CONTRAFECT CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • July 1st, 2014 • CONTRAFECT Corp • Pharmaceutical preparations • New York
The undersigned, ContraFect Corporation, a corporation incorporated under the laws of the State of Delaware (the “Company”), confirms its agreement, subject to the terms and conditions set forth in this Underwriting Agreement (this “Agreement”), with each of the underwriters listed on Schedule A hereto (each, an “Underwriter” and collectively, the “Underwriters”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), to sell and issue to the Underwriters an aggregate of: [—] Units (as defined below), with each Unit consisting of: (i) one (1) share of common stock, par value $0.0001 per share, of the Company (“Common Stock”); (ii) one Class A warrant of the Company (each, a “Class A Warrant” and collectively, the “Class A Warrants”); and (iii) [—] Class B warrants (each, a “Class B Warrant” and collectively, the “Class B Warrants” which, collectively with the Class A Warrants are referred to herein as the “Warrants”).
CONTRAFECT CORPORATION (a Delaware corporation) 10,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2021 • CONTRAFECT Corp • Pharmaceutical preparations • New York
CONTRAFECT CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • July 1st, 2014 • CONTRAFECT Corp • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 201 by and between ContraFect Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 2nd, 2023 • CONTRAFECT Corp • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 28, 2023 between ContraFect Corporation, 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”).
CONTRAFECT CORPORATION UP TO $30,000,000 OF SHARES OF COMMON STOCK SALES AGREEMENTSales Agreement • January 20th, 2016 • CONTRAFECT Corp • Pharmaceutical preparations • New York
ContraFect Corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
25,650,000 SHARES OF COMMON STOCK OF CONTRAFECT CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • December 19th, 2019 • CONTRAFECT Corp • Pharmaceutical preparations • New York
The undersigned, ContraFect Corporation, 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 ContraFect Corporation, 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 Maxim Group 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 CONTRAFECT CORPORATION Common Stock PURCHASE AGREEMENTPurchase Agreement • July 31st, 2018 • CONTRAFECT Corp • Pharmaceutical preparations • New York
ContraFect Corporation, a Delaware corporation (the “Company”) proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 5,000,000 shares (the “Firm Shares”) of Common Stock, $0.0001 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of 5,000,000 authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company has also granted to the several Underwriters an option to purchase up to 750,000 additional shares of Common Stock, on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Agreement are herein collectively called the “Shares”.
37,150,000 SHARES OF COMMON STOCK OF CONTRAFECT CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • December 12th, 2019 • CONTRAFECT Corp • Pharmaceutical preparations • New York
The undersigned, ContraFect Corporation, 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 ContraFect Corporation, 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 Maxim Group 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 12th, 2015 • CONTRAFECT Corp • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [●], 2015, by and among ContraFect Corporation, a Delaware corporation (the “Company”), Brookline Group, LLC (“Brookline”) and the several purchasers signatory hereto (each, a “Purchaser,” and collectively, the “Purchasers”).
11,797,752 Shares Warrants to Purchase 8,848,314 Shares CONTRAFECT CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 27th, 2020 • CONTRAFECT Corp • Pharmaceutical preparations • New York
ContraFect Corporation, a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) (i) an aggregate of 11,797,752 shares (the “Shares”) of common stock, $0.0001 par value per share (the “Common Stock”), of the Company and (ii) warrants to purchase up to an aggregate of 8,848,314 shares of Common Stock on the terms and conditions set forth in the form of warrant attached as Exhibit A hereto (the “Warrants”). Each Share is being sold together with a Warrant to purchase 0.75 shares of Common Stock at an exercise price of $4.90 per whole share of Common Stock. The aggregate number of shares of Common Stock underlying the Warrants are referred to herein as the “Warrant Shares.” The Shares, Warrants and Warrant Shares are collectively referred to in this Agreement as the “Securities.”
EMPLOYMENT AGREEMENTEmployment Agreement • April 2nd, 2019 • CONTRAFECT Corp • Pharmaceutical preparations • New York
This Employment Agreement (this “Agreement”), dated as of April 2, 2019, is made by and between ContraFect Corporation, a Delaware corporation (together with any successor thereto, the “Company”), and Roger J. Pomerantz, M.D., F.A.C.P. (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 12th, 2015 • CONTRAFECT Corp • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June [●], 2015 by and among ContraFect Corporation, 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”).
