UNDERWRITING AGREEMENT Between COCRYSTAL PHARMA, INC. And AEGIS CAPITAL CORP as Representative of the Several Underwriters COCRYSTAL PHARMA, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 31st, 2019 • Cocrystal Pharma, Inc. • Pharmaceutical preparations • New York
The undersigned, Cocrystal Pharma, Inc., a corporation formed under the laws of the State of Delaware (collectively, with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries of Cocrystal Pharma, Inc., 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:
COMMON STOCK PURCHASE WARRANT BIOZONE PARMACEUTICALS, INC.Security Agreement • October 31st, 2013 • Biozone Pharmaceuticals, 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 the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the ten (10) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BIOZONE PARMACEUTICALS, INC., a Nevada 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 27th, 2011 • Biozone Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Registration Rights Agreement (the “Agreement”) dated as of the 22nd day of September, 2011, is entered into by and between BIOZONE PHARMACEUTICALS, INC., a Nevada corporation (the “Company”), and the Purchaser signatory to that certain Purchase Agreement (the “Investor” ) dated the date hereof by and between 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.
COMMON STOCK PURCHASE WARRANT BIOZONE PARMACEUTICALS, INC.Warrant Agreement • January 21st, 2014 • Biozone Pharmaceuticals, 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 the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the ten (10) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BIOZONE PARMACEUTICALS, INC., a Nevada 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).
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • July 2nd, 2020 • Cocrystal Pharma, Inc. • Pharmaceutical preparations • New York
Cocrystal Pharma, 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:
Cocrystal Pharma, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • May 5th, 2021 • Cocrystal Pharma, Inc. • Pharmaceutical preparations • New York
The undersigned, Cocrystal Pharma, 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 Cocrystal Pharma, 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 H.C. Wainwright & Co., 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.
Cocrystal Pharma, Inc. 19805 N. Creek Parkway Bothell, WA 98011 Attention: Gary WilcoxPlacement Agent Agreement • January 31st, 2020 • Cocrystal Pharma, Inc. • Pharmaceutical preparations • New York
This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners, as placement agent (“A.G.P.” or the “Placement Agent”) and Cocrystal Pharma, Inc., a company organized under the laws of the state of Delaware (the “Company”), that A.G.P. 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 of common stock, par value, $0.001 per share (the “Shares”). The Shares 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. 333-220632) with respect to the Placement Agent Securities. The documents executed and delivered by the Company and the Purchasers (as defined below) in connection with the Placement, including, without limitation, a securities purchase agreement (the “Purchase Agreement”), sha
NTERNATIONAL SURF RESORTS, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • March 1st, 2011 • International Surf Resorts, Inc. • Services-business services, nec • Nevada
This Director and Officer Indemnification Agreement, dated as of February __, 2011 (this “Agreement”), is made by and between International Surf Resorts, Inc., a Nevada corporation (the “Company”), and Roberto Prego Novo (the “Indemnitee”).
Cocrystal Pharma, Inc. AMENDED AND RESTATED UNDERWRITING AGREEMENTUnderwriting Agreement • August 27th, 2020 • Cocrystal Pharma, Inc. • Pharmaceutical preparations • New York
The undersigned, Cocrystal Pharma, 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 Cocrystal Pharma, 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 H.C. Wainwright & Co., 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. This Amended and Restated Underwriting Agreement amends, restates and supersedes in its ent
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 13th, 2020 • Cocrystal Pharma, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 9, 2020, and is between Cocrystal Pharma, 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”).
ContractPurchase Warrant Agreement • May 2nd, 2018 • Cocrystal Pharma, Inc. • Pharmaceutical preparations • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) A.G.P./ALLIANCE GLOBAL PARTNERS OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF A.G.P./ALLIANCE GLOBAL PARTNERS OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
Cocrystal Pharma, Inc. 19805 N. Creek Parkway Bothell, WA 98011 Attn: Gary Wilcox, Chief Executive Officer Dear Mr. Wilcox:Exclusive Agency Agreement • March 4th, 2020 • Cocrystal Pharma, Inc. • Pharmaceutical preparations • New York
This letter agreement (this “Agreement”) constitutes the agreement between Cocrystal Pharma, Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), that Wainwright shall serve as the exclusive agent, advisor or underwriter in any offering (each, an “Offering”) of securities of the Company (the “Securities”) during the Term (as hereinafter defined) of this Agreement. The terms of each Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Wainwright and nothing herein implies that Wainwright would have the power or authority to bind the Company and nothing herein implies that the Company shall have an obligation to issue any Securities. It is understood that Wainwright’s assistance in an Offering will be subject to the satisfactory completion of such investigation and inquiry into the affairs of the Company as Wainwright deems appropriate under the circumstances and to the receipt of all internal approvals of Wainwright i
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 11th, 2019 • Cocrystal Pharma, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 11, 2019, between Cocrystal Pharma, 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”).
