COMMON STOCK PURCHASE WARRANT DARÉ BIOSCIENCE, INC.Dare Bioscience, Inc. • August 30th, 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 March 1, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 1, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Daré Bioscience, 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).
CERULEAN PHARMA INC. (a Delaware corporation) [•] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 30th, 2015 • Cerulean Pharma Inc. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 30th, 2023 • Dare Bioscience, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 29, 2023, between Daré Bioscience, 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 AGREEMENTRegistration Rights Agreement • April 23rd, 2020 • Dare Bioscience, Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 22, 2020, by and between DARÉ BIOSCIENCE, INC., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its 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").
DARÉ BIOSCIENCE, INC. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENTSales Agreement • October 13th, 2021 • Dare Bioscience, Inc. • Pharmaceutical preparations • New York
Daré Bioscience, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with SVB Leerink LLC (the “Agent”), as follows:
PURCHASE AGREEMENTPurchase Agreement • April 23rd, 2020 • Dare Bioscience, Inc. • Pharmaceutical preparations • New York
THIS PURCHASE AGREEMENT (this “Agreement”), dated as of April 22, 2020, is by and between DARÉ BIOSCIENCE, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • October 18th, 2016 • Cerulean Pharma Inc. • Pharmaceutical preparations • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of October 14, 2016 by and between CERULEAN PHARMA INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 18th, 2016 • Cerulean Pharma Inc. • Pharmaceutical preparations • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 14, 2016, by and between CERULEAN PHARMA INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock 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”).
ContractCerulean Pharma Inc. • January 30th, 2014 • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
4,575,000 SHARES OF COMMON STOCK DARÉ BIOSCIENCE, INC. UNDERWRITING AGREEMENTDare Bioscience, Inc. • April 9th, 2019 • Pharmaceutical preparations • New York
The undersigned, Daré Bioscience, 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 Daré Bioscience, 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 Roth Capital Partners, LLC 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.
5,000,000 Shares of Common Stock Warrants to Purchase 3,500,000 Shares of Common Stock (Exercisable for 3,500,000 Shares of Common Stock) DARÉ BIOSCIENCE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 13th, 2018 • Dare Bioscience, Inc. • Pharmaceutical preparations • New York
Daré Bioscience, 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 5,000,000 authorized but unissued shares (the “Firm Shares”) of Common Stock, par value $0.0001 per share of the Company (the “Common Stock”) and (ii) warrants (the “Firm Warrants”) to purchase up to an aggregate of 3,500,000 shares of Common Stock of the Company (the “Firm Warrant Shares”). The Company also proposes, subject to the terms and conditions set forth herein, to issue and sell to the Underwriter an aggregate of up to (i) 750,000 shares of Common Stock (the “Additional Shares”) and/or (ii) warrants (the “Additional Warrants”) to purchase up to 525,000 shares of Common Stock of the Company (the “Additional Warrant Shares” and, together with the Firm Warrant Shares, the “Warrant Shares”), as may be necessary to cover over-allotments made in connection with the offering
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 8th, 2015 • Cerulean Pharma Inc. • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of January 8, 2015 and is entered into by and between CERULEAN PHARMA INC., a Delaware corporation (“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 TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent for itself and the Lender (in such capacity, the “Agent”).
DARÉ BIOSCIENCE, INC. COMMON STOCK SALES AGREEMENTSales Agreement • January 4th, 2018 • Dare Bioscience, Inc. • Pharmaceutical preparations • New York
DARÉ BIOSCIENCE, INC. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENTSales Agreement • March 31st, 2023 • Dare Bioscience, Inc. • Pharmaceutical preparations • New York
Daré Bioscience, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”) and Cantor Fitzgerald & Co. (“Cantor”; each individually an “Agent” and together, the “Agents”), as follows:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2015 • Cerulean Pharma Inc. • Pharmaceutical preparations • Massachusetts
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), made this 27th day of March, 2015 (the “Effective Date”), is entered into by Cerulean Pharma Inc., a Delaware corporation with its principal place of business at 840 Memorial Drive, 5th Floor, Cambridge, MA 02139 (the “Company”), and Christopher D.T. Guiffre (the “Employee”). In connection with the Company’s appointment of the Employee as the Company’s President and Chief Executive Officer on March 20, 2015 (the “Appointment Date”), this Agreement amends and restates in its entirety the Employment Agreement between the Company and the Employee dated July 21, 2014. In consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties hereto, the parties agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • August 18th, 2017 • Dare Bioscience, Inc. • Pharmaceutical preparations • California
This Employment Agreement (“Agreement”) is made as of August 15, 2017, between Daré Bioscience (the “Company”), and Sabrina Martucci Johnson (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 10th, 2016 • Cerulean Pharma Inc. • Pharmaceutical preparations • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”), made this 23rd day of September, 2014, is entered into by Cerulean Pharma Inc., a Delaware corporation with its principal place of business at 840 Memorial Drive, 5th Floor, Cambridge, MA 02139 (the “Company”), and Alejandra V. Carvajal (the “Employee”) with the address at 12 Wyman Street, Waban, MA 02468.