CONTRAFECT CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • August 1st, 2014 • CONTRAFECT Corp • Pharmaceutical preparations • New York
The undersigned, ContraFect Corporation, a corporation incorporated under the laws of the State of Delaware (the “Company”), confirms its agreement, subject to the terms and conditions set forth in this Underwriting Agreement (this “Agreement”), with each of the underwriters listed on Schedule A hereto (each, an “Underwriter” and collectively, the “Underwriters”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), to sell and issue to the Underwriters an aggregate of: 6,000,000 Firm Units (as defined below), with each Firm Unit (and each Option Unit, as defined below) consisting of: (i) one (1) share of common stock, par value $0.0001 per share, of the Company (“Common Stock”); (ii) one Class A warrant of the Company (each, a “Class A Warrant” and collectively, the “Class A Warrants”); and (iii) one Class B warrant (each, a “Class B Warrant” and collectively, the “Class B Warrants” which, collectively with the Class A Warrants are referred to
FORM OF CLASS D COMMON STOCK PURCHASE WARRANT CONTRAFECT CORPORATIONCONTRAFECT Corp • June 27th, 2023 • Pharmaceutical preparations
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 Shareholder Approval is received and effective (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CONTRAFECT CORPORATION, a Delaware corporation (the “Company”), up to 5,627,906 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).
ContractCONTRAFECT Corp • June 12th, 2015 • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY, EXCEPT AS PROVIDED HEREIN. THE SHARES OF COMMON STOCK UNDERLYING THIS WARRANT ARE SUBJECT TO THE REGISTRATION RIGHTS AGREEMENT, DATED , 2
REPRESENTATIVE’S WARRANT CONTRAFECT CORPORATIONCONTRAFECT Corp • October 29th, 2015 • Pharmaceutical preparations • New York
THIS REPRESENTATIVE’S WARRANT (the “Warrant”) certifies that, for value received, Maxim Partners LLC 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 that is 180 days from the effective date (the “Initial Exercise Date”) of the Company’s registration statement No. 333-195378 (the “Registration Statement”) and on or prior to the close of business on the five (5) year anniversary of the effective date of the Registration Statement (the “Termination Date”) but not thereafter, to subscribe for and purchase from ContraFect Corporation, a Delaware corporation (the “Company”), up to 206,410 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).
ContraFect Corporation Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • August 14th, 2020 • CONTRAFECT Corp • Pharmaceutical preparations • New York
ContraFect Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. and Maxim Group LLC (each, an “Agent” and together, the “Agents”), as follows:
FORM OF CLASS C COMMON STOCK PURCHASE WARRANT CONTRAFECT CORPORATIONCONTRAFECT Corp • June 27th, 2023 • Pharmaceutical preparations
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 Shareholder Approval is received and effective (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CONTRAFECT CORPORATION, a Delaware corporation (the “Company”), up to 1,406,977 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).
FORM OF COMMON STOCK PURCHASE WARRANT CONTRAFECT CORPORATIONCONTRAFECT Corp • March 2nd, 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 Issue Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CONTRAFECT CORPORATION, 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).
LEASE AGREEMENTLease Agreement • October 16th, 2013 • CONTRAFECT Corp • Pharmaceutical preparations • New York
THIS LEASE AGREEMENT (this “Lease”) made as of the date and year set forth below, by Hudson View Building #3 LLC (“Landlord”), having an address at 485 West Putnam Avenue, Greenwich, Connecticut, 06830 and ContraFect Corporation, a Delaware corporation (“Tenant”), having an address at 28 Wells Avenue, 3rd Floor, Yonkers, New York 10701.
EMPLOYMENT AGREEMENT by and between CONTRAFECT CORPORATION and DANIEL E. COUTOEmployment Agreement • March 15th, 2016 • CONTRAFECT Corp • Pharmaceutical preparations • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on the latest date set forth on the signature pages hereto, by and between ContraFect Corporation, a Delaware corporation (“Employer”) and Daniel E. Couto, a resident of Massachusetts (“Employee”).
CLASS A WARRANT AGREEMENTClass a Warrant Agreement • October 29th, 2015 • CONTRAFECT Corp • Pharmaceutical preparations • New York
This Class A Warrant Agreement (“Warrant Agreement”) is made as of July 28, 2014, by and between ContraFect Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”).
CLASS B WARRANT AGREEMENTClass B Warrant Agreement • October 29th, 2015 • CONTRAFECT Corp • Pharmaceutical preparations • New York
This Class B Warrant Agreement (“Warrant Agreement”) is made as of July 28, 2014, by and between ContraFect Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”).
14,000,000 Shares and Warrants to Purchase 14,000,000 Shares of Common Stock CONTRAFECT CORPORATION Common Stock PURCHASE AGREEMENTWarrant Agreement • July 27th, 2016 • CONTRAFECT Corp • Pharmaceutical preparations • New York
ContraFect Corporation, a Delaware corporation (the “Company”) proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of (i) 14,000,000 shares (the “Shares”) of Common Stock, $0.0001 par value per share (the “Common Stock”), of the Company and (ii) warrants to purchase up to 14,000,000 shares of Common Stock in the form set forth in Exhibit A (each, a “Warrant”). Each Share is being sold together with a Warrant to purchase one share of Common Stock at an exercise price of $3.00 per whole share of Common Stock. The Shares and Warrants are collectively called the “Securities.” The shares of Common Stock underlying the Warrants are called the “Warrant Shares.”
FORM OF WARRANT AGREEMENT] WARRANT AGREEMENTWarrant Agreement • July 25th, 2017 • CONTRAFECT Corp • Pharmaceutical preparations • New York
This Warrant Agreement (“Warrant Agreement”) is entered into as of July 25, 2017, by and between ContraFect Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”).
CONFIDENTIAL February 28, 2023 Michael Messinger Chief Financial Officer ContraFect CorporationCONTRAFECT Corp • March 2nd, 2023 • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENT by and between CONTRAFECT CORPORATION and MICHAEL MESSINGEREmployment Agreement • March 30th, 2021 • CONTRAFECT Corp • Pharmaceutical preparations • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on November 5, 2012, by and between ContraFect Corporation, a Delaware corporation (“Employer”) and Michael Messinger, a resident of New Jersey (“Employee”).
CONTRAFECT CORPORATIONSeparation Agreement • April 18th, 2014 • CONTRAFECT Corp • Pharmaceutical preparations • New York
This letter agreement (this “Agreement”) sets forth our mutual understanding concerning your departure from services in all capacities as a director, officer and employee of ContraFect Corporation (the “Company”).
WARRANT AGREEMENTWarrant Agreement • May 27th, 2020 • CONTRAFECT Corp • Pharmaceutical preparations • New York
This Warrant Agreement (“Warrant Agreement”) is entered into as of May 27, 2020, by and between ContraFect Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”).
AMENDMENT NO. 1 TO LICENSE AGREEMENTLicense Agreement • July 1st, 2014 • CONTRAFECT Corp • Pharmaceutical preparations
This Amendment No. 1 (this “Amendment”), effective June 15, 2014 (the “Effective Date”), is to the License Agreement, dated as of January 29, 2014 (the “Agreement”), by and between Trellis Bioscience LLC, a Delaware limited liability company having a place of business at 2-B Corporate Drive, South San Francisco, CA 94080 (“Trellis”), and ContraFect Corporation, a Delaware corporation having its principal place of business at 28 Wells Avenue, 3rd Floor, Yonkers, New York 10701 (“ContraFect”). Trellis and ContraFect are collectively referred to herein as the “Parties”.
CONTRAFECT CORPORATION RETENTION BONUS PLAN AWARD AGREEMENTRetention Bonus Plan • April 18th, 2014 • CONTRAFECT Corp • Pharmaceutical preparations • New York
Unless otherwise defined herein, the terms defined in the Retention Bonus Plan shall have the same defined meanings in this Retention Award Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2018 • CONTRAFECT Corp • Pharmaceutical preparations • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on July 19, 2010 (the “Effective Date”) by and between Nancy Dong M.S.., residing at 52 Young Avenue (the “Employee”), and ContraFect Corporation, a Delaware corporation with offices at 469 Seventh Avenue, 3rd Floor, New York, New York 10018 (the “Company”).
ContraFect CorporationCONTRAFECT Corp • March 22nd, 2016 • Pharmaceutical preparations
On behalf of ContraFect Corporation (the “Company”), we are pleased that you have agreed to serve as the Interim Chief Executive Officer (“Interim CEO”) of the Company, in addition to your continued service on the Company’s Board of Directors (the “Board”). Set forth below is a summary of our mutual agreement as to the terms of your service as Interim CEO.
Separation Agreement and ReleaseSeparation Agreement and Release • April 2nd, 2019 • CONTRAFECT Corp • Pharmaceutical preparations • New York
This Separation Agreement and Release (“Agreement”) is made by and between Steven C. Gilman, Ph.D. (“Executive”) and ContraFect Corporation (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
Amendment No. 1 to Steven C. Gilman Offer LetterCONTRAFECT Corp • May 30th, 2018 • Pharmaceutical preparations • Massachusetts
This Amendment (this “Amendment”) to the letter agreement, dated July 21, 2016 (the “Offer Letter”), by and between ContraFect Corporation (the “Company”), and Steven C. Gilman, Ph.D. (“Executive”), is entered into by and between the Company and Executive effective as of May 29, 2018.
