SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 4th, 2020 • Cerecor Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 3, 2020, between Cerecor 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 • March 18th, 2020 • Cerecor Inc. • Pharmaceutical preparations
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of March 17, 2020, between the Company and the Purchaser (the “Purchase Agreement”).
3,770,000 Shares 3,770,000 Warrants to Purchase 3,770,000 Shares Avalo Therapeutics, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • February 3rd, 2023 • Avalo Therapeutics, Inc. • Pharmaceutical preparations • New York
AVALO THERAPEUTICS, INC. Shares of Common Stock ($0.001 par value per share) SALES AGREEMENTSales Agreement • May 4th, 2023 • Avalo Therapeutics, Inc. • Pharmaceutical preparations • New York
Avalo Therapeutics, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Oppenheimer & Co. Inc. (the “Agent”), as follows:
CERECOR INC. and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFPreferred Stock Warrant Agreement • November 8th, 2016 • Cerecor Inc. • Pharmaceutical preparations • New York
PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between CERECOR INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
CERECOR INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • November 8th, 2016 • Cerecor Inc. • Pharmaceutical preparations • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between CERECOR INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
COMMON STOCK PURCHASE WARRANT AVALO THERAPEUTICS, INC.Common Stock Purchase Warrant • February 3rd, 2023 • Avalo Therapeutics, Inc. • Pharmaceutical preparations • New York
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 set forth above (the “Initial Exercise Date”) and on or prior to the close of business on the first anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Avalo Therapeutics, Inc., a Delaware corporation (the “Company”), up to [_______________]1 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).
CLASS A WARRANT AGREEMENTWarrant Agreement • October 13th, 2015 • Cerecor Inc. • Pharmaceutical preparations • New York
This Class A Warrant Agreement (“Warrant Agreement”) is made as of October [ ], 2015, by and between Cerecor Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”).
CERECOR INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFDebt Securities Warrant Agreement • November 8th, 2016 • Cerecor Inc. • Pharmaceutical preparations • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between CERECOR INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • September 12th, 2016 • Cerecor Inc. • Pharmaceutical preparations • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of September 8, 2016, by and between CERECOR 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 • December 27th, 2018 • Cerecor Inc. • Pharmaceutical preparations
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the Purchaser (the “Purchase Agreement”), pursuant to which the Purchaser acquired warrants (“Warrants”) to purchase up to four million (4,000,000) shares of the Company’s common stock (the “Shares”).
1,818,182 SHARES OF COMMON STOCK OF CERECOR INC. AMENDED AND RESTATED UNDERWRITING AGREEMENTUnderwriting Agreement • March 6th, 2019 • Cerecor Inc. • Pharmaceutical preparations • New York
The undersigned, Cerecor 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 Cerecor 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 entirety the underwriti
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 28th, 2024 • Avalo Therapeutics, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is dated as of March [__], 2024, by and among Avalo Therapeutics, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
UNDERWRITING AGREEMENTUnderwriting Agreement • June 9th, 2020 • Cerecor Inc. • Pharmaceutical preparations • New York
Cerecor Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 13,200,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 1,980,000 shares (the “Company Option Shares”) of Common Stock from the Company for the purpose of covering over‑allotments in connection with the sale of the Firm Shares. The Firm Shares and the Company Option Shares are collectively called the “Shares.”
QuickLinks -- Click here to rapidly navigate through this documentWarrant Agreement • June 12th, 2015 • Cerecor Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 28th, 2017 • Cerecor Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 27, 2017, between Cerecor 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”).
Cerecor Inc. Up to $12,075,338 Common Stock Equity Distribution AgreementEquity Distribution Agreement • January 27th, 2017 • Cerecor Inc. • Pharmaceutical preparations • New York
Cerecor Inc., a Delaware corporation (the “Company”), proposes to issue and sell through Maxim Group LLC (the “Agent”), as exclusive sales agent, shares of common stock, par value $0.001 per share (“Common Stock”), of the Company (the “Shares”) having an aggregate offering price of up to $12,075,338 on terms set forth herein. The Shares consist entirely of authorized but unissued shares of Common Stock to be issued and sold by the Company.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 20th, 2018 • Cerecor Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 20, 2018, between Cerecor Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 28th, 2024 • Avalo Therapeutics, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of March 27, 2024, by and among Avalo Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Annex A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 8th, 2015 • Cerecor Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement, dated as of (this “Agreement”), is made by and between Cerecor Inc., a Delaware corporation (the “Company”) and (“Indemnitee”).
CERECOR INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 22nd, 2015 • Cerecor Inc. • Pharmaceutical preparations • New York
The undersigned, Cerecor Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters named in Schedule I hereto (the “Underwriters” and each an “Underwriter”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), to issue and sell to the Underwriters an aggregate of [ ] shares (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In addition, the Company shall grant to the Underwriters an option (the “Over-Allotment Option”) to purchase up to an additional [ ] shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Securities.” The offering and sale of the Securities contemplated by this Agreement is referred to herein as the “Offering.”
Suite 606 Baltimore, MD 21202Employment Agreement • July 16th, 2018 • Cerecor Inc. • Pharmaceutical preparations • Maryland
On behalf of Cerecor Inc., a Delaware corporation (the “Company”), we are pleased to formalize for you (“you” or the “Employee”) the terms of your employment with the Company as set forth in this agreement (the “Agreement”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • December 11th, 2019 • Cerecor Inc. • Pharmaceutical preparations • Delaware
This Agreement and Plan of Merger and Reorganization (this “Agreement”), is entered into as of December 5, 2019, by and among Aevi Genomic Medicine, Inc., a Delaware corporation (the “Company”), Cerecor Inc., a Delaware corporation (“Parent”), Genie Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Second Genie Merger Sub, LLC, a Delaware limited liability company and wholly owned Subsidiary of Parent (“Second Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.
ContractWarrant Agreement • June 8th, 2021 • Cerecor Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 12th, 2016 • Cerecor Inc. • Pharmaceutical preparations • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 8, 2016, by and between CERECOR 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”).
May 6, 2024Employment Agreement • June 24th, 2024 • Avalo Therapeutics, Inc. • Pharmaceutical preparations • Delaware
are pleased to formalize for you the terms of your employment with the Company as set forth in this agreement (the “Agreement”). Please note that this offer of employment is contingent upon a clearance of a background check and two satisfactory professional references.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among AVALO THERAPEUTICS INC., PROJECT ATHENS MERGER SUB, INC., SECOND PROJECT ATHENS MERGER SUB, LLC, ALMATABIO, INC., and THE SECURITYHOLDERS’ REPRESENTATIVE IDENTIFIED HEREIN Dated as of March...Merger Agreement • March 28th, 2024 • Avalo Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Agreement and Plan of Merger and Reorganization (this “Agreement”), is entered into as of March 27, 2024, by and among Avalo Therapeutics, Inc., a Delaware corporation (“Parent”), Project Athens Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Second Project Athens Merger Sub, LLC., a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Second Merger Sub”), AlmataBio, Inc., a Delaware corporation (the “Company”), and Patrick Crutcher, (the “Securityholders’ Representative”) solely in his capacity as the representative agent and attorney-in-fact of the holders of securities in the Company (the “Securityholders”, and each of them, a “Securityholder”). Terms with initial capitalized letters used herein (including in the immediately preceding sentence) and not otherwise defined herein have the meanings set forth in Section 8.01 hereof.
LEASE BY AND BETWEEN FP 540 GAITHER, LLC LANDLORD AND CERECOR INC. TENANT Rockville, MarylandLease Agreement • September 18th, 2018 • Cerecor Inc. • Pharmaceutical preparations
Portions of this exhibit marked [*] are requested to be treated confidentially. LICENSE AND DEVELOPMENT AGREEMENTLicense and Development Agreement • May 11th, 2018 • Cerecor Inc. • Pharmaceutical preparations • New York
This LICENSE AND DEVELOPMENT AGREEMENT (the “Agreement”) is entered into as of February 16, 2018 (the “Effective Date”) by and between Cerecor, Inc., a Delaware corporation having an address at 400 East Pratt Street, Suite 606, Baltimore, MD 21202 (“Cerecor”), and Flamel Ireland Limited, operating under the trade name of Avadel Ireland, an Irish limited company having an address at Block 10-1, Blanchardstown Corporate Park, Ballycoolin, Dublin 15 Ireland (“Avadel”). Avadel and Cerecor may be referred to herein individually as a “Party” or collectively, as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 18th, 2020 • Cerecor Inc. • Pharmaceutical preparations • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 17, 2020, is by and among Cerecor Inc., a Delaware corporation with offices located at 540 Gaither Road, Suite 400, Rockville, Maryland 20850 (the “Company”), and Armistice Capital Master Fund Ltd. (the “Buyer”).
VENTURE LOAN AND SECURITY AGREEMENT Dated as of June 4, 2021 by and among HORIZON TECHNOLOGY FINANCE CORPORATION,a Delaware corporation,312 Farmington AvenueFarmington, CT 06032 as a Lender and Collateral Agent POWERSCOURT INVESTMENTS XXV, LP,a...Venture Loan and Security Agreement • August 2nd, 2021 • Cerecor Inc. • Pharmaceutical preparations • Connecticut
EXCLUSIVE PATENT AND KNOW-HOW LICENSE AGREEMENT by and between ESSEX CHEMIE AG and CERECOR INC.Exclusive Patent and Know-How License Agreement • June 12th, 2015 • Cerecor Inc. • Pharmaceutical preparations • New York
THIS EXCLUSIVE PATENT AND KNOW-HOW LICENSE AGREEMENT (this “Agreement”), effective as of March 19, 2013 (the “Effective Date”), is by and between Essex Chemie AG, a Swiss corporation, having a principal place of business at Weystrasse 20, 6000 Lucerne 6, Switzerland (“Merck”), and Cerecor Inc. (“Cerecor”), a corporation organized and existing under the laws of Delaware (hereinafter referred to as “Licensee”). Merck and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 27th, 2018 • Cerecor Inc. • Pharmaceutical preparations • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 27, 2018, is by and among Cerecor Inc., a Delaware corporation (the “Company”), and Armistice Capital Master Fund Ltd. (“Buyer”).
EXCLUSIVE PATENT AND KNOW-HOW LICENSE AGREEMENT by and between Eli Lilly and Company and CERECOR INC.Exclusive Patent and Know-How License Agreement • June 12th, 2015 • Cerecor Inc. • Pharmaceutical preparations • Delaware
THIS EXCLUSIVE PATENT AND KNOW-HOW LICENSE AGREEMENT (this "Agreement"), effective as of this 18th day of February, 2015 (the "Effective Date"), is by and between Eli Lilly and Company ("Lilly"), and Cerecor Inc. ("Cerecor"), a corporation organized and existing under the laws of Delaware (hereinafter referred to as "Licensee"). Lilly and Licensee are sometimes referred to herein individually as a "Party" and collectively as the "Parties".
THIRD FORBEARANCE AGREEMENTForbearance Agreement • September 13th, 2023 • Avalo Therapeutics, Inc. • Pharmaceutical preparations • Connecticut
This THIRD FORBEARANCE AGREEMENT (this “Agreement”) is made as of September 13, 2023, by and among (i) Avalo Therapeutics, Inc. (f/k/a Cerecor Inc.), a Delaware corporation (the “Borrower”), (ii) Horizon Credit II LLC, Horizon Funding Trust 2019-1, Horizon Funding I, LLC, and Powerscourt Investments XXV Trust, as lenders (collectively, the “Lenders”), and (iii) Horizon Technology Finance Corporation, as collateral agent for the Lenders (in such capacity, the “Collateral Agent” and collectively with the Lenders, the “Secured Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement (as defined below).