PLATFORM AGREEMENTPlatform Agreement • January 30th, 2014 • Cerulean Pharma Inc. • Pharmaceutical preparations • Delaware
Confidential materials omitted and filed separately with the Securities and Exchange Commission. A total of three pages were omitted. [**]
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 10th, 2014 • Cerulean Pharma Inc. • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT NO. 2161 (this “Agreement”) is entered into as of December 6, 2011, by and between LIGHTHOUSE CAPITAL PARTNERS VI, L.P, (“Lender”) and CERULEAN PHARMA INC., a Delaware corporation (“Borrower”) and sets forth the terms and conditions upon which Lender will lend and Borrower will repay money. In consideration of the mutual covenants herein contained, the parties agree as follows:
STOCK PURCHASE AGREEMENT by and among CERULEAN PHARMA INC., DARÉ BIOSCIENCE, INC. THE STOCKHOLDERS OF DARÉ BIOSCIENCE, INC. and SOLELY IN SUCH PERSON’S CAPACITY AS STOCKHOLDER REPRESENTATIVE, SABRINA MARTUCCI JOHNSON Dated as of March 19, 2017Stock Purchase Agreement • March 20th, 2017 • Cerulean Pharma Inc. • Pharmaceutical preparations • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 19, 2017, is entered into by and among Cerulean Pharma Inc., a Delaware corporation (“Public Company”), Daré Bioscience, Inc., a Delaware corporation (“Private Company”), the equityholders of Private Company identified on the signature pages hereto (together with any subsequent equityholders who become parties hereto as “Stockholders” pursuant to Section 6.19(b) below, the “Stockholders”) and, solely for the purposes of being bound by Article I, Article VIII and Article IX hereof and solely in such person’s capacity as the Stockholder Representative, Sabrina Martucci Johnson (the “Stockholder Representative”).
CERULEAN PHARMA INC. Nonstatutory Stock Option Agreement Granted Under 2007 Stock Incentive PlanVoting Agreement • March 10th, 2014 • Cerulean Pharma Inc. • Pharmaceutical preparations
SECOND SERIES D CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT CERULEAN PHARMA INC. November 30, 2012Purchase Agreement • March 10th, 2014 • Cerulean Pharma Inc. • Pharmaceutical preparations • Delaware
This Second Series D Convertible Preferred Stock Purchase Agreement dated as of November 30, 2012 (this “Agreement”), is made by and among Cerulean Pharma Inc., a Delaware corporation (the “Company”), the persons and entities listed on Schedule 1 hereto (individually, a “Purchaser” and collectively, the “Purchasers”) and the persons and entities listed on Schedule 2 hereto (individually, a “Holder” and collectively, the “Holders”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 8th, 2015 • Cerulean Pharma Inc. • Pharmaceutical preparations • New York
This Stock Purchase Agreement (this “Agreement”) is dated as of January 8, 2015, by and between Cerulean Pharma Inc., a Delaware corporation (the “Company”), and Hercules Technology Growth Capital, Inc., a Maryland corporation (the “Purchaser”).
May 31, 2017 Lisa Walters-HoffertDare Bioscience, Inc. • November 13th, 2017 • Pharmaceutical preparations • California
Re: Retention AgreementRetention Agreement • March 20th, 2017 • Cerulean Pharma Inc. • Pharmaceutical preparations • Massachusetts
As you know, Cerulean Pharma, Inc. (the “Company”) is exploring the possibility of a number of business opportunities and transactions. We recognize and appreciate the contributions you have made to the Company during your employment and want you to remain committed to and focused on the tasks that you are assigned during this time.
Cerulean Pharma Inc. Cambridge, MA 02139Nonstatutory Stock Option Agreement • March 10th, 2014 • Cerulean Pharma Inc. • Pharmaceutical preparations • Delaware
On behalf of Cerulean Pharma Inc. (the “Company”), I am pleased to set forth below and in the attached documents the vesting terms and conditions of the option granted to you by the Company’s Board of Directors on February 7, 2013 (the “Option Award”). Your Option Award agreement (the “Option Agreement”) is attached hereto as Attachment 1. A cash bonus award (the “Contingent Consideration Award”), which shall be payable to you only if the consideration payable in connection with a Change of Control (as such term is defined in the award documents attached hereto) of the Company is not payable in its entirety upon the closing of such Change of Control, is attached hereto as Attachment 2. Together, we refer to the Option Award and the Contingent Consideration Award as the “Award”.
