PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Pulmatrix, Inc.Pulmatrix, Inc. • February 16th, 2021 • Pharmaceutical preparations
THIS PLACEMENT AGENT 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 11, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pulmatrix, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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 being issued pursuant to that certain engagement letter, dated as of February 10, 2021, by and between the Company and H.C. Wainwright & Co., LLC.
UNDERWRITING AGREEMENT between RUTHIGEN, INC. and DAWSON JAMES SECURITIES, INC., as Representative of the Several Underwriters RUTHIGEN, INC.Underwriting Agreement • March 11th, 2014 • Ruthigen, Inc. • Pharmaceutical preparations • New York
The undersigned, Ruthigen, Inc. a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Dawson James Securities, Inc. (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 Pulmatrix, Inc.Pulmatrix, Inc. • July 9th, 2020 • 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 set forth above (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 Pulmatrix, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 11th, 2019 • Pulmatrix, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 7, 2019, between Pulmatrix, 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 16th, 2021 • Pulmatrix, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 11, 2021, between Pulmatrix, 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”).
5,323,530 SHARES OF COMMON STOCK PULMATRIX, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2019 • Pulmatrix, Inc. • Pharmaceutical preparations • New York
The undersigned, Pulmatrix, 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 Pulmatrix, 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.
COMMON STOCK PURCHASE WARRANT PULMATRIX, INC.Common Stock Purchase • April 1st, 2019 • Pulmatrix, 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 Pulmatrix, 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).
STRICTLY CONFIDENTIAL Pulmatrix, Inc.Letter Agreement • April 20th, 2020 • Pulmatrix, Inc. • Pharmaceutical preparations • New York
Form of Representative’s Warrant AgreementRuthigen, Inc. • February 24th, 2014 • Pharmaceutical preparations • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
SHARES OF COMMON STOCK, PRE-FUNDED WARRANTS (EXERCISABLE FOR SHARES) AND COMMON WARRANTS (EXERCISABLE FOR SHARES) OF PULMATRIX, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 1st, 2019 • Pulmatrix, Inc. • Pharmaceutical preparations • New York
The undersigned, Pulmatrix, 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 Pulmatrix, 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.
Common Units (Each Containing One Share of Common Stock and One Warrant to Purchase ______ Share[s] of Common Stock)Underwriting Agreement • March 20th, 2018 • Pulmatrix, Inc. • Pharmaceutical preparations • New York
______ Pre-Funded Units (Each Containing One Pre-Funded Warrant to Purchase One Share of Common Stock and One Warrant to Purchase ______ Share[s] of Common Stock)
ContractWarrant Agreement • June 16th, 2015 • Pulmatrix, Inc. • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, 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.
Indemnification AgreementIndemnification Agreement • October 16th, 2013 • Ruthigen, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is made and entered into as of __________________, 20___, by and between Ruthigen, Inc., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 16th, 2020 • Pulmatrix, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 16, 2020, between Pulmatrix, 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”).
AT THE MARKET OFFERING AGREEMENTTerms Agreement • May 26th, 2021 • Pulmatrix, Inc. • Pharmaceutical preparations • New York
Pulmatrix, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
COMMON STOCK PURCHASE WARRANT PULMATRIX, INC.Pulmatrix, Inc. • February 11th, 2019 • 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 5:00 p.m. (New York City time) on February , 1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pulmatrix, 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).
PULMATRIX, INC. UP TO $11,000,000 OF COMMON STOCK (par value $0.0001 per share) AT-THE-MARKET SALES AGREEMENTSales Agreement • March 17th, 2017 • Pulmatrix, Inc. • Pharmaceutical preparations • New York
Pulmatrix, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with BTIG, LLC (“BTIG” and, together with the Company, the “Parties”), as follows:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 28th, 2014 • Ruthigen, Inc. • Pharmaceutical preparations • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Hojabr Alimi (the “Executive”), and Ruthigen, Inc., a Delaware corporation (the “Corporation”), as of November 28, 2014 (the “Effective Date”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 28th, 2019 • Pulmatrix, Inc. • Pharmaceutical preparations • Massachusetts
This Amended and Restated Executive Employment Agreement (the “Agreement”), made and entered into this 28th day of June, 2019 (the “Effective Date”), by and between Pulmatrix, Inc., a Delaware corporation (“Company”), and Teofilo Raad (“Executive”). This Agreement amends, restates and supersedes that certain Employment Agreement by and between the Company and the Executive dated April 28, 2017, including any amendments thereto, in its entirety.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 16th, 2015 • Ruthigen, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (the “Agreement”), made and entered into this 15th day of June, 2015 (the “Effective Date”), by and between Pulmatrix, Inc., a Delaware corporation (“Company”), and David L. Hava, Ph.D. (“Executive”).
