PRE-FUNDED COMMON STOCK PURCHASE WARRANT AQUESTIVE THERAPEUTICS, INC.Aquestive Therapeutics, Inc. • June 8th, 2022 • Pharmaceutical preparations
THIS PRE-FUNDED 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”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aquestive Therapeutics, Inc., a corporation incorporated under the laws of the state of Delaware (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).
UNDERWRITING AGREEMENTUnderwriting Agreement • March 21st, 2024 • Aquestive Therapeutics, Inc. • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 27th, 2018 • Aquestive Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (the “Agreement”) is made and entered into this ___ day of _______, 2018, by and between Aquestive Therapeutics, Inc., a Delaware corporation (the “Company,” which term shall include, where appropriate, any Enterprise (as hereinafter defined) controlled directly or indirectly by the Company), and __________ (the “Indemnitee”).
COMMON STOCK PURCHASE WARRANT AQUESTIVE THERAPEUTICS, INC.Common Stock Purchase Warrant • June 8th, 2022 • Aquestive Therapeutics, Inc. • 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 8, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 8, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aquestive Therapeutics, Inc., a corporation incorporated under the laws of the state of Delaware (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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 8th, 2022 • Aquestive Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 6, 2022, between Aquestive Therapeutics, Inc., a corporation incorporated under the laws of the state of Delaware (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ContractAquestive Therapeutics, Inc. • August 2nd, 2023 • Pharmaceutical preparations • New York
Aquestive Therapeutics, Inc. 30 Technology Drive Warren, New Jersey 07059 Attention: Daniel BarberAquestive Therapeutics, Inc. • June 8th, 2022 • Pharmaceutical preparations • New York
This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners, as the sole placement agent (“Placement Agent”), and Aquestive Therapeutics, Inc., a company organized under the laws of the state of Delaware (the “Company”), that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of shares (the “Shares”) of common stock, par value, $0.001 per share (the “Common Stock”), pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”) and warrants to purchase shares of Common Stock (collectively with the Shares and Pre-Funded Warrants, the “Securities”). The Securities actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The Placement Agent Securities shall be offered and sold under the Company’s registration statement on Form S-3 (File No. 333-254775) with respect to the Pla
EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • September 11th, 2019 • Aquestive Therapeutics, Inc. • Pharmaceutical preparations • New York
As further set forth in this agreement (this “Agreement”), Aquestive Therapeutics, Inc., a company organized under the laws of Delaware (the “Company”), proposes to issue and sell from time to time through Piper Jaffray & Co. (the “Agent”), as sales agent, the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate gross offering price of up to $25,000,000 (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.
AQUESTIVE THERAPEUTICS, INC., AS ISSUER, AND [TRUSTEE], AS TRUSTEE, INDENTURE DATED AS OF , 20 DEBT SECURITIESIndenture • April 3rd, 2024 • Aquestive Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [ ], 20[ ], among AQUESTIVE THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
AQUESTIVE THERAPEUTICS, INC., as Issuer, and any Guarantor that becomes party hereto pursuant to Section 4.10 hereof 13.5% Senior Secured Notes due 2028Indenture • November 2nd, 2023 • Aquestive Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE dated as of November 1, 2023 among Aquestive Therapeutics, Inc., a Delaware corporation with an address at 30 Technology Drive, Warren, New Jersey 07059 (the “Issuer”), any Guarantor that becomes party hereto pursuant to Section 4.10, and U.S. Bank Trust Company, National Association, as trustee (as more fully defined in Section 1.01, the “Trustee”) and as collateral agent (as more fully defined in Section 1.01, the “Collateral Agent”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 16th, 2018 • Aquestive Therapeutics, Inc. • Pharmaceutical preparations • New Jersey
This Executive Employment Agreement (the “Agreement”) is made and entered into as of June 30, 2018 by and between Aquestive Therapeutics, Inc. (the “Company”) and Keith J. Kendall (the “Executive”).
COLLATERAL AGREEMENT DATED AS OF NOVEMBER 1, 2023 AMONG AQUESTIVE THERAPEUTICS, INC., as Issuer, THE OTHER GRANTORS FROM TIME TO TIME PARTY HERETO, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, and U.S. BANK TRUST COMPANY, NATIONAL...Collateral Agreement • November 2nd, 2023 • Aquestive Therapeutics, Inc. • Pharmaceutical preparations • New York
This COLLATERAL AGREEMENT is entered into as of November 1, 2023 (as amended, extended, renewed, restated, supplemented, waived or otherwise modified from time to time, this “Agreement”) by and among AQUESTIVE THERAPEUTICS, INC., a Delaware corporation (the “Issuer” and a Grantor as defined below), any other GRANTOR from time to time party hereto, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, in its capacity as trustee (and its successors under the Indenture (as defined below), in such capacity, the “Trustee”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, in its capacity as collateral agent for the Secured Parties (as defined below) (and its successors under the Indenture, in such capacity, the “Collateral Agent”).
