UNDERWRITING AGREEMENT between ALDEYRA THERAPEUTICS, INC. and AEGIS CAPITAL CORP., as Representative of the Several UnderwritersUnderwriting Agreement • April 7th, 2014 • Aldeyra Therapeutics, Inc. • Pharmaceutical preparations • New York
The undersigned, Aldeyra Therapeutics, Inc. a corporation formed under the laws of the State of Delaware (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:
ALDEYRA THERAPEUTICS, INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementAldeyra Therapeutics, Inc. • June 2nd, 2017 • Pharmaceutical preparations • New York
Aldeyra Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
5,250,000 Shares ALDEYRA THERAPEUTICS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 28th, 2018 • Aldeyra Therapeutics, Inc. • Pharmaceutical preparations • New York
OPEN MARKET SALE AGREEMENTSMAldeyra Therapeutics, Inc. • March 11th, 2021 • Pharmaceutical preparations • New York
Aldeyra Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.001 per share (the “Common Shares”), having an aggregate offering price of up to $100,000,000 on the terms set forth in this agreement (this “Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 22nd, 2015 • Aldeyra Therapeutics, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 21st day of January, 2015 by and among Aldeyra Therapeutics, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
INDEMNITY AGREEMENTIndemnity Agreement • March 17th, 2014 • Aldeyra Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnity Agreement, dated as of , is made by and between Aldeyra Therapeutics Inc., a Delaware corporation (the “Company”), and , a director, officer or key employee of the Company or one of the Company’s Subsidiaries, Affiliates or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale • December 28th, 2018 • Aldeyra Therapeutics, Inc. • Pharmaceutical preparations • New York
PURCHASE AGREEMENTPurchase Agreement • January 20th, 2015 • Aldeyra Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 20th day of January, 2015 by and among Aldeyra Therapeutics, Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
NEURON SYSTEMS, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 6th, 2014 • Aldexa Therapeutics, Inc. • Pharmaceutical preparations • California
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of April 12, 2012 by and between Square 1 Bank (“Bank”) and Neuron Systems, Inc. (“Borrower”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 26th, 2019 • Aldeyra Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS LOAN AND SECURITY AGREEMENT is made and dated as of March 25, 2019 and is entered into by and between Aldeyra Therapeutics, Inc., a Delaware corporation (“Aldeyra”), Helio Vision, LLC, a Delaware limited liability company, and each of Aldeyra’s Qualified Subsidiaries (hereinafter collectively referred to as the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and Lender (in such capacity, the “Agent”).
10,000,000 Shares ALDEYRA THERAPEUTICS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 29th, 2021 • Aldeyra Therapeutics, Inc. • Pharmaceutical preparations • New York
Number of Shares] ALDEYRA THERAPEUTICS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 5th, 2015 • Aldeyra Therapeutics, Inc. • Pharmaceutical preparations • New York
Form of Representative’s Warrant AgreementAldeyra Therapeutics, Inc. • March 17th, 2014 • Pharmaceutical preparations • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
CONFIDENTIAL TREATMENT REQUESTED LICENSE AND SUPPLY AGREEMENTLicense and Supply Agreement • January 6th, 2014 • Aldexa Therapeutics, Inc. • Pharmaceutical preparations • Delaware
WHEREAS, CyDex is engaged in the business of developing and commercializing novel drug delivery technologies designed to enhance the solubility and effectiveness of existing and development-stage drugs;
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 6th, 2014 • Aldexa Therapeutics, Inc. • Pharmaceutical preparations
This First Amendment to Loan and Security Agreement (the “Amendment”), is entered into as of November 20, 2013, by and between SQUARE 1 BANK (“Bank”) and ALDEXA THERAPEUTICS, INC. (“Borrower”).
ALDEXA THERAPEUTICS, INC. February 19, 2014Letter Agreement • March 17th, 2014 • Aldeyra Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
Pursuant to your letter agreement with Aldexa Therapeutics, Inc. (the “Company”) dated as of November 27, 2013 (the “Letter Agreement”), you are entitled to certain benefits related to your Equity (as defined therein).
AMENDED AND RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • January 6th, 2014 • Aldexa Therapeutics, Inc. • Pharmaceutical preparations
THIS AMENDED AND RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENT is entered into as of November 20, 2013 by and between SQUARE 1 BANK (“Bank”) and ALDEXA THERAPEUTICS, INC., a Delaware corporation (“Grantor”), and amends and restates in its entirety that certain Intellectual Property Security Agreement dated April 12, 2012 by and between Bank and Grantor.