FUNDING AGREEMENTFunding Agreement • February 24th, 2014 • Ruthigen, Inc. • Pharmaceutical preparations • California
This Agreement (this “Agreement”), by and between Ruthigen, Inc., a Delaware corporation (“Ruthigen”), and Oculus Innovative Sciences, Inc., a Delaware corporation (“Oculus” and, together with Ruthigen, the “Parties” and each, a “Party”), is made and entered into this 31st day of January 2014.
ContractPulmatrix, Inc. • March 28th, 2018 • Pharmaceutical preparations • New York
Common Units (Each Containing One Share of Common Stock and One Series A Warrant to Purchase One Share of Common Stock and One Series B Warrant to Purchase One Share of Common Stock)
SEPARATION AGREEMENTSeparation Agreement • August 8th, 2013 • Ruthigen, Inc. • Pharmaceutical preparations • California
This Separation Agreement (this “Agreement”), by and between Ruthigen, Inc., a Nevada corporation (“Ruthigen”), and Oculus Innovative Sciences, Inc., a Delaware corporation (“Oculus” and, together with Ruthigen, the “Parties” and each, a “Party”), is made and entered into as of August 2, 2013, and shall be effective as of the closing of the IPO (as defined herein) (the “Effective Date”).
AMENDMENT NO. 1 TO SHARED SERVICES AGREEMENTShared Services Agreement • February 24th, 2014 • Ruthigen, Inc. • Pharmaceutical preparations • California
This AMENDMENT NO. 1 (this “Amendment”) to the SHARED SERVICES AGREEMENT is made and entered into as of January 31, 2014 (the “Amendment Date”) and shall become effective upon the closing of an IPO. This Amendment amends that certain Shared Services Agreement dated as of May 23, 2013, as amended from time to time (the “Services Agreement”), by and between Ruthigen, Inc., a Delaware corporation (“Ruthigen”) and Oculus Innovative Sciences, Inc., a Delaware corporation (“Oculus”). Capitalized terms used and not defined herein shall have the meanings given to them in the Services Agreement.
License and Supply AgreementLicense and Supply Agreement • October 16th, 2013 • Ruthigen, Inc. • Pharmaceutical preparations • California
THIS LICENSE AND SUPPLY AGREEMENT (the “Agreement”) is executed as of the 23 day of May, 2013, shall become effective upon the closing of an IPO (as hereinafter defined) (the “Effective Date”), and is entered into by and between Ruthigen, Inc., a Nevada corporation (“Ruthigen”) and Oculus Innovative Sciences, Inc., a Delaware corporation (hereinafter referred to as “Oculus”). Oculus and Ruthigen are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
FORM OF WARRANT AGENT AGREEMENTWarrant Agent Agreement • February 24th, 2014 • Ruthigen, Inc. • Pharmaceutical preparations • New York
This Warrant Agent Agreement made as of [___________], 2014, is between Ruthigen, a Delaware corporation, with offices at 2455 Bennett Valley Rd., Suite C116, Santa Rosa, California 95404 (the “Company”), and VStock Transfer, LLC, with offices at 77 Spruce Street, Suite 201, Cedarhurst, New York (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 13th, 2015 • Ruthigen, Inc. • Pharmaceutical preparations • California
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 12, 2015, by and among Oculus Innovative Sciences, Inc., a Delaware corporation, with its principal place of business at 1129 N. McDowell Blvd., Petaluma, CA 94954 (the “Seller”), the investors listed on Schedule A hereto respective assignee(s) (collectively, the “Buyers”) and, solely with respect to Section 4 and 10 of this Agreement, Ruthigen, Inc., a Delaware corporation (the “Company”) and Dawson James Securities, Inc. (the “Underwriter”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • August 14th, 2015 • Pulmatrix, Inc. • Pharmaceutical preparations • New York
This SECURITIES ESCROW AGREEMENT (this “Agreement”) made as of the 12th day of June 2015, by and among Ruthigen, Inc. (“Parent”) whose address is 2455 Bennett Valley Road, Suite C116, Santa Rosa, CA 95404, Dr. Steven Gillis, as representative of the record owners of the outstanding shares of the common stock of Pulmatrix Inc. (the “Company”) immediately prior to the Effective Date (the “Pre-Merger Company Stockholder Representative”) and Collateral Agents LLC, as representative of the record and beneficial owners of the outstanding shares of common stock of Parent immediately prior to the Effective Date (the “Pre-Merger Parent Representative”) and VStock Transfer, LLC (the “Escrow Agent”) whose address is 18 Lafayette Place, Woodmere, NY 11598. Parent, the Pre-Merger Company Stockholder Representative and the Pre-Merger Parent Representative are sometimes referred to individually as a “Party” and collectively referred to as the “Parties.” Terms used in this Agreement with initial capit
SHARED SERVICES AGREEMENTShared Services Agreement • August 8th, 2013 • Ruthigen, Inc. • Pharmaceutical preparations • California
This SHARED SERVICES AGREEMENT (this “Agreement”) is dated May 23, 2013 (“Signature Date”), is made effective as of the Effective Date (defined below), and is entered into by and between Oculus Innovative Sciences, Inc., a Delaware corporation (“Oculus”), and Ruthigen, Inc., a Nevada corporation (“Ruthigen”). Oculus and Ruthigen are sometimes referred to herein collectively as the “Parties” and each individually as a “Party.”
AMENDED SEPARATION AGREEMENTAmended Separation Agreement • February 24th, 2014 • Ruthigen, Inc. • Pharmaceutical preparations • California
This Amended Separation Agreement (this “Agreement”), by and between Ruthigen, Inc., a Delaware corporation (“Ruthigen”), and Oculus Innovative Sciences, Inc., a Delaware corporation (“Oculus” and, together with Ruthigen, the “Parties” and each, a “Party”), is made and entered into as of January 31, 2014, and shall be effective as of the closing of the IPO (as defined herein) (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 2015 • Ruthigen, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (the “Agreement”), dated as of March 13, 2015, is made and entered into by and between Ruthigen, Inc. a Delaware corporation (“Ruthigen”) and Pulmatrix, a Delaware corporation (“Pulmatrix”) (collectively “Employer”) and Hojabr Alimi (“Employee” or “Alimi”).
LOCK-UP AGREEMENTEmployment Agreement • April 15th, 2015 • Ruthigen, Inc. • Pharmaceutical preparations
Reference is hereby made to that certain Employment Agreement (the “Employment Agreement”), of even date herewith, between Sameer Harish (“Harish”) and Ruthigen, Inc., a Delaware corporation (the “Company”), and its affiliates, pursuant to which, among other things, the Company shall grant to Harish at the Effective Time (as defined in the Employment Agreement) up to 355,000 restricted stock units (the “Shares”) pursuant to Ruthigen’s 2013 Employee, Director and Consultant Equity Incentive Plan (the “Plan”) and Restricted Stock Unit Award Grant Notice (the “Grant Notice”). Such Shares shall vest in accordance with the vesting schedule set forth in the Grant Notice and otherwise in accordance with the Plan and the Employment Agreement. Each date that a portion of the Shares vests is referred to herein as a “Vesting Date.” As used herein, “Vested Shares” refers to any Shares that have vested in accordance with the vesting schedule set forth above and in the Grant Notice and “Unvested Sha
CANCELLATION AGREEMENTCancellation Agreement • April 15th, 2015 • Ruthigen, Inc. • Pharmaceutical preparations • Delaware
This CANCELLATION AGREEMENT (this “Agreement”) is dated as of March 13, 2015 and is entered into by Ruthigen, Inc., a Delaware corporation (the “Company”), and Hojabr Alimi (the “Participant”). Terms used in this Agreement with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Ruthigen, Inc. 2013 Employee, Director, and Consultant Equity Incentive Plan (the “Plan”).
SERIES A WARRANT RUTHIGEN, inc.Ruthigen, Inc. • February 24th, 2014 • Pharmaceutical preparations • New York
THIS SERIES A WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 and on or prior to the close of business on the two (2) year anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ruthigen, Inc., a Delaware corporation (the “Company”), up to [*] shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”) and Series B Warrants to purchase up to [*] shares of Common Stock (“Series B Warrant”)[equal to the number of Warrants Shares]. The initial number of Warrant Shares and Series B Warrants shall be an amount to equal to the number of shares of Common Stock the Holder has purchased from the Company on the Issue Date (rounded (up or down) to the nearest whole Warrant Share). The purchase price of one s
Contract, and Commercialization Agreement • August 4th, 2017 • Pulmatrix, Inc. • Pharmaceutical preparations • Delaware
THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.
