Eyegate Pharmaceuticals Inc Sample Contracts

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT EYEGATE PHARMACEUTICALS, INC.
Eyegate Pharmaceuticals Inc • August 10th, 2021 • 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 August 9, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from EyeGate 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). This Warrants is issued pursuant to that certain engagement letter, dated as of August 5, 2021, by and between the Company

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 10th, 2021 • Eyegate Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 9, 2021, between EyeGate 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”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 6th, 2021 • Eyegate Pharmaceuticals Inc • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 5, 2021, between EyeGate Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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UNDERWRITING AGREEMENT between EYEGATE PHARMACEUTICALS, INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters EYEGATE PHARMACEUTICALS, INC.
Underwriting Agreement • August 5th, 2015 • Eyegate Pharmaceuticals Inc • Pharmaceutical preparations • New York

The undersigned, Eyegate Pharmaceuticals, Inc., a corporation formed under the laws of the State of Delaware (the “Company,” as used herein, the term “Company Group” collectively refers to the Company with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries of 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:

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CLASS D COMMON STOCK PURCHASE WARRANT KIORA PHARMACEUTICALS, INC.
Kiora Pharmaceuticals Inc • June 1st, 2023 • Pharmaceutical preparations • New York

THIS CLASS D 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 5:00 p.m. (New York City time) on _________, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kiora 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 shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject

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Contract
Kiora Pharmaceuticals Inc • February 1st, 2024 • Pharmaceutical preparations
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CLASS C COMMON STOCK PURCHASE WARRANT KIORA PHARMACEUTICALS, INC.
Common Stock Purchase Warrant • June 1st, 2023 • Kiora Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS CLASS C 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 5:00 p.m. (New York City time) on _________, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kiora 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 shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 6th, 2021 • Eyegate Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts

This Securities Purchase Agreement (this “Agreement”) is dated as of January 5, 2021, between EyeGate 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”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 3rd, 2023 • Kiora Pharmaceuticals Inc • Pharmaceutical preparations

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 3, 2023, by and between KIORA PHARMACEUTICALS, INC., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). 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").

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 31st, 2019 • Eyegate Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 31, 2019, between EyeGate 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”).

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COMMON STOCK PURCHASE WARRANT EYEGATE PHARMACEUTICALS, INC.
Eyegate Pharmaceuticals Inc • June 27th, 2016 • 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 December 30, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from EyeGate 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).

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KIORA PHARMACEUTICALS, INC. and VSTOCK TRANSFER, LLC, as Warrant Agent Warrant Agency Agreement Dated as of _________, 2022 WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • July 13th, 2022 • Kiora Pharmaceuticals Inc • Pharmaceutical preparations • New York

WARRANT AGENCY AGREEMENT, dated as of __________, 2022 (“Agreement”), by and between Kiora Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and VStock Transfer, LLC, a New York limited liability trust company (“VStock” or the “Warrant Agent”).

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1,447,628 SHARES OF COMMON STOCK, 3,908 SHARES OF SERIES F CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO 3,552,372 SHARES OF COMMON STOCK) AND 5,000,000 CLASS C WARRANTS (EXERCISABLE FOR 5,000,000 SHARES OF COMMON STOCK) 5,000,000 CLASS D WARRANTS...
Underwriting Agreement • June 6th, 2023 • Kiora Pharmaceuticals Inc • Pharmaceutical preparations • New York
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PURCHASE AGREEMENT
Purchase Agreement • February 3rd, 2023 • Kiora Pharmaceuticals Inc • Pharmaceutical preparations • Illinois

PURCHASE AGREEMENT (the “Agreement”), dated as of February 3, 2023, by and between KIORA PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

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STRICTLY CONFIDENTIAL EyeGate Pharmaceuticals, Inc.
Letter Agreement • August 10th, 2021 • Eyegate Pharmaceuticals Inc • Pharmaceutical preparations • New York
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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 30th, 2019 • Eyegate Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts

This Securities Purchase Agreement (this “Agreement”) is dated as of September 29, 2019, between EyeGate 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”).

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Form of Underwriters’ Warrant Agreement
Eyegate Pharmaceuticals Inc • February 4th, 2015 • 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].

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19,770,172 SHARES of Common Stock, 1,280 SHARES OF SERIES E CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO 6,400,000 SHARES OF COMMON STOCK) 26,170,172 Class A Warrants (EXERCISABLE FOR 26,170,172 SHARES OF COMMON STOCK) and 26,170,172 class B Warrants...
Underwriting Agreement • July 26th, 2022 • Kiora Pharmaceuticals Inc • Pharmaceutical preparations • New York

The undersigned, Kiora 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 Kiora Pharmaceuticals, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

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SHARES OF COMMON STOCK, _____ SHARES OF SERIES F CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO _____ SHARES OF COMMON STOCK) AND __________ CLASS C WARRANTS (EXERCISABLE FOR ________ SHARES OF COMMON STOCK) __________ CLASS D WARRANTS (EXERCISABLE FOR...
Kiora Pharmaceuticals Inc • June 1st, 2023 • Pharmaceutical preparations • New York
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AT THE MARKET OFFERING AGREEMENT May 24, 2016
The Market Offering Agreement • May 25th, 2016 • Eyegate Pharmaceuticals Inc • Pharmaceutical preparations • New York

EyeGate Pharmaceuticals, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:

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STRICTLY CONFIDENTIAL
Letter Agreement • June 5th, 2017 • Eyegate Pharmaceuticals Inc • Pharmaceutical preparations • New York
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EYEGATE PHARMACEUTICALS, INC. FORM OF WARRANT AGENCY AGREEMENT
Warrant Agreement • July 30th, 2015 • Eyegate Pharmaceuticals Inc • Pharmaceutical preparations • New York

WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) made as of [●], 2015 (the “Issuance Date”), between Eyegate Pharmaceuticals, Inc., a Delaware corporation, with offices at 271 Waverley Oaks Road, Suite 108, Waltham, Massachusetts 02452 (“Company”), and VStock Transfer, LLC, with offices at 18 Lafayette Place, Woodmere, NY 11598 (“Warrant Agent”).