DATED AUGUST 15, 2008Commercial Exploitation Agreement • July 16th, 2018 • Aquestive Therapeutics, Inc. • Pharmaceutical preparations • Delaware
WHEREAS, RB wishes to engage MSX to manufacture and supply the Products (as defined below) on the terms of this Agreement and MSX wishes to manufacture and supply the Products to RB on the terms of this Agreement.
ContractAquestive Therapeutics, Inc. • January 8th, 2021 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES THAT MAY BE PURCHASED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES THAT MAY BE PURCHASED HEREUNDER MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND REGISTRATION OR QUALIFICATION UNDER ANY OTHER SECURITIES LAWS OF ANY APPLICABLE STATE OR OTHER JURISDICTION OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.
ContractExecutive Employment Agreement • August 2nd, 2022 • Aquestive Therapeutics, Inc. • Pharmaceutical preparations • New Jersey
THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.Agreement • July 16th, 2018 • Aquestive Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Agreement (this “Agreement”), dated as of September 24, 2017, is by and between MonoSol Rx, LLC, a Delaware limited liability company (“MonoSol”); and Indivior Inc., a Delaware corporation, and Indivior UK Limited, a corporation organized under the laws of England and Wales, as successors in interest to Reckitt Benckiser Pharmaceuticals Inc. and RB Pharmaceuticals Limited, respectively (collectively, “Indivior”).
Common Stock, $0.001 par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • December 16th, 2019 • Aquestive Therapeutics, Inc. • Pharmaceutical preparations • New York
PURCHASE AGREEMENT dated November 1, 2023 between AQUESTIVE THERAPEUTICS, INC. and THE PURCHASER NAMED HEREIN $45,000,000 13.5% SENIOR SECURED NOTES DUE 2028Purchase Agreement • November 2nd, 2023 • Aquestive Therapeutics, Inc. • Pharmaceutical preparations • New York
THE SYMBOL “[*****]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED PURCHASE AND SALE...Purchase and Sale Agreement • March 9th, 2021 • Aquestive Therapeutics, Inc. • Pharmaceutical preparations • New York
This PURCHASE AND SALE AGREEMENT (this “Purchase and Sale Agreement”) dated as of November 3, 2020 is between AQUESTIVE THERAPEUTICS, INC., a Delaware corporation (the “Seller”), and MAM PANGOLIN ROYALTY, LLC, a Delaware limited liability company (the “Purchaser”).
EXECUTIVE EMPLOYMENT AGREEMENTRegistration Rights Agreement • June 27th, 2018 • Aquestive Therapeutics, Inc. • Pharmaceutical preparations • New Jersey
AMENDMENT NO. 2 TO CREDIT AGREEMENT AND GUARANTY AND CONSENTCredit Agreement and Guaranty and Consent • June 27th, 2018 • Aquestive Therapeutics, Inc. • Pharmaceutical preparations • New York
This AMENDMENT NO. 2 TO CREDIT AGREEMENT AND GUARANTY AND CONSENT, dated as of May 21, 2018 (this “Amendment”), is among Aquestive Therapeutics, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto (the “Lenders”) and Perceptive Credit Holdings, LP, a Delaware limited partnership, as administrative agent and collateral agent for the Lenders (in such capacity, together with its successors and assigns, “Administrative Agent”). Reference is made to the Credit Agreement and Guaranty, dated as of August 16, 2016 (as amended, modified, restated and supplemented, the “Credit Agreement”), among the Borrower, the Subsidiary Guarantors party thereto, the Lenders parties thereto and the Administrative Agent. Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement, as amended hereby.
DATED AUGUST 15, 2008Commercial Exploitation Agreement • June 27th, 2018 • Aquestive Therapeutics, Inc. • Pharmaceutical preparations • Delaware
WHEREAS, RB wishes to engage MSX to manufacture and supply the Products (as defined below) on the terms of this Agreement and MSX wishes to manufacture and supply the Products to RB on the terms of this Agreement.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 14th, 2007 • MonoSol Rx, Inc. • Delaware
MONOSOL RX, LLC, a Delaware limited liability company (the “Company”), does hereby amend and restate the Performance Units Plan (hereinafter referred to as the “Plan”). The Plan was established by the Company, effective as of January 22, 2004, for the purpose of enhancing the long-term growth in earnings of the Company by providing incentives to key employees and/or other service providers of the Company. The Plan helps the Company attract and retain employees and other service providers of exceptional ability.
