SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 19th, 2023 • Genprex, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 18, 2023, between Genprex, 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 • May 10th, 2018 • Genprex, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 6, 2018, between Genprex, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
GENPREX, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 8th, 2017 • Genprex, Inc. • Pharmaceutical preparations • New York
Genprex, Inc., a corporation organized and existing under the laws of State of Delaware (the “Company”), proposes to issue and sell to the purchasers, pursuant to the terms and conditions of this Underwriting Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreement”) entered into with the purchasers identified therein (each a “Purchaser” and collectively, the “Purchasers”), a minimum amount (the “Minimum Amount”) of shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company up to a maximum amount (the “Maximum Amount”) of shares of Common Stock (the “Securities”) pursuant to a Registration Statement on Form S-1 declared effective by the United States Securities and Exchange Commission (the “Commission”). The Company hereby confirms its agreement with Network 1 Financial Securities, Inc. (“Network 1” or the “Underwriter”) concerning the purchase and sale of the Securities as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 22nd, 2019 • Genprex, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 20, 2019, between Genprex, 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”).
GENPREX, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20__ Debt SecuritiesIndenture • September 16th, 2019 • Genprex, Inc. • Pharmaceutical preparations • New York
Whereas, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
PRE-FUNDED COMMON STOCK PURCHASE WARRANT GENPREX, INC.Pre-Funded Common Stock Purchase Warrant • March 20th, 2024 • Genprex, Inc. • Pharmaceutical preparations
THIS PRE-FUNDED 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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Genprex, 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 GENPREX, INC.Common Stock Purchase Warrant • July 19th, 2023 • Genprex, 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 21, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Genprex, 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 20th, 2024 • Genprex, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 19, 2024, between Genprex, 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”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT GENPREX, INC.Placement Agent Common Stock Purchase Warrant • March 20th, 2024 • Genprex, Inc. • 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 hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 19, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Genprex, 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 that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of February 1, 2024.
Genprex, Inc.Placement Agent Agreement • February 9th, 2021 • Genprex, Inc. • Pharmaceutical preparations • New York
Genprex, Inc. Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: November 18, 2022Equity Distribution Agreement • November 18th, 2022 • Genprex, Inc. • Pharmaceutical preparations • New York
INDEMNITY AGREEMENTIndemnification Agreement • September 8th, 2017 • Genprex, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of , 20 , is made by and between Genprex, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 9th, 2021 • Genprex, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 8, 2021, and is between Genprex, Inc, a corporation incorporated under the laws of the state of Delaware (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • May 10th, 2018 • Genprex, 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 the earlier of (a) the six-month anniversary of the Closing Date and (b) the effective date of a Registration Statement registering the resale of the Warrant Shares by the Holder (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date,” provided, that, if such Termination Date is not a Trading Day, the Termination Date shall be the next Trading Day thereafter) but not thereafter, to subscribe for and purchase from Genprex, 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 t
Form of Underwriter’s Warrant Agreement]Underwriter’s Warrant Agreement • October 10th, 2017 • Genprex, Inc. • Pharmaceutical preparations • Texas
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS SIX MONTHS FROM THE CLOSING DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE (AS DEFINED BELOW) OF THE OFFERING].
GENPREX, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 10th, 2017 • Genprex, Inc. • Pharmaceutical preparations • New York
Genprex, Inc., a corporation organized and existing under the laws of State of Delaware (the “Company”), proposes to issue and sell to the purchasers, pursuant to the terms and conditions of this Underwriting Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreement”) entered into with the purchasers identified therein (each a “Purchaser” and collectively, the “Purchasers”), a minimum amount (the “Minimum Amount”) of 2,500,000 shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company up to a maximum amount (the “Maximum Amount”) of 4,500,000 shares of Common Stock (the “Securities”) pursuant to a Registration Statement on Form S-1 declared effective by the United States Securities and Exchange Commission (the “Commission”). The Company hereby confirms its agreement with Network 1 Financial Securities, Inc. (“Network 1” or the “Underwriter”) concerning the purchase and sale of the Secu
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 23rd, 2020 • Genprex, Inc. • Pharmaceutical preparations • Texas
This Executive Employment Agreement (the “Agreement”) is entered into between Genprex, Inc. (“Company”) and Catherine Vaczy (“Employee”). This Agreement is effective as of the effective date provided below (“Effective Date”).
GENPREX, INC. AMENDED AND RESTATED UNDERWRITING AGREEMENTUnderwriting Agreement • December 12th, 2017 • Genprex, Inc. • Pharmaceutical preparations • New York
Genprex, Inc., a corporation organized and existing under the laws of State of Delaware (the “Company”), agrees, subject to the terms and conditions of this agreement (this “Agreement”) to issue and sell to Network 1 Financial Securities, Inc. (“Network 1” or the “Underwriter”) an aggregate of one million three hundred thousand (1,300,000) shares of common stock (the “Firm Shares”), par value $0.001 per share, of the Company (the “Common Stock”). At the option of the Underwriter, the Company agrees, subject to the terms and conditions herein, to issue and sell up to an aggregate of 195,000 additional shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are herein referred to collectively as the “Securities”.
Genprex, Inc. Health Discovery BuildingPlacement Agent Agreement • February 20th, 2020 • Genprex, Inc. • Pharmaceutical preparations • New York
GENPREX, INC. WARRANT AGREEMENT August 10, 2020Warrant Agreement • November 12th, 2020 • Genprex, Inc. • Pharmaceutical preparations • Delaware
THIS CERTIFIES THAT, for value received, Capital City Technical Consulting, Inc. or its successors and permitted assigns pursuant to the terms hereof (the “Warrantholder”), is entitled to purchase from Genprex, Inc., a Delaware corporation (the “Company”), subject to the terms set forth below, fifty thousand (50,000) fully paid and non-assessable shares (subject to adjustment as provided herein) (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $[3.81] in cash per Warrant Share (the “Exercise Price”), subject to the provisions and upon the terms and conditions hereinafter set forth. The term “Warrant Agreement” as used herein shall refer to this Warrant Agreement, as the same may be amended or amended and restated.
PATENT AND TECHNOLOGY LICENSE AGREEMENTPatent and Technology License Agreement • August 18th, 2017 • Genprex, Inc. • Pharmaceutical preparations • Texas
THIS AGREEMENT (“AGREEMENT”) is made by and between the BOARD OF REGENTS (“BOARD”) of THE UNIVERSITY OF TEXAS SYSTEM (“SYSTEM”), an agency of the State of Texas, whose address is 201 West 7th Street, Austin, Texas 78701, THE UNIVERSITY OF TEXAS M.D. ANDERSON CANCER CENTER (“MDA”), a component institution of the SYSTEM and INTRON THERAPEUTICS, INC., a Texas corporation having a principal place of business located at 301 Congress, Suite 2025, Austin, Texas 78701 (“LICENSEE”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • July 18th, 2023 • Genprex, Inc. • Pharmaceutical preparations
This Exclusive License Agreement (“Agreement”) is made and entered into as of as of the date of the last signature to this Agreement (“Effective Date”), by and between the University of Pittsburgh – Of the Commonwealth System of Higher Education, a non-profit corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with an office at 1st Floor Gardner Steel Conference Center, 130 Thackeray Avenue, Pittsburgh, Pennsylvania 15260 (“University”), and Genprex, Inc., a Delaware corporation, with its principal business at 3300 Bee Cave Road, Suite 650-227, Austin, Texas 78746 (“Licensee”).
GENPREX, INC. WARRANT AGREEMENT Effective as of December 17, 2015Warrant Agreement • August 18th, 2017 • Genprex, Inc. • Pharmaceutical preparations • Delaware
THIS CERTIFIES THAT, for value received, DABS Advanced Biotech Solutions, LLC, or its successors and permitted assigns pursuant to the terms hereof (the “Warrantholder”), is entitled to purchase from Genprex, Inc., a Delaware corporation (the “Corporation”), subject to the terms set forth below, 15,365 fully paid and non-assessable shares (subject to adjustment as provided herein) (the “Warrant Shares”) of the Corporation’s Non-Voting Common Stock, par value $0.001 per share (the “Non-Voting Common Stock”), at a purchase price of $32.54 in cash per Warrant Share (the “Exercise Price”), subject to the provisions and upon the terms and conditions hereinafter set forth. The term “Warrant Agreement” as used herein shall refer to this Warrant Agreement, as the same may be amended or amended and restated.
AMENDED AND RESTATED ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • September 22nd, 2017 • Genprex, Inc. • Pharmaceutical preparations • New York
This ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of this [ ] day of September 2017, by and among GENPREX, INC., a Delaware corporation (the “Company”), having an address at 100 Congress Avenue, Suite 2000, Austin, Texas 78701, NETWORK 1 FINANCIAL SECURITIES, INC., a New Jersey corporation (the “Underwriter”), having an address at The Galleria, Penthouse, 2 Bridge Avenue, Building 2, Red Bank, NJ 07701, and SIGNATURE BANK (the “Escrow Agent”), a New York State chartered bank, having an office at 565 Fifth Avenue, 12th Floor, New York, New York 10017. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Preliminary Prospectus, dated September 8, 2017, of the Company, including all attachments, schedules and exhibits thereto (the “Prospectus”) included in Registration Statement on Form S-1 (File No. 333-219386).
GENPREX, INC. AMENDED AND RESTATED WARRANT AGREEMENT Effective Date: August 10, 2020 (the “Effective Date”) Effective date of Original Warrant: December 17, 2015Warrant Agreement • March 26th, 2021 • Genprex, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Warrant Agreement”) amends, restates and replaces in its entirety that Warrant Agreement effective as of December 17, 2015, by and between Genprex, Inc. and DABS Advanced Biotech Solutions, LLC, which became exercisable 18 months after December 17, 2015 (the “Original Warrant”). Upon the execution of this Warrant Agreement on behalf of Genprex, Inc. and on behalf of DABS Advanced Biotech Solutions, LLC, the Original Warrant is terminated and cancelled hereby, effective as of the Effective Date set forth above, and replaced in its entirety by this Warrant Agreement.
GENPREX, INC. Amendment No. 1 to Stock Option AgreementStock Option Agreement • March 24th, 2020 • Genprex, Inc. • Pharmaceutical preparations • Delaware
This Amendment No. 1 to Stock Option Agreement (this “Amendment”) is made as of March 18, 2020 (the “Effective Date”) by and between Genprex, Inc., a Delaware corporation (the “Company”), and David Friedman (the “Optionee”). Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Company’s 2018 Equity Incentive Plan (the “Plan”) and the Option Agreement (as defined below) with respect to the Option (as defined below), each of which is made a part of this document.
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 12th, 2022 • Genprex, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of May 17, 2022 by and between Genprex, 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.
COMMON STOCK PURCHASE WARRANT GENPREX, INC.Common Stock Purchase Warrant • March 20th, 2024 • Genprex, 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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Genprex, 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).
GENPREX, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • September 22nd, 2017 • Genprex, Inc. • Pharmaceutical preparations • New York
This Subscription Agreement (this “Subscription Agreement”) is dated , 2017, by and between the undersigned identified on the Signature Page hereto (the “Investor”) and Genprex, Inc., a Delaware corporation (the “Company”).
MASTER SERVICE AGREEMENTMaster Service Agreement • March 29th, 2018 • Genprex, Inc. • Pharmaceutical preparations • New York
THIS MASTER SERVICE AGREEMENT is made and entered into as of this 9th day of March 2018 (the “Effective Date”), by and between 360 East 88th Street, Unit 2