SUPPORT AGREEMENTSupport Agreement • March 20th, 2017 • Cerulean Pharma Inc. • Pharmaceutical preparations • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of March 19, 2017, is entered into by and among Daré Bioscience, Inc., a Delaware corporation (“Private Company”), and each Person set forth on Schedule A hereto (each, a “Stockholder”). All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement (as defined below).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 13th, 2018 • Dare Bioscience, Inc. • Pharmaceutical preparations • Massachusetts
This Exclusive License Agreement (hereinafter referred to as this “Agreement”), effective as of September 15, 2017 (the “Effective Date”), is entered into by and between Fred Mermelstein, Ph.D. and Janet Chollet, M.D., (collectively referred to as the “Licensors”), Pear Tree Pharmaceuticals, Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Licensee”), and Stephen Rocamboli (“Rocamboli”).
CERULEAN PHARMA INC. INCENTIVE STOCK OPTION AGREEMENT GRANTED UNDER 2014 STOCK INCENTIVE PLANIncentive Stock Option Agreement • March 31st, 2014 • Cerulean Pharma Inc. • Pharmaceutical preparations
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2020 • Dare Bioscience, Inc. • Pharmaceutical preparations
This Amendment No. 1 to Employment Agreement (this “Amendment No. 1”) is entered into as of March 9, 2020, between Daré Bioscience, Inc. (the “Company”), and the undersigned individual who is an executive of the Company (“Executive”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 13th, 2018 • Dare Bioscience, Inc. • Pharmaceutical preparations • Massachusetts
This Exclusive License Agreement (this “Agreement”) is made as April 24, 2018 (“Effective Date”), by and between Juniper Pharmaceuticals, Inc., a Delaware corporation, (“Juniper’’) and Daré Bioscience, Inc., a Delaware corporation (“Licensee”), each referred to herein individually as a “Party” and collectively as the “Parties”.
Cerulean Pharma Inc. Cambridge, MA 02139Option Award Agreement • March 10th, 2014 • Cerulean Pharma Inc. • Pharmaceutical preparations • Delaware
On behalf of Cerulean Pharma Inc. (the “Company”), I am pleased to set forth below and in the attached documents the vesting terms and conditions of the options granted to you by the Company’s Board of Directors on December 27, 2012 and February 7, 2013 (together, the “2012 Option Award”). Your 2012 Option Award agreement (the “Option Agreement”) is attached hereto as Attachment 1. A cash bonus award (the “Contingent Consideration Award”), which shall be payable to you only if the consideration payable in connection with a Change of Control (as such term is defined in the award documents attached hereto) of the Company is not payable in its entirety upon the closing of such Change of Control, is attached hereto as Attachment 2. Together, we refer to the 2012 Option Award and the Contingent Consideration Award as the “Award”.
Re: Retention AgreementClaims Agreement • March 20th, 2017 • Cerulean Pharma Inc. • Pharmaceutical preparations • Massachusetts
As you know, Cerulean Pharma, Inc. (the “Company”) is exploring the possibility of a number of business opportunities and transactions. We recognize and appreciate the contributions you have made to the Company during your employment and want you to remain committed to and focused on the tasks that you are assigned during this time.
RIVERSIDE TECHNOLOGY CENTER SECOND LEASE AMENDMENT AS TO THE LEASE BETWEEN RIVERTECH ASSOCIATES II LLC AND CERULEAN PHARMA INC.Second Lease Extension and Modification Agreement • July 17th, 2014 • Cerulean Pharma Inc. • Pharmaceutical preparations • Massachusetts
This Second Lease Extension and Modification Agreement (the “Second Lease Amendment”) entered into this 11 day of July, 2014 by and between Rivertech Associates II LLC, a Massachusetts limited liability company with a principal address c/o The Abbey Group, 575 Boylston Street Boston, Massachusetts 02116 (herein, the “Lessor”), and Cerulean Pharma Inc., with a business address at 840 Memorial Drive Cambridge, Massachusetts (herein the “Lessee”), with respect to a certain Lease dated September 8, 2009 (as amended as stated below) for certain office and laboratory space in the building at 840 Memorial Drive Cambridge, Massachusetts.
AMENDMENT NO. 1 TO COMMON STOCK SALES AGREEMENTCommon Stock Sales Agreement • August 27th, 2018 • Dare Bioscience, Inc. • Pharmaceutical preparations • New York
Daré Bioscience, Inc. (the “Company”) and H.C. Wainwright & Co. LLC (“HCW”) are parties to that certain Common Stock Sales Agreement dated January 4, 2018 (the “Original Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby amend the Original Agreement as follows:
