Lipella Pharmaceuticals Inc. Sample Contracts

COMMON STOCK PURCHASE WARRANT Lipella Pharmaceuticals Inc.
Lipella Pharmaceuticals Inc. • October 26th, 2023 • 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 the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October 26, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Lipella Pharmaceuticals Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 26th, 2023 • Lipella Pharmaceuticals Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 23, 2023, between Lipella 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 • October 26th, 2023 • Lipella Pharmaceuticals Inc. • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 23, 2023, by and between Lipella Pharmaceuticals Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

LIPELLA PHARMACEUTICALS INC. UNDERWRITING AGREEMENT
Underwriting Agreement • December 13th, 2022 • Lipella Pharmaceuticals Inc • Pharmaceutical preparations • New York
LIPELLA PHARMACEUTICALS INC. FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • November 28th, 2022 • Lipella Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●] (the “Effective Date”), by and between Lipella Pharmaceuticals Inc., a Delaware corporation (the “Company”), and [●] (the “Indemnitee”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 28th, 2022 • Lipella Pharmaceuticals Inc • Pharmaceutical preparations • Pennsylvania

This Employment Agreement (the “Agreement”) is made and entered into on November 9, 2022, but effective as of November 1, 2022 (such effective date, the “Effective Date”), by and between Doug Johnston (the “Executive”) and LIPELLA PHARMACEUTICALS INC., a Delaware corporation (the “Company”).

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT lipella pharmaceuticals inc.
Lipella Pharmaceuticals Inc. • August 1st, 2024 • Pharmaceutical preparations

THIS PLACEMENT AGENT 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 31, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Lipella 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 pursuant to that certain engagement letter, dated as of July 31, 2024, as amended, by and between the Company and H.C. Wainwright & Co., LLC.

AFFILIATE STOCK PURCHASE AGREEMENT
Affiliate Stock Purchase Agreement • March 15th, 2024 • Lipella Pharmaceuticals Inc. • Pharmaceutical preparations

This Affiliate Stock Purchase Agreement (this “Agreement”), is made as of March 13, 2024, by and between Lipella Pharmaceuticals Inc., a Delaware corporation (the “Company”), and Michael Chancellor (the “Purchaser”).

LIPELLA PHARMACEUTICALS INC. Amended and Restated 2020 Stock Incentive Plan Restricted Stock Unit Agreement
Restricted Stock Unit Agreement • November 28th, 2022 • Lipella Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This Restricted Stock Unit Agreement and the associated grant award information (the “Customizing Information”), which Customizing Information is provided in written form as the Restricted Stock Unit Schedule or is available in electronic form from the recordkeeper for the Lipella Pharmaceuticals Inc. Amended and Restated 2020 Stock Incentive Plan, as amended and in effect from time to time (the “Plan”), is made as of the date shown as the “Grant Date” in the Customizing Information (the “Grant Date”) by and between Lipella Pharmaceuticals Inc., a Delaware corporation (the “Company”), and the individual identified in the Customizing Information (the “Recipient”). This instrument and the Customizing Information are collectively referred to as the “Restricted Stock Unit Agreement.”

LIPELLA PHARMACEUTICALS INC. Amended and Restated 2020 Stock Incentive Plan Stock Option Agreement
Stock Option Agreement • November 28th, 2022 • Lipella Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This Stock Option Agreement and the associated grant award information (the “Customizing Information”), which Customizing Information is provided in written form as the Stock Option Schedule or is available in electronic form from the recordkeeper for the Lipella Pharmaceuticals Inc. Amended and Restated 2020 Stock Incentive Plan, as amended and in effect from time to time (the “Plan”), made as of the date shown as the “Grant Date” in the Customizing Information (the “Grant Date”) by and between Lipella Pharmaceuticals Inc., a Delaware corporation (the “Company”), and the individual identified in the Customizing Information (the “Optionee”). This instrument and the Customizing Information are collectively referred to as the “Option Agreement.”

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 1st, 2024 • Lipella Pharmaceuticals Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July 31, 2024, between Lipella 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”).

February 9, 2022 Jonathan Kaufman PhD CEO Lipella Pharmaceuticals Inc. Pittsburgh, PA 15208 Dear Jonathan,
Letter Agreement • November 28th, 2022 • Lipella Pharmaceuticals Inc • Pharmaceutical preparations

This letter agreement (this “Agreement”) will confirm the understanding and agreement between Young & Partners LLC (“Young & Partners”) and Lipella Pharmaceuticals Inc. (the “Company”) as follows:

SECOND AMENDMENT TO LEASE AGREEMENT
Lease Agreement • November 28th, 2022 • Lipella Pharmaceuticals Inc • Pharmaceutical preparations

This Lease Agreement (“Lease”) is made and executed this 7th day of July, 2020, by and between Bridgeway Development Corporation (“Landlord”) and Lipella Pharmaceuticals Inc. (“Tenant”).

LIPELLA PHARMACEUTICALS INC. NOTE CANCELLATION AND STOCK PURCHASE AGREEMENT
And Stock Purchase Agreement • November 28th, 2022 • Lipella Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

THIS NOTE CANCELLATION AND STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of the Effective Time (as defined herein) by and between Dr. Michael Chancellor (the “Investor”) and Lipella Pharmaceuticals Inc., a Delaware corporation (the “Company” and together with the Investor, the “Parties” or each, a “Party”). For the purposes of this Agreement, the “Effective Time” shall mean immediately prior to the consummation of the Company’s intended initial public underwritten offering.

AMMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • August 8th, 2023 • Lipella Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This Amendment No. 1, dated August 4, 2023 (the “Amendment”), to the Employment Agreement entered into as of July 17, 2020 by and between Michael Chancellor and Lipella Pharmaceuticals Inc., a Delaware corporation (the “Employment Agreement”).

LEASE AGREEMENT
Lease Agreement • November 28th, 2022 • Lipella Pharmaceuticals Inc • Pharmaceutical preparations • Pennsylvania

This Lease Agreement (“Lease”) is made and executed this 1st day of June, 2019, by and between Bridgeway Development Corporation (“Landlord”) and Lipella Pharmaceuticals Inc. (“Tenant”).

LEASE AGREEMENT
Lease Agreement • May 9th, 2024 • Lipella Pharmaceuticals Inc. • Pharmaceutical preparations • Pennsylvania

This Lease Agreement (“Lease”) is made and executed this 28th day of December 2023, by and between Bridgeway Development Corporation (“Landlord”) and Lipella Pharmaceuticals Inc. (“Tenant”).

LEASE AGREEMENT
Lease Agreement • August 2nd, 2023 • Lipella Pharmaceuticals Inc • Pharmaceutical preparations • Pennsylvania

This Lease Agreement (“Lease”) is made and executed this 26th day of July, 2023, by and between Bridgeway Development Corporation (“Landlord”) and Lipella Pharmaceuticals Inc. (“Tenant”).

SHAREHOLDERS AGREEMENT
Shareholders Agreement • November 28th, 2022 • Lipella Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This Shareholders Agreement (this “Agreement”) is made as of May 26, 2005 (the “Effective Date”), by and among Lipella Pharmaceuticals Inc., a Delaware corporation (“Company”), [***], an individual resident of [***] (“[***]”), [***], and individual resident of [***] (“[***]”), [***], an individual resident of [***] (“[***]”), and [***], an individual resident of [***] ([***], [***], [***], and [***], together with any other person or entity which becomes a shareholder of the Company and a party hereto are, for so long as they are shareholders of Company, collectively referred to herein as the “Shareholders” or individually a “Shareholder.”)

PREFUNDED COMMON STOCK PURCHASE WARRANT lipella pharmaceuticals inc.
Common Stock Purchase Warrant • August 1st, 2024 • Lipella Pharmaceuticals Inc. • Pharmaceutical preparations

THIS PREFUNDED 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 set forth above (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Lipella 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).

AMMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • August 8th, 2023 • Lipella Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This Amendment No. 1, dated August 4, 2023 (the “Amendment”), to the Employment Agreement entered into as of July 17, 2020 by and between Jonathan Kaufman and Lipella Pharmaceuticals Inc., a Delaware corporation (the “Employment Agreement”).

STRICTLY CONFIDENTIAL Lipella Pharmaceuticals Inc.
Letter Agreement • August 1st, 2024 • Lipella Pharmaceuticals Inc. • Pharmaceutical preparations • New York
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