SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 30th, 2021 • Jaguar Health, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 29, 2021, between Jaguar Health, 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 • November 29th, 2016 • Jaguar Animal Health, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 22, 2016, between Jaguar Animal Health, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
FORM OF UNDERWRITING AGREEMENT between JAGUAR ANIMAL HEALTH, INC. and AEGIS CAPITAL CORP., as Representative of the Several UnderwritersUnderwriting Agreement • April 17th, 2015 • Jaguar Animal Health, Inc. • Pharmaceutical preparations • New York
The undersigned, Jaguar Animal Health, Inc., a corporation formed under the laws of the State of Delaware (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 JAGUAR ANIMAL HEALTH, INC.Security Agreement • November 29th, 2016 • Jaguar Animal Health, 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 [ ][SIX MONTHS FOLLOWING THE ISSUE DATE] (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Jaguar Animal Health, 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).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • August 27th, 2014 • Jaguar Animal Health, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ · ], between Jaguar Animal Health, Inc., a Delaware corporation (the “Company”), and [ · ](“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2020 • Jaguar Health, Inc. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 24, 2020 (the “Execution Date”), is entered into by and between JAGUAR HEALTH, INC., a Delaware corporation (the “Company”), and OASIS CAPITAL, LLC, a Puerto Rico 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 that certain Equity Purchase Agreement by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
COMMON STOCK PURCHASE WARRANT JAGUAR ANIMAL HEALTH, INC.Common Stock Purchase Warrant • November 29th, 2016 • Jaguar Animal Health, 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 [ ][SIX MONTHS FOLLOWING THE ISSUE DATE] (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Jaguar Animal Health, 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 being issued by the Company as of the date hereof pursuant to Section A.2 of the Engagement Agreement, dated as of November 15, 2016 between the Company and Rodman & Renshaw, a unit of H
COMMON STOCK PURCHASE WARRANT JAGUAR ANIMAL HEALTH, INC.Securities Agreement • November 29th, 2016 • Jaguar Animal Health, 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 [ ][SIX MONTHS FOLLOWING THE ISSUE DATE] (the “Initial Exercise Date”) and on or prior to the close of business on the one (1) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Jaguar Animal Health, 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).
FORM OF UNDERWRITING AGREEMENT between JAGUAR ANIMAL HEALTH, INC. and AEGIS CAPITAL CORP., as Representative of the Several UnderwritersUnderwriting Agreement • January 26th, 2016 • Jaguar Animal Health, Inc. • Pharmaceutical preparations • New York
Aegis Capital Corp. As Representative of the several Underwriters named on Schedule 1 attached hereto 810 Seventh Avenue, 18th Floor New York, New York 10019
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • December 10th, 2021 • Jaguar Health, Inc. • Pharmaceutical preparations • New York
Jaguar Health, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Ladenburg Thalmann & Co. Inc. (the “Manager”) as follows:
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 14th, 2021 • Jaguar Health, Inc. • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE WARRANT JAGUAR HEALTH, INC.Security Agreement • October 5th, 2023 • Jaguar Health, 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 during the period (the “Exercise Period”) commencing on the Issuance Date (the “Initial Exercise Date”) and ending on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Jaguar Health, 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 AGREEMENTCommon Stock Purchase Agreement • June 9th, 2016 • Jaguar Animal Health, Inc. • Pharmaceutical preparations • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of June 8, 2016, by and between JAGUAR ANIMAL HEALTH, 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.
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 27th, 2014 • Jaguar Animal Health, Inc. • Pharmaceutical preparations • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 5th day of February, 2014, by and among Jaguar Animal Health, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 9th, 2016 • Jaguar Animal Health, Inc. • Pharmaceutical preparations • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 8, 2016, by and between JAGUAR ANIMAL HEALTH, 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”).
] SHARES OF COMMON STOCK, [ ] SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO [ ] SHARES OF COMMON STOCK) AND SERIES 1 WARRANTS EXERCISABLE INTO [ ] SHARES OF COMMON STOCK AND SERIES 2 WARRANTS EXERCISABLE INTO [ ] SHARES OF COMMON...Underwriting Agreement • July 18th, 2019 • Jaguar Health, Inc. • Pharmaceutical preparations • New York
The undersigned, Jaguar Health, Inc., a Delaware corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of Jaguar Health, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters, if any (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. 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.
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • April 17th, 2015 • Jaguar Animal Health, Inc. • Pharmaceutical preparations • Delaware
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 180 DAYS FOLLOWING THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT JAGUAR HEALTH, INC.Security Agreement • March 26th, 2019 • Jaguar Health, Inc. • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Ladenburg Thalmann & Co. Inc. 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 Termination Date (as defined in Section 5 below) but not thereafter, to subscribe for and purchase from Jaguar Health, 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 by the Company as of the date hereof pursuant to the Placement Agency Agreement, dated as of March , 2019, between the Company and the Holder.
