Altimmune, Inc. Sample Contracts

FORM OF SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 25th, 2018 • Altimmune, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 24, 2018, between Altimmune, 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”).

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Exhibit 1.1 HEALTHCARE ACQUISITION CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • July 12th, 2005 • Healthcare Acquisition Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 6th, 2005 • Healthcare Acquisition Corp • New York

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the ___ day of _________, 2005, by and among: HEALTHCARE ACQUISITION CORP., a Delaware corporation (the "Company"); and the undersigned parties listed under Investors on the signature page hereto (each, an "Investor" and collectively, the "Investors").

3,369,564 Shares of Common Stock and Pre-Funded Warrants to Purchase 1,630,436 shares of Common Stock ALTIMMUNE, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • July 16th, 2020 • Altimmune, Inc. • Pharmaceutical preparations • New York
FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 14th, 2017 • Altimmune, Inc. • Pharmaceutical preparations • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 20 between Altimmune Inc. a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).

PHARMATHENE, INC. Up to $15,000,000 of Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales Agreement
Sales Agreement • March 25th, 2013 • Pharmathene, Inc • Pharmaceutical preparations • New York

PharmAthene, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 20th, 2010 • Pharmathene, Inc • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July 20, 2010, between PharmAthene, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).

HEALTHCARE ACQUISITION CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • June 10th, 2005 • Healthcare Acquisition Corp • Blank checks • New York

The undersigned, Healthcare Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you,” “Maxim” or the “Representative”) and with the other underwriters named on Schedule A hereto for which Maxim is acting as Representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:

WARRANT AGREEMENT
Warrant Agreement • June 10th, 2005 • Healthcare Acquisition Corp • Blank checks • New York

Agreement made as of ___________, 2005 between HEALTHCARE ACQUISITION CORP., a Delaware corporation, with offices at 2116 Financial Center, 666 Walnut Street, Des Moines, Iowa 50309 (the "Company"), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the "Warrant Agent").

CONFIDENTIAL David P. Wright President and Chief Executive Officer PharmAthene, Inc. One Park Place Suite 450 Annapolis, MD 21401 Dear Mr. Wright:
Placement Agent Agreement • March 27th, 2009 • Pharmathene, Inc • Pharmaceutical preparations • New York

This letter (the “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) and PharmAthene, Inc. (the “Company”) that Rodman shall serve, on a “best efforts” basis, as the non-exclusive placement agent (to serve as lead co-manager with Caris & Co. (“Caris”)) for the Company in connection with the proposed public offering placement (the “Placement”) of registered securities (the “Securities”) of the Company, consisting of shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and warrants (the “Warrants”) to purchase shares of the Company’s Common Stock. The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each a “Purchaser” and, collectively, the “Purchasers”), and nothing herein constitutes an agreement of the parties that Rodman would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to

COMMON STOCK PURCHASE WARRANT PHARMATHENE, INC.
Common Stock Purchase Warrant • July 20th, 2010 • Pharmathene, 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 six-month anniversary of the Issue Date (the “Initial Exercise Date”) and on or prior to the close of business on the six-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from PharmAthene, 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).

LEASE AGREEMENT
Lease Agreement • October 25th, 2013 • Pharmathene, Inc • Pharmaceutical preparations

THIS LEASE AGREEMENT (this “Lease”) is made this 24th day of May, 2007, between ALEXANDRIA REAL ESTATE EQUITIES, INC., a Maryland corporation (“Landlord”), and SPALTUDAQ CORP., a Delaware corporation (“Tenant”).

400,000 UNITS OF
Purchase Option Agreement • July 12th, 2005 • Healthcare Acquisition Corp • Blank checks • New York
THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...
Purchase Option Agreement • June 10th, 2005 • Healthcare Acquisition Corp • Blank checks • New York

THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) ______________, 2006 AND (II) THE CONSUMMATION BY HEALTHCARE ACQUISITION CORPORATION (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M, NEW YORK CITY TIME, ON _____________, 2010.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 27th, 2009 • Pharmathene, Inc • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 23, 2009, between Pharmathene, 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”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • June 10th, 2005 • Healthcare Acquisition Corp • Blank checks • New York

This Agreement is made as of ___________, 2005 by and between HEALTHCARE ACQUISITION CORP. (the "Company") and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (the "Trustee").

Contract
Section 382 Rights Agreement • November 25th, 2015 • Pharmathene, Inc • Pharmaceutical preparations • Delaware

This SECTION 382 RIGHTS AGREEMENT, dated as of November 25, 2015 (this “Agreement”), is made and entered into by and between PharmAthene, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”).

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Underwriting Agreement • March 31st, 2006 • Healthcare Acquisition Corp • Blank checks
BASIC TERMS
Employment Agreement • September 24th, 2007 • Healthcare Acquisition Corp • Blank checks • Maryland
PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • March 11th, 2019 • Altimmune, Inc. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 11th, 2019 • Altimmune, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 8, 2019, between Altimmune, 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 AGREEMENT
Employment Agreement • May 8th, 2013 • Pharmathene, Inc • Pharmaceutical preparations • Maryland

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this April 18, 2008 by and between Francesca Cook (the “Executive”) and PharmAthene, Inc., a Delaware corporation (the “Company”).

INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE ALTIMMUNE, INC. 2017 OMNIBUS INCENTIVE PLAN
Incentive Stock Option Agreement • November 9th, 2017 • Altimmune, Inc. • Pharmaceutical preparations • Delaware
PHARMATHENE, INC. PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • June 10th, 2011 • Pharmathene, Inc • Pharmaceutical preparations • Massachusetts
•] Common Units, Each Consisting of One Share of Common Stock and a Warrant to Purchase One Share of Common Stock [•] Pre-Funded Units, Each Consisting of a Pre-Funded Warrant to Purchase One Share of Common Stock and a Warrant to Purchase One Share...
Underwriting Agreement • September 26th, 2018 • Altimmune, Inc. • Pharmaceutical preparations • New York

Altimmune, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (the “Underwriter”), (i) an aggregate of [•] authorized but unissued shares (the “Firm Shares”) of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”), (ii) pre-funded warrants (the “Firm Pre-Funded Warrants”) to purchase up to an aggregate of [•] shares of Common Stock at an exercise price of $0.01 per share (the “Firm Pre-Funded Warrant Shares”), and (iii) warrants (the “Firm Warrants”) to purchase up to an aggregate of [•] shares of Common Stock (the “Firm Warrant Shares”). The Firm Shares, the Firm Warrants, the Firm Pre-Funded Warrants, the Firm Pre-Funded Warrant Shares and the Firm Warrant Shares are collectively referred to as the “Firm Securities.” The Company also proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriter, (i) an aggregate of [•] a

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 3rd, 2009 • Pharmathene, Inc • Pharmaceutical preparations • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of July 28, 2009 by and among PharmAthene, Inc., a Delaware corporation (the “Company”) and the “Investors” parties hereto.

ALTIMMUNE, INC. EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • February 28th, 2023 • Altimmune, Inc. • Pharmaceutical preparations • New York
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE ALTIMMUNE, INC. 2018 INDUCEMENT GRANT PLAN
Nonqualified Stock Option Agreement • December 3rd, 2018 • Altimmune, Inc. • Pharmaceutical preparations • Delaware

THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Altimmune, Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Altimmune, Inc. 2018 Inducement Grant Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

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