COCRYSTAL PHARMA, INC. Up to $6,000,000 of Shares of Common Stock AMENDED AND RESTATED EQUITY DISTRIBUTION AGREEMENT Dated: October 30, 2019Equity Distribution Agreement • October 30th, 2019 • Cocrystal Pharma, Inc. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 30th, 2013 • Biozone Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”)is dated as of August 26, 2013, between Biozone Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and the purchasers signatory hereto (the each a “Purchaser” and collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 7th, 2011 • Biozone Pharmaceuticals, Inc. • Services-business services, nec • New York
This Agreement is made and entered into as of the 30th day of June, 2011 by and between BioZone Pharmaceuticals, Inc., a Nevada corporation with principal offices at 4400 Biscayne Boulevard, Miami, FL 33137 (together with its successors and assigns, "BioZone"), and Daniel Fisher (the "Executive").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 10th, 2023 • Cocrystal Pharma, Inc. • Pharmaceutical preparations • Delaware
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) entered into as of this 4th day of April, 2023 (the “Effective Date”) by and between the parties on the signature page to this Agreement (each, a “Purchaser”), and Cocrystal Pharma, Inc., a Delaware corporation (“COCP”) (collectively, the Purchasers and COCP are the “Parties”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 19th, 2011 • Biozone Pharmaceuticals, Inc. • Services-business services, nec • Florida
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 16, 2011, is made by and among BIOZONE PHARMACEUTICALS, INC., a Nevada corporation (the “Company”), BAKER CUMMINS CORP., the Company’s wholly-owned subsidiary and a Nevada corporation (“Buyer”), and AERO PHARMACEUTICALS, INC., a Florida corporation (“Seller”).
BETWEEN AS SELLER AND BIOZONE PHARMACEUTICALS, INC. AS BUYER EQUALAN LLCLLC Membership Interest Purchase Agreement • July 7th, 2011 • Biozone Pharmaceuticals, Inc. • Services-business services, nec • New York
This LLC Membership Interest Purchase Agreement (“Agreement”) is entered into on June 30, 2011, between __________, an individual with an address at ______________________________ (“Seller”) and Biozone Pharmacuticals, Inc., a Nevada corporation, with an address at 4400 Biscayne Boulevard, Miami, Florida 33137 (“Buyer”).
ASSET PURCHASE AGREEMENT by and among MUSCLEPHARM CORPORATION, BIOZONE LABORATORIES INC., and BIOZONE PHARMACEUTICALS, INC., BIOZONE LABORATORIES, INC., BAKER CUMMINS CORP. and Brian Keller DATED November 12, 2013Asset Purchase Agreement • November 13th, 2013 • Biozone Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
MSLP, the Purchaser and the Sellers are at times collectively referred to herein individually as a “Party” and collectively as the “Parties.”
COCRYSTAL PHARMA, INC. NON-QUALIFIED STOCK OPTION AGREEMENT FOR Gerald McGuire AgreementNon-Qualified Stock Option Agreement • April 29th, 2016 • Cocrystal Pharma, Inc. • Pharmaceutical preparations
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 8th, 2014 • Biozone Pharmaceuticals, Inc. • Pharmaceutical preparations • Washington
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) between Biozone Pharmaceuticals, Inc., a Nevada corporation (including its successors and assigns, the “Company”), and Dr. Gary Wilcox (the “Executive”) is dated as of January 2, 2014 (the “Effective Date”).
STOCK OPTION AGREEMENTStock Option Agreement • July 7th, 2011 • Biozone Pharmaceuticals, Inc. • Services-business services, nec • New York
THIS STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into, effective as of June 30, 2011 (the “Effective Date”), by and between Daniel Fisher, an individual with an address at 23 Marlee Road, Pleasant Hill, CA 94523 (the “Optionor”), and Opko Health, Inc., with an address at 4400 Biscayne Boulevard, Miami Florida 33137 (the “Optionee”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • March 1st, 2011 • International Surf Resorts, Inc. • Services-business services, nec • New York
SUPPLY AGREEMENTSupply Agreement • January 31st, 2013 • Biozone Pharmaceuticals, Inc. • Pharmaceutical preparations • Arizona
Zicam will be responsible for price negotiations with designated suppliers of all Product components. Any cost increases or decreases in such Product components will increase or decrease the Product Fee on a dollar for dollar basis (with a proportional increase or decrease per Product unit). All Product Fee adjustments will take effect for any purchase orders submitted by Zicam after such adjustments are agreed to in writing between Zicam and such Product component suppliers. The parties agree that there will be only one (1) Product component-related Fee adjustment per Contract Year.
FORM OF STOCKHOLDER RIGHTS AGREEMENTStockholder Rights Agreement • December 1st, 2014 • Cocrystal Pharma, Inc. • Pharmaceutical preparations • Delaware
THIS STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), is made as of the 25th day of November 2014, by and among Cocrystal Pharma, Inc., a Delaware corporation (the “Company”), Cocrystal Holdings Inc., a Delaware corporation (the “Parent”), RFS Pharma LLC, a Georgia limited liability company (“RFSP”), the RFSP members listed on Exhibit A hereto, referred to hereinafter as the “RFSP Shareholders” and each individually as an “RFSP Shareholder” and those certain holders to the Company’s Common Stock and/or the Company’s Series B Preferred Stock listed on Exhibit B hereto (the “COCP Shareholders” and, together with the RFSP Shareholders, the “Shareholders”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 15th, 2016 • Cocrystal Pharma, Inc. • Pharmaceutical preparations • Delaware
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) entered into as of this 26th day of February, 2016 (the “Effective Date”) by and between the parties on the signature page to this Agreement (each, a “Purchaser”), and Cocrystal Pharma, Inc., a Delaware corporation (“COCP”) (collectively, the Purchaser and COCP are the “Parties”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 13th, 2012 • Biozone Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the last date set forth on the signature page hereof between Biozone Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and the undersigned (the “Subscriber”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • April 1st, 2013 • Biozone Pharmaceuticals, Inc. • Pharmaceutical preparations
This INTERCREDITOR AGREEMENT, dated as of March ___, 2013 (this “Agreement”), is among _______________ (the “Subordinating Creditor”), BioZone Pharmaceuticals, Inc. (the “Debtor”) and MIDLAND AMERICAN CAPITAL CORPORATION (the “Senior Creditor”).
BILL OF SALEBill of Sale • May 19th, 2011 • Biozone Pharmaceuticals, Inc. • Services-business services, nec
This BILL OF SALE (the “Bill of Sale”), dated as of the 16th day of May, 2011, is made and delivered by AERO PHARMACEUTICALS, INC., a Florida corporation (“Seller”), to BAKER CUMMINS CORP., a Nevada corporation (“Buyer”), pursuant to, and subject to the terms of, the Asset Purchase Agreement (the “Asset Purchase Agreement”) dated as of the date hereof by and among Seller, Buyer and Biozone Pharmaceuticals, Inc. (the “Company”). The terms of the Asset Purchase Agreement are incorporated herein by reference and capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Asset Purchase Agreement.
PURCHASE MONEY FINANCING RIDERPurchase Money Financing Rider • April 1st, 2013 • Biozone Pharmaceuticals, Inc. • Pharmaceutical preparations
This PURCHASE MONEY FINANCING RIDER (“Rider”) is dated as of March ____, 2013 between BioZone Laboratories, Inc., a California corporation (“Debtor”) and Midland American Capital Corporation, a Nevada corporation (“Secured Party”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 2nd, 2012 • Biozone Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 29, 2011, is made by and among Biozone Pharmaceuticals, Inc., a Nevada corporation (“Seller”), Global Property Corp., a Nevada corporation (“Buyer”) and ISR Investments LLC, a Nevada limited liability company (“ISR”), Eduardo Biancardi, an individual and Timothy Neely, an individual (ISR, Mr. Biancardi and Mr. Neely, the “Stockholders” and, together with Buyer, the “Buyer Parties”).
SUPPLY AGREEMENTSupply Agreement • July 2nd, 2012 • Biozone Pharmaceuticals, Inc. • Pharmaceutical preparations • Arizona
This SUPPLY AGREEMENT (this "Agreement"), dated as of May 8, 2009 (the "Effective Date''), is by and between BIOZONE LABORATORIES, INC., a California corporation ('Supplier"), and ____, LLC, an ____ limited liability company ("____").
LOCK-UP AGREEMENTLock-Up Agreement • July 7th, 2011 • Biozone Pharmaceuticals, Inc. • Services-business services, nec • New York
The undersigned is, or is anticipated to be, a beneficial owner of shares of capital stock, or securities convertible into or exercisable or exchangeable for the capital stock (each, a “Company Security”) of Biozone Pharmaceuticals, Inc., a Nevada corporation (the “Company”). The undersigned understands that the Company is acquiring certain businesses (the “Target Companies”) in consideration for an aggregate purchase price of 21,000,000 shares (the “Shares”) of the Company’s common stock (the “Purchase”) from the undersigned.and other owners of the Target Companies. The undersigned understands that the Company will proceed with the Purchase in reliance on this Letter Agreement to be signed by each of the owners of the Target Companies.
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 26th, 2015 • Cocrystal Pharma, Inc. • Pharmaceutical preparations • Delaware
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) entered into as of this 17th day of March, 2015 (the “Effective Date”) by and between the parties on the signature page to this Agreement (each, a “Purchaser”), Cocrystal Pharma, Inc., a Delaware corporation (“COCP”) (collectively, the Purchaser and COCP are the “Parties”).