AGREEMENTAgreement • June 27th, 2018 • Aquestive Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Agreement (this “Agreement”), dated as of September 24, 2017, is by and between MonoSol Rx, LLC, a Delaware limited liability company (“MonoSol”); and Indivior Inc., a Delaware corporation, and Indivior UK Limited, a corporation organized under the laws of England and Wales, as successors in interest to Reckitt Benckiser Pharmaceuticals Inc. and RB Pharmaceuticals Limited, respectively (collectively, “Indivior”).
THE SYMBOL “[****]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. AMENDMENT NO. 11 TO...Commercial Exploitation Agreement • March 31st, 2023 • Aquestive Therapeutics, Inc. • Pharmaceutical preparations
STOCK OPTION AGREEMENT UNDER THE AQUESTIVE THERAPEUTICS, INC.Stock Option Agreement • July 16th, 2018 • Aquestive Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”) between Aquestive Therapeutics, Inc. (the “Corporation” or the “Company”) and the individual specified on the Notice of Grant (the “Optionee”) is made as of the date of grant specified on the Notice of Grant to which this Agreement is attached (the “Grant Notice”). The date of grant specified on the Grant Notice is referred to herein as the “Grant Date.”
BUSINESS.28939730.5 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 12, 2022, is entered into by and between AQUESTIVE THERAPEUTICS, INC., a Delaware corporation (the “Company”),...Copy Registration Rights Agreement • April 13th, 2022 • Aquestive Therapeutics, Inc. • Pharmaceutical preparations • Delaware
AQUESTIVE THERAPEUTICS, INC., AS ISSUER, AND [TRUSTEE], AS TRUSTEE, INDENTURE DATED AS OF , 20 DEBT SECURITIESAquestive Therapeutics, Inc. • September 11th, 2019 • Pharmaceutical preparations • New York
INDENTURE, dated as of [ ], 20[ ], among AQUESTIVE THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
28249475.10.BUSINESS (b) Waiver Period. As used in this Agreement, the term “Waiver Period” means the period beginning on the date hereof (the “Effective Date”) and ending upon the occurrence of the earliest to occur of (such earliest event, the...Business Waiver Agreement • October 6th, 2021 • Aquestive Therapeutics, Inc. • Pharmaceutical preparations
WARRANT CERTIFICATE AND AGREEMENTWarrant Agreement • June 27th, 2018 • Aquestive Therapeutics, Inc. • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 25th, 2007 • MonoSol Rx, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT is made on , 2007, by and between MonoSol Rx, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”), an officer, director or consultant of the Company.
ContractConsent Fee • October 8th, 2021 • Aquestive Therapeutics, Inc. • Pharmaceutical preparations
SECOND AMENDMENT TO LICENSE AGREEMENTLicense Agreement • March 9th, 2021 • Aquestive Therapeutics, Inc. • Pharmaceutical preparations
This amendment (“Second Amendment”) to Agreement (defined below) is entered into by and between Sunovion Pharmaceuticals Inc. (formerly Cynapsus Therapeutics, Inc.) (“Sunovion”) and Aquestive Therapeutics, Inc. (formerly MonoSol Rx, LLC) (“Aquestive”) and is effective as of October 23, 2020 (the “Second Amendment Effective Date”). Capitalized terms not defined herein shall have the meaning set forth in the Agreement. Except as set forth in this Second Amendment, all other terms and conditions of the Agreement shall remain in full force and effect.
SUPPLY AGREEMENTSupply Agreement • May 14th, 2007 • MonoSol Rx, Inc. • New York
This SUPPLY AGREEMENT (together with the Exhibits and Schedules hereto, this “Agreement”) is entered into as of March 15, 2007 by and between MonoSol Rx, LLC., a Delaware limited liability company (“MonoSol”) and Adams Respiratory Operations, Inc., a Delaware corporation (“Buyer”). MonoSol and Buyer are referred to hereinafter individually as a “Party” and collectively as the “Parties.”
ContractPurchase Agreement • March 31st, 2023 • Aquestive Therapeutics, Inc. • Pharmaceutical preparations