ALDEXA THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT December 20, 2012Investors’ Rights Agreement • March 17th, 2014 • Aldeyra Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is entered into as of December 20, 2012, by Aldexa Therapeutics, Inc., a Delaware corporation formerly known as Neuron Systems, Inc. (the “Company”), and the investors listed on the Schedule of Investors attached as Exhibit A hereto (each individually, an “Investor” and collectively, the “Investors”).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 14th, 2015 • Aldeyra Therapeutics, Inc. • Pharmaceutical preparations
This Third Amendment to Loan and Security Agreement (the “Amendment”), is entered into as of March 18, 2015, by and between SQUARE 1 BANK (“Bank”) and ALDEYRA THERAPEUTICS, INC. (“Borrower”).
FOURTH AMENDMENT TO LEASELease • March 7th, 2024 • Aldeyra Therapeutics, Inc. • Pharmaceutical preparations
This Fourth Amendment to Lease ("Fourth Amendment") is dated as of November 22, 2023 by and between 131 Hartwell LLC, a Massachusetts limited liability company
July 27, 2018Consulting Agreement • November 14th, 2018 • Aldeyra Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This letter (the “Agreement”) confirms the agreement between you and Aldeyra Therapeutics, Inc. (the “Company”) regarding the termination of your employment with the Company.
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 27th, 2022 • Aldeyra Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December 22, 2022, and effective as of December 31, 2022 (the “Second Amendment Effective Date”), is entered into by and among ALDEYRA THERAPEUTICS INC., a Delaware corporation (“Aldeyra”), Helio Vision, LLC, a Delaware limited liability company, and each of Aldeyra’s Qualified Subsidiaries (hereinafter collectively referred to as the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (as defined below) (collectively, referred to as “Lender”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and Lender (in such capacity, “Agent”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 12th, 2020 • Aldeyra Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Exclusive License Agreement, effective as of July 7, 2016 (“Effective Date”), is between the Massachusetts Eye and Ear Infirmary, a Massachusetts non-profit organization having a principal place of business at 243 Charles Street, Boston, Massachusetts 02114 (“MEEI”) and Helio Vision, Inc., a Delaware corporation having a principal place of business at 28 Brent Road, Lexington, MA 02420 (“Licensee”).
AGREEMENT AND PLAN OF MERGER by and among ALDEYRA THERAPEUTICS, INC., HALO MERGER SUB, INC., HALO MERGER SUB, LLC, HELIO VISION, INC., and JOSEF VON RICKENBACH, as Securityholder Representative Dated as of January 24, 2019Agreement and Plan of Merger • January 29th, 2019 • Aldeyra Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of January 24, 2019 (this “Agreement”), is by and among Aldeyra Therapeutics, Inc., a Delaware corporation (“Buyer”), Halo Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Buyer (“Merger Sub”), Halo Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Buyer (“Merger LLC”), Helio Vision, Inc., a Delaware corporation (the “Company”), and Josef von Rickenbach, solely in his capacity as the Securityholder Representative (“Securityholder Representative”).
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 30th, 2017 • Aldeyra Therapeutics, Inc. • Pharmaceutical preparations
This Fifth Amendment to Loan and Security Agreement (the “Amendment”) is made and entered into as of December 1, 2016 by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and ALDEYRA THERAPEUTICS, INC. (“Borrower”).
AMENDMENT NO. 1 TO THE OFFER LETTERAldeyra Therapeutics, Inc. • March 17th, 2022 • Pharmaceutical preparations
This Amendment No. 1 to the Offer Letter (the “Offer Letter”) is entered into by and between Aldeyra Therapeutics, Inc. (the “Company”) and Stephen G. Machatha, Ph.D. effective as of January 1, 2018.
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 2nd, 2024 • Aldeyra Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of September 30, 2024 (the “Fourth Amendment Effective Date”), is entered into by and among ALDEYRA THERAPEUTICS INC., a Delaware corporation (“Aldeyra”), Helio Vision, LLC, a Delaware limited liability company, and each of Aldeyra’s Qualified Subsidiaries (hereinafter collectively referred to as the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (as defined below) (collectively, referred to as “Lender”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and Lender (in such capacity, “Agent”).