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • March 26th, 2020 • Jaguar Health, Inc. • Pharmaceutical preparations • New York
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 24, 2020 (the “Execution Date”), by and between Jaguar Health, Inc., a Delaware corporation (the “Company”), and Oasis Capital, LLC, a Puerto Rico limited liability company (the “Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2019 • Jaguar Health, Inc. • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [·], 2019 (the “Execution Date”), is entered into by and between JAGUAR HEALTH, INC., a Delaware corporation (the “Company”), and [·], [a [·] company]/[ [ [·], an individual resident of [·]]] (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Securities Purchase Agreement by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 22nd, 2019 • Jaguar Health, Inc. • Pharmaceutical preparations • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of [·], 2019, (the “Execution Date”), is entered into by and between JAGUAR HEALTH, INC., a Delaware corporation, (the “Company”), and [[·], a [·] company]/[ [·], an individual resident of [·]] (the “Buyer”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • January 8th, 2019 • Jaguar Health, Inc. • Pharmaceutical preparations • Kansas
THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of January 7, 2019, is entered into by and between JAGUAR HEALTH, INC., a Delaware corporation (the “Company”), and OASIS CAPITAL, LLC, a Puerto Rico limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
Common Stock JAGUAR ANIMAL HEALTH, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 28th, 2014 • Jaguar Animal Health, Inc. • Pharmaceutical preparations • New York
Jaguar Animal Health, Inc., a corporation organized and existing under the laws of Delaware (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [·] shares (the “Firm Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”). The Company also proposes to issue and sell to the several Underwriters up to an additional [·] shares (the “Additional Shares”) of Common Stock at the option of the Underwriters as provided in Section 2(c) below. The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the “Shares”. BMO Capital Markets Corp. and Guggenheim Securities, LLC are acting as representatives (the “Representatives”) of the several Underwriters in connection with the offering and sale of the Shares contemplated herein (the “Offering”).
SECURITY AGREEMENTSecurity Agreement • June 3rd, 2019 • Jaguar Health, Inc. • Pharmaceutical preparations • Utah
THIS SECURITY AGREEMENT (this “Agreement”), dated as of May 28, 2019 (the “Effective Date”), is executed by Jaguar Health, Inc., a Delaware corporation (“Debtor”), in favor of Chicago Venture Partners, L.P., a Utah limited partnership (“Secured Party”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • April 1st, 2019 • Jaguar Health, Inc. • Pharmaceutical preparations • Kansas
THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of April 1, 2019, is entered into by and between JAGUAR HEALTH, INC., a Delaware corporation (the “Company”), and OASIS CAPITAL, LLC, a Puerto Rico limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
Royalty Interest Purchase AgreementRoyalty Interest Purchase Agreement • August 30th, 2022 • Jaguar Health, Inc. • Pharmaceutical preparations • Utah
This Royalty Interest Purchase Agreement (this “Agreement”), dated as of August 24, 2022, is entered into by and between Jaguar Health, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
JAGUAR HEALTH, INC. COMMON STOCK WARRANTWarrant Agreement • April 4th, 2019 • Jaguar Health, Inc. • Pharmaceutical preparations • Delaware
Holder is an “Accredited Investor” as that term is defined in Regulation D promulgated by the Securities and Exchange Commission. The term “Accredited Investor” under Regulation D refers to:
201 MISSION SAN FRANCISCO, CALIFORNIA OFFICE LEASE AGREEMENT BETWEEN CA-MISSION STREET LIMITED PARTNERSHIP, a Delaware limited partnership (“LANDLORD”) AND JAGUAR HEALTH, INC., a Delaware corporation (“TENANT”) SUITE 2375Office Lease Agreement • September 4th, 2018 • Jaguar Health, Inc. • Pharmaceutical preparations • California
THIS OFFICE LEASE AGREEMENT (this “Lease”) is entered into as of August 30, 2018 (the “Effective Date”), by and between CA-MISSION STREET LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and JAGUAR HEALTH, INC., a Delaware corporation (“Tenant”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 8th, 2021 • Jaguar Health, Inc. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 7, 2021 (the “Execution Date”), is entered into by and between JAGUAR HEALTH, INC., a Delaware corporation (the “Company”), and OASIS CAPITAL, LLC, a Puerto Rico 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 that certain First Amendment to the Equity Purchase Agreement by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified from time to time, the “Amendment”).
JAGUAR HEALTH, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Warrant Agent Warrant Agency Agreement Dated as of , 2019Warrant Agency Agreement • July 15th, 2019 • Jaguar Health, Inc. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of , 2019 (“Agreement”), between Jaguar Health, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 27th, 2018 • Jaguar Health, Inc. • Pharmaceutical preparations • Utah
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 21, 2018, is entered into by and between JAGUAR HEALTH, INC., a Delaware corporation (“Company”), and CHICAGO VENTURE PARTNERS, L.P., a Utah limited partnership, its successors and/or assigns (“Investor”).
ContractNote • March 27th, 2018 • Jaguar Health, Inc. • Pharmaceutical preparations • Utah
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 25th, 2019 • Jaguar Health, Inc. • Pharmaceutical preparations • New York
FINDER’S AGREEMENTFinder’s Agreement • May 26th, 2017 • Jaguar Animal Health, Inc. • Pharmaceutical preparations
This Finder’s Agreement is entered into this 9th day of April, 2010 by and among Luye Pharma Group Limited, a corporation headquartered at 137 Telok Ayer Street #05-05, Singapore 068602 and organized under the laws of Bermuda and its Affiliates, including specifically Shandong Luye Pharmaceutical Co. Ltd., headquartered at No. 9 Baoyuan Road, Laishan District, Yantai, Shandong, Peoples Republic of China 264003, organized under the laws of Peoples Republic of China (collectively, “Luye”) on the one hand and Napo Pharmaceuticals, Inc., a Delaware corporation, headquartered at 185 Berry Street, Suite 1300, China Basin Building, San Francisco, California 94107 USA (“Napo”) on the other hand.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 12th, 2018 • Jaguar Health, Inc. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 11, 2018 (the “Execution Date”), is entered into by and between JAGUAR HEALTH, INC., a Delaware corporation (the “Company”), and CHARLES CONTE, an individual resident of the State of New York (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Securities Purchase Agreement by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
