLUS PHARMACEUTICALS, INC. INDEMNITY AGREEMENTIndemnification Agreement • December 27th, 2011 • Aeolus Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Indemnity Agreement (this “Agreement”) is made and entered into as of [__________], 20[__], by and between Aeolus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [Name of Director/Officer] (“Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 21st, 2004 • Incara Pharmaceuticals Corp • Pharmaceutical preparations • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 19th day of April, 2004 by and among INCARA PHARMACEUTICALS CORPORATION, a Delaware corporation (the “Company”), the “Investors” named in that certain Purchase Agreement, dated April 19, 2004, by and among the Company and the Investors (the “Purchase Agreement”), and SCO Securities LLC, a Delaware limited liability company (the “Placement Agent”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Agreement.
ContractRestricted Share Award Agreement • March 31st, 2008 • Aeolus Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
PURCHASE AGREEMENTPurchase Agreement • April 21st, 2004 • Incara Pharmaceuticals Corp • Pharmaceutical preparations • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of this 19th day of April, 2004 by and among INCARA PHARMACEUTICALS CORPORATION, a Delaware corporation (the “Company”), and the Investors set forth on Schedule I affixed hereto, as such Schedule may be amended from time to time in accordance with the terms of this Agreement (each an “Investor” and collectively the “Investors”).
AEOLUS PHARMACEUTICALS, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 13th, 2013 • Aeolus Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 4, 2013, between Aeolus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
ContractWarrant Agreement • April 21st, 2004 • Incara Pharmaceuticals Corp • Pharmaceutical preparations • New York
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 23rd, 2005 • Aeolus Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 21st day of November, 2005 by and among Aeolus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement dated as of the date hereof by and among the Company and the Investors (including any Investors that may hereafter become a party to the Purchase Agreement in accordance with its terms) (the “Purchase Agreement”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in the Purchase Agreement.
AEOLUS PHARMACEUTICALS, INC. WARRANT TO PURCHASE [•] SHARES OF COMMON STOCKWarrant Agreement • June 6th, 2006 • Aeolus Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This Warrant is one of a number of Warrants (collectively, the “Warrants”) being issued pursuant that certain Subscription Agreement dated as of June 5, 2006, by and among the Company and the Investors party thereto (the “Subscription Agreement”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • January 15th, 2004 • Incara Pharmaceuticals Corp • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED SECURITY AGREEMENT is dated as of January 9, 2004 by and between GOODNOW CAPITAL, L.L.C., a Delaware limited liability company (the “Lender”) as successor-by-merger to Goodnow Capital, Inc., and INCARA PHARMACEUTICALS CORPORATION (f/k/a Incara, Inc.), a Delaware corporation (the “Company”) and the successor-by-merger to Incara Pharmaceuticals Corporation, the Company’s former parent (the “Parent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 12th, 2010 • Aeolus Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Note: If no, the SEC’s staff has indicated that you should be identified as an underwriter in the Resale Registration Statement.
AEOLUS PHARMACEUTICALS, INC. COMMON STOCK WARRANTWarrant Agreement • March 7th, 2013 • Aeolus Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS CERTIFIES THAT, for value received, the Holder is entitled to purchase, and Aeolus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), promises and agrees to sell and issue to the Holder, at any time, or from time to time, during the Exercise Period, up to _______________ shares of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company, at the Exercise Price, subject to the provisions and upon the terms and conditions hereinafter set forth. This Warrant is one of the Unit Warrants issued in the Offering.
AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 31st, 2009 • Aeolus Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT (this "Amendment"), is being entered into and effective as of March 30, 2009, by and among AEOLUS PHARMACEUTICALS, INC., a Delaware corporation with its headquarters located at 26361 Crown Valley Parkway, Suite 150, Mission Viejo, California 92691, as issuer (the "Company"), and XMARK OPPORTUNITY FUND, L.P. and XMARK OPPORTUNITY FUND, LTD. (collectively, the "Investors"), as Buyers (as defined in the Agreement (as defined below)) and holders of all the outstanding 7% Senior Convertible Notes due 2011 of the Company and warrants to purchase common stock of the Company issued on the Initial Closing Date (as defined in the Agreement).
Exclusive License AgreementExclusive License Agreement • May 16th, 2011 • Aeolus Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This Exclusive License Agreement (“Agreement”) is effective as of January 15, 2009 (the “Effective Date”) by and between National Jewish Health (“National Jewish”), having an address at 1400 Jackson Street, Denver, Colorado 80206, and Aeolus Pharmaceuticals, Inc. (“Aeolus”), having an address at 26361 Crown Valley Parkway, Suite 150, Mission Viejo, California 92677. National Jewish and Aeolus are each individually referred to herein as a “Party” and collectively referred to herein as the “Parties.”
SEPARATION AGREEMENTSeparation Agreement • May 13th, 2004 • Incara Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
THIS SEPARATION AGREEMENT (this “Agreement”) is entered into as of May 4, 2004, between Clayton I. Duncan, an individual with an address at 12465 Creedmoor Road, Raleigh, North Carolina, 27614 (the “Employee”), and Incara Pharmaceuticals Corporation, a Delaware corporation with an address at 79 T.W. Alexander Drive, 4410 Research Commons, Suite 200, Research Triangle Park, North Carolina 27709 (together with its affiliates, subsidiaries, directors, managers, employees, shareholders, members, partners, plan administrators, attorneys, and agents, as well as any predecessors, future successors or assigns or estates of any of the foregoing, collectively, the “Employer”), and Goodnow Capital, L.L.C., a Delaware limited liability company (“Goodnow”) and Xmark Asset Management, LLC, a New York limited liability company (together with Goodnow and their respective affiliates, subsidiaries, directors, managers, employees, shareholders, members, partners, plan administrators, attorneys, and agent
ContractSecurities Purchase and Exchange Agreement • October 6th, 2009 • Aeolus Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2013 • Aeolus Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 4, 2013, by and between Aeolus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and John L. McManus (“Executive”).