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KIORA PHARMACEUTICALS, INC. and VSTOCK TRANSFER, LLC, as Warrant Agent Warrant Agency Agreement Dated as of _________, 2023
Warrant Agency Agreement • June 1st, 2023 • Kiora Pharmaceuticals Inc • Pharmaceutical preparations • New York

WARRANT AGENCY AGREEMENT, dated as of __________, 2023 (“Agreement”), by and between Kiora Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and VStock Transfer, LLC, a New York limited liability trust company (“VStock” or the “Warrant Agent”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 21st, 2020 • Eyegate Pharmaceuticals Inc • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 18, 2020, between EyeGate Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the several parties signatory hereto (each such party, a “Seller” and, collectively, the “Sellers”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 30th, 2014 • Eyegate Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This Indemnification Agreement (“Agreement”) is made and entered into this ____ day of ______ 2014, by and between Eyegate Pharmaceuticals, Inc., a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company) and ____________ (“Indemnitee”):

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KIORA PHARMACEUTICALS, INC. and VSTOCK TRANSFER, LLC, as Warrant Agent Warrant Agency Agreement Dated as of June 6, 2023
Warrant Agency Agreement • June 6th, 2023 • Kiora Pharmaceuticals Inc • Pharmaceutical preparations • New York

WARRANT AGENCY AGREEMENT, dated as of June 6, 2023 (“Agreement”), by and between Kiora Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and VStock Transfer, LLC, a New York limited liability trust company (“VStock” or the “Warrant Agent”).

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EYEGATE PHARMACEUTICALS, INC. SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 30th, 2016 • Eyegate Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT, entered into as of February 25, 2016 (this “Agreement”), is made by and between EyeGate Pharmaceuticals, Inc., a Delaware corporation (the “Employer”), and Stephen From (the “Employee”).

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COMMON STOCK PURCHASE WARRANT EYEGATE PHARMACEUTICALS, INC.
Eyegate Pharmaceuticals Inc • January 6th, 2021 • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. 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 six (6) month anniversary of the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 6, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from EyeGate Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to 1,531,101 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).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 3rd, 2023 • Kiora Pharmaceuticals Inc • Pharmaceutical preparations

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of February 2, 2023, by and between KIORA PHARMACEUTICALS, INC., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”).

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EXECUTION VERSION SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of January 31, 2024, between Kiora Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the...
Execution Version Securities Purchase Agreement • February 1st, 2024 • Kiora Pharmaceuticals Inc • Pharmaceutical preparations • New York
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INTELLECTUAL PROPERTY LICENSE AGREEMENT
Intellectual Property License Agreement • October 2nd, 2018 • Eyegate Pharmaceuticals Inc • Pharmaceutical preparations • Utah

This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”) is effective as of September 26, 2018 (the “Effective Date”) by and between SentrX Animal Care, Inc., a Delaware corporation with an address at 391 Chipeta Way, Suite G, Salt Lake City, Utah 84108, Attn: Brian Segebrecht (“Licensor”), and EyeGate Pharmaceuticals, Inc., a Delaware corporation with an address at 271 Waverley Oaks Road, Suite 108, Waltham, MA 02452, Attn: Stephen From (“Licensee”). Licensee and Licensor are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”

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EYEGATE PHARMACEUTICALS, INC. Amendment to Amended and Restated Employment Agreement
Employment Agreement • May 15th, 2015 • Eyegate Pharmaceuticals Inc • Pharmaceutical preparations

This Amendment (this “Amendment”) to the Agreement (as such term is defined below) is made by and between Eyegate Pharmaceuticals, Inc., a Delaware corporation (the “Employer”), and Stephen From (the “Employee”), as of March 31, 2015. Capitalized terms used but not defined in this Amendment shall have the meanings given to such terms in the Agreement.

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SHARE PURCHASE AGREEMENT
Share Purchase Agreement • December 21st, 2020 • Eyegate Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts

This Share Purchase Agreement (this "Agreement"), dated as of December 18, 2020, is entered into among the parties listed on Exhibit A-1 hereto (each, a "Seller" and collectively, the “Sellers”) and EyeGate Pharmaceuticals, Inc., a Delaware corporation ("Buyer").

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Contract
License and Development Agreement • January 31st, 2024 • Kiora Pharmaceuticals Inc • Pharmaceutical preparations
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Amended and Restated License Agreement
License Agreement • July 30th, 2014 • Eyegate Pharmaceuticals Inc • Pharmaceutical preparations

This Amended and Restated License Agreement (this “Agreement”) is entered into and made effective the 16th day of December 2005 (the “Effective Date”) between UNIVERSITY OF MIAMI and its School of Medicine, whose principal place of business is at 1600 N.W. 10th Avenue, Miami, Florida 33 136 (hereinafter referred to as “LICENSOR”) and EYEGATE PHARMA SA, a French corporation whose principal place of business is at Tour de l’Horloge 4, place Louis Armand, 75012 PARIS, France and formerly known as Optis France SA (hereinafter referred to as “LICENSEE”).

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