LICENSE AGREEMENT BETWEEN ALDEYRA THERAPEUTICS, INC. AND MADRIGAL PHARMACEUTICALS, INC.License Agreement • September 25th, 2018 • Aldeyra Therapeutics, Inc. • Pharmaceutical preparations • Pennsylvania
This LICENSE AGREEMENT (this “Agreement”) is entered into as of December 26, 2016 (the “Effective Date”) by and between Aldeyra Therapeutics, Inc., a Delaware corporation (“Aldeyra”), and Madrigal Pharmaceuticals, Inc., a Delaware corporation (“Madrigal”). Aldeyra and Madrigal each may be referred to herein individually as a “Party” or collectively as the “Parties.”
AMENDMENT NUMBER 1 AND WAIVER AGREEMENT TO EXCLUSIVE LICENSE AGREEMENTAnd Waiver Agreement • March 12th, 2020 • Aldeyra Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS AMENDMENT NUMBER 1 AND WAIVER AGREEMENT (this “Amendment”), dated as of December 20, 2018, is entered into by and between Helio Vision, Inc., a Delaware corporation (“Licensee”), and Massachusetts Eye and Ear Infirmary, a Massachusetts non-profit organization (“MEEI”). Licensee and MEEI are the sole parties to that certain Exclusive License Agreement, dated as of July 7, 2017, (the “Agreement”). Capitalized terms used herein and not defined herein have the meanings ascribed to them in the Agreement.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 21st, 2021 • Aldeyra Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of April 20, 2021, is entered into by and among ALDEYRA THERAPEUTICS INC., a Delaware corporation (“Aldeyra”), Helio Vision, LLC, a Delaware limited liability company, and each of Aldeyra’s Qualified Subsidiaries (hereinafter collectively referred to as the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Loan Agreement (as defined below) (collectively, referred to as “Lender”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and Lender (in such capacity, “Agent”).
LEASE AGREEMENT by and between WLC THREE VI, L.L.C., a Delaware limited liability company as Landlord and ALDEYRA THERAPEUTICS, INC., a Delaware corporation as Tenant With respect to the property known as 131 Hartwell Avenue, Lexington, Massachusetts...Lease Agreement • November 9th, 2017 • Aldeyra Therapeutics, Inc. • Pharmaceutical preparations
This Lease Agreement (this “Lease”) is made and entered into as of this day of September, 2017 (the “Execution Date”), by and between WLC THREE VI, L.L.C., a Delaware limited liability company (“Landlord”) and ALDEYRA THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
FIRST AMENDMENT TO LEASELease • March 29th, 2018 • Aldeyra Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This FIRST AMENDMENT TO LEASE (this “Amendment”), dated as of November 27, 2017 (the “Execution Date”), is entered into by and between WLC THREE VI, L.L.C., a Delaware limited liability company (“Landlord”), and ALDEYRA THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
CONSENT TO SUBLEASEAldeyra Therapeutics, Inc. • November 12th, 2014 • Pharmaceutical preparations • Massachusetts
THIS CONSENT TO SUBLEASE (this “Consent”), dated as of September 12, 2014, is entered into by and among WLC Three VI, L.L.C., a Delaware limited liability company (“Landlord”), MacLean Power, L.L.C., a Delaware limited liability company (“Sublandlord”), and Aldeyra Therapeutics, Inc., a Delaware corporation (“Subtenant”).
FIFTH AMENDMENT TO LEASE AGREEMENTLease Agreement • August 1st, 2024 • Aldeyra Therapeutics, Inc. • Pharmaceutical preparations
THIS FIFTH AMENDMENT TO LEASE AGREEMENT is made and entered into on April 29, 2024, by and between 131 Hartwell LLC, a Massachusetts limited
MASTER SERVICES AGREEMENTMaster Services Agreement • November 7th, 2024 • Aldeyra Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Master Services Agreement (the “Agreement”) is made effective as of August 15, 2024 (the “Effective Date”), by and between Aldeyra Therapeutics, Inc., a Delaware corporation, with its principal place of business being 131 Hartwell Avenue, Suite 320, Lexington, MA 02421 (the “Company”) and Danforth Global, Inc., a Delaware corporation, with its principal place of business being 300 5th Avenue, Waltham, MA 02451 (“Danforth Global”), on behalf of itself and Danforth Subsidiaries (as defined herein). The Company and Danforth (as defined herein) are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”