SECURED CONVERTIBLE DEBENTURESecured Convertible Debenture • January 15th, 2004 • Incara Pharmaceuticals Corp • Pharmaceutical preparations • New York
FOR VALUE RECEIVED, Incara Pharmaceuticals Corporation (f/k/a Incara, Inc.), a Delaware corporation (the “Maker”) and the successor-by-merger to Incara Pharmaceuticals Corporation, the Maker’s former parent (the “Parent”), hereby promises to pay to the order of Goodnow Capital, L.L.C., a Delaware limited liability company and the successor-by-merger to Goodnow Capital, Inc., or its successors, assigns and legal representatives (the “Holder”), at 152 West 57th Street, 21st Floor, New York, New York 10019, or at such other location as the Holder may designate from time to time, the aggregate principal sum of all advances (each, an “Advance” and, collectively, the “Advances”) made by the Holder to the Maker, in lawful money of the United States of America, together with interest on each such Advance at a rate of 10% per annum. This Secured Convertible Debenture (this “Debenture”) is the Debenture of the Maker referred to in that certain Debenture and Warrant Purchase Agreement (the “Purch
WARRANT REPRICING, EXERCISE AND LOCKUP AGREEMENTWarrant Repricing, Exercise and Lockup Agreement • March 13th, 2013 • Aeolus Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Warrant Repricing, Exercise and Lockup Agreement (this “Agreement”) is made as of February 19, 2013, by and among Aeolus Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and each of the persons listed on the Schedule of Warrant Holders attached hereto as Exhibit A (the “Holders”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • December 7th, 2006 • Aeolus Pharmaceuticals, Inc. • Pharmaceutical preparations • California
In order to settle as fully as possible known and unknown claims I might have against Aeolus Pharmaceuticals, Inc. (“Company”) and all related parties, the Company and I, Richard P. Burgoon, Jr., agree as follows:
CONSULTING AGREEMENTConsulting Agreement • February 23rd, 2005 • Aeolus Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This CONSULTING AGREEMENT is entered into by and between Aeolus Pharmaceuticals, Inc., a Delaware corporation, having a place of business at 79 T. W. Alexander Drive, 4401 Research Commons, Suite 200, P.O. Box 14287, Research Triangle Park, NC 27709 (“Aeolus”), and Elaine Alexander, M.D., Ph.D., having a place of business at 4945 Canterbury Dr., San Diego, CA 92116 (“Consultant”).
AEOLUS PHARAMACEUTICALS, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 5th, 2012 • Aeolus Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of , 2012, between Aeolus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 6th, 2006 • Aeolus Pharmaceuticals, Inc. • Pharmaceutical preparations • California
We will have broad discretion in how we apply the net proceeds from this Offering. Because the net proceeds of this Offering are not required to be allocated to any specific investment or transaction, you cannot determine at this time the value or appropriateness of our application of the net proceeds, and you and other stockholders may not agree with our decisions.
DEBENTURE AND WARRANT PURCHASE AGREEMENTDebenture and Warrant Purchase Agreement • September 19th, 2003 • Incara Inc • New York
THIS DEBENTURE AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is made as of September 16, 2003, by and among Incara Pharmaceuticals Corporation, a Delaware corporation (the “Parent”), Incara, Inc. (f/k/a Incara Cell Technologies, Inc.), a Delaware corporation and wholly-owned subsidiary of the Parent (the “Company”), and Goodnow Capital, L.L.C., a Delaware limited liability company (the “Investor”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 14th, 2006 • Aeolus Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This EMPLOYMENT AGREEMENT is entered into by and between Aeolus Pharmaceuticals, Inc., a Delaware corporation, having a place of business at 23811 Inverness Place Laguna Niguel, California 92677 (“Aeolus”), and John L. McManus, having a place of business at 23811 Inverness Place, Laguna Niguel, CA 92677 (“Employee”).
June 5, 2006Observation Rights Agreement • June 6th, 2006 • Aeolus Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This letter agreement will confirm our agreement that pursuant to the purchase of shares of common stock of Aeolus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), by Efficacy Biotech Master Fund Ltd. (“Investor”), Investor will be entitled to the following rights:
Subaward AgreementSubaward Agreement • May 16th, 2011 • Aeolus Pharmaceuticals, Inc. • Pharmaceutical preparations
Name: Aeolus Pharmaceuticals, Inc. Name: University of Maryland, Baltimore Address: 26361 Crown Valley Parkway, Suite 150 Address: Office of Research and Development Mission Viejo, CA 92691 620 W. Lexington Street, 4th Floor Baltimore, Maryland 21201
McManus & Company, Inc. 23811 Inverness Place Laguna Niguel, California 92677Consulting Agreement • July 14th, 2006 • Aeolus Pharmaceuticals, Inc. • Pharmaceutical preparations • California
This will confirm the terms of our mutual understanding and agreement ("Agreement") in connection with the efforts of McManus & Company, Inc. ("M&C") to provide consulting services to Aeolus Pharmaceuticals, Inc. or its affiliates, sister companies or principals (collectively the "Company" or “Aeolus”) as follows:
