COMMON STOCK PURCHASE WARRANT RenovoRx, Inc.Common Stock Purchase Warrant • August 5th, 2021 • RenovoRx, 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 date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from RenovoRx, 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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect t
RENOVORX, Inc. INDEMNIFICATION AGREEMENTIndemnification Agreement • August 5th, 2021 • RenovoRx, Inc. • Pharmaceutical preparations • Delaware
This INDEMNIFICATION AGREEMENT (“Agreement”) is made as of ______, 2021 by and between RenovoRX, Inc., 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.
PREFUNDED COMMON STOCK PURCHASE WARRANT RenovoRx, Inc.Warrant Agreement • April 3rd, 2023 • RenovoRx, Inc. • Pharmaceutical preparations • New York
THIS PREFUNDED 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 RenovoRx, 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).
COMMON STOCK PURCHASE WARRANT RenovoRx, Inc.Common Stock Purchase Warrant • April 3rd, 2023 • RenovoRx, 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 April ____, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October ____, 20281 (the “Termination Date”) but not thereafter, to subscribe for and purchase from RenovoRx, 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).
PLACEMENT AGENCY AGREEMENT March 30, 2023Placement Agency Agreement • April 3rd, 2023 • RenovoRx, Inc. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 3rd, 2023 • RenovoRx, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 30, 2023, between RenovoRx, 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”).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • August 12th, 2021 • RenovoRx, Inc. • Pharmaceutical preparations • New York
This Warrant Agent Agreement (this “Warrant Agreement”), dated as of ___, 2021 (the “Issuance Date”) between RenovoRx, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and Philadelphia Stock Transfer, Inc. (the “Warrant Agent”).
UNDERWRITING AGREEMENTUnderwriting Agreement • August 12th, 2021 • RenovoRx, Inc. • Pharmaceutical preparations • New York
The undersigned, RenovoRx, 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 RenovoRx, 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 RenovoRx, Inc. 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.
UNDERWRITER COMMON STOCK PURCHASE WARRANT RenovoRx, Inc.Underwriter Common Stock Purchase Warrant • August 5th, 2021 • RenovoRx, Inc. • Pharmaceutical preparations • New York
THIS UNDERWRITER 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 _____1 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from RenovoRx, 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). This Warrant is issued pursuant to the Underwriting Agreement.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • July 21st, 2021 • RenovoRx, Inc. • Pharmaceutical preparations • New York
This Warrant Agent Agreement (this “Warrant Agreement”), dated as of ___, 2021 (the “Issuance Date”) between RenovoRx, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and Philadelphia Stock Transfer, Inc. (the “Warrant Agent”).
RenovoRX, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • September 19th, 2022 • RenovoRx, Inc. • Pharmaceutical preparations • California
This Change in Control and Severance Agreement (the “Agreement”) is made by and between RenovoRx, Inc., a Delaware corporation (the “Company”), and Angela Gill Nelms (“Executive”), effective as of the Effective Date, as defined in Section 7 below.
RenovoRX, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • June 7th, 2024 • RenovoRx, Inc. • Pharmaceutical preparations • California
This Change in Control and Severance Agreement (the “Agreement”) is made by and between RenovoRx, Inc., a Delaware corporation (the “Company”), and Ron Kocak (“Executive”), effective as of the Effective Date, as defined in Section 7 below.
PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • January 29th, 2024 • RenovoRx, Inc. • Pharmaceutical preparations
This Placement Agent Agreement (“Agreement”) is made by and between RenovoRx Inc., a Delaware corporation (the “Company”), and Paulson Investment Company, LLC, a Delaware limited liability company (the “Placement Agent”), as of the date first above written. The Company hereby engages the Placement Agent as its exclusive placement agent in arranging a private placement of Units, each Unit consisting of (i) one share of common stock, par value $0.0001 per share of the Company (the “Common Stock”) and (ii) a warrant (the “Warrants”) to purchase one share of Common Stock (the “Warrant Shares” and together with Units, the shares of Common Stock and the Warrants, the “Securities”), on terms consistent with the term sheet attached hereto as Exhibit A (the “Term Sheet”) or as otherwise mutually agreed (the “Offering”). The terms of the Offering will be more fully described in the definitive transaction documents pertaining to the Offering, to be prepared by the Company.
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • April 15th, 2024 • RenovoRx, Inc. • Pharmaceutical preparations • New York
All initially capitalized terms not otherwise defined herein shall have the meanings given to those terms in Schedule I annexed hereto.
RENOVORX, INC. CONSULTING AGREEMENTConsulting Agreement • July 21st, 2021 • RenovoRx, Inc. • Pharmaceutical preparations • California
This Consulting Agreement (the “Agreement”) is entered on this ____ day of January 2013 (“Effective Date”) by and among RenovoRx, Inc., a Delaware corporation, and its successors or assignees (“Company”), and Ramtin Agah (referred to herein as “Consultant”) for the purpose of setting forth the terms and conditions by which the Company will acquire Consultant’s services.
RENOVORX, INC. AMENDMENT NO. 1 TOConvertible Promissory Notes • July 21st, 2021 • RenovoRx, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDMENT NO. 1 (this “Amendment”) to each of those certain Convertible Promissory Notes (collectively, the “Notes”) issued prior to the date hereof pursuant to that certain Note Purchase Agreement dated March 31, 2020, by and among RenovoRx, Inc. (the “Company”) and certain investors of the Company listed on the signature pages thereto (the “Note Purchase Agreement”) is entered into as of this ____ day of March, 2021 (the “Effective Date”). Capitalized terms not defined herein have the meanings set forth in the Note Purchase Agreement or the Notes, as applicable.
AMENDMENT TO CONSULTING aGREEMENTConsulting Agreement • March 30th, 2022 • RenovoRx, Inc. • Pharmaceutical preparations
This Fourth Amendment (the “Fourth Amendment”) by and between RenovoRx, Inc. (the “Company”) and Ramtin Agah (“Consultant”) (together, the “Parties”) amends the Consulting Agreement by and between the Parties dated January 1, 2018 (“Consulting Agreement”), as amended by the Second Amendment to the Consulting Agreement, effective August 1, 2019 (the “Second Amendment”), and the Third Amendment to the Consulting Agreement, effective November 11, 2021 (the “Third Amendment”, and together with the Second Amendment (as amended by the Third Amendment) and the Consulting Agreement, the “Agreement”). This Amendment is entered into as of January 25, 2022 (“Amendment Effective Date”).
Dec. 13, 2020 Paul MannersConsulting Agreement • July 21st, 2021 • RenovoRx, Inc. • Pharmaceutical preparations
CONSULTING AGREEMENTConsulting Agreement • July 19th, 2022 • RenovoRx, Inc. • Pharmaceutical preparations • Delaware
This Consulting Agreement (the “Agreement”) is made as of April 25, 2022 (the “Effective Date”), by and between RenovoRx, Inc., a Delaware corporation, with its principal place of business being 4546 El Camino Real, Suite B1, Los Altos, CA 94022 (the “Company”) and Danforth Advisors, LLC, a Massachusetts limited liability company, with its principal place of business being 91 Middle Road, Southborough, MA 01772 (“Danforth”). The Company and Danforth are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”
AMENDMENT TO CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • August 16th, 2023 • RenovoRx, Inc. • Pharmaceutical preparations
This Amendment to the Change in Control Severance Agreement (this “Amendment”) is entered into as of (the “Effective Date”) by and between (“Executive”) and RenovoRx, Inc. (the “Company” and together with Executive, the “Parties”) on the dates set forth below.
RENOVORX CONSULTING AGREEMENTConsulting Agreement • July 21st, 2021 • RenovoRx, Inc. • Pharmaceutical preparations • California
This Consulting Agreement (the “Agreement”) is made as of the Effective Date set forth above by and between RenovoRx, Inc, a Delaware corporation (“Client”) and the consultant named on the signature page hereto (“Consultant”).
CLIENT AgreementClient Agreement • August 5th, 2021 • RenovoRx, Inc. • Pharmaceutical preparations • New York
This Client Agreement (the “Agreement”) entered into as of July 22, 2021 (the “Effective Date”) is a binding contract between RenovoRx, Inc. and its affiliates (“you” or “your”) and LS Associates, a division of LifeSci Advisors, LLC (the “Company,” “we,” or “us”). Please read it carefully and, if you agree to and accept all of its terms and conditions, sign the Agreement in the space provided below. You understand that by accessing and using the Company’s Services (as defined herein), you are agreeing to be bound by all of the terms and conditions contained in this Agreement.
Master Supplv AgreementMaster Supply Agreement • July 21st, 2021 • RenovoRx, Inc. • Pharmaceutical preparations
This Master Supply Agreement (the “Agreement” or “MSA”) is entered into on this 28th day of Oct. 2019 (the “Effective Date”) by and between Medical Murray, Inc., an Illinois corporation with a principal place of business at 400 North Rand Road, North Barrington, IL 60010 (the “Supplier”) and RenovoRx, Inc. a Delaware corporation with a principal place of business at 4546 El Camino Real, Suite 223, Los Altos, CA 94022 (the “Buyer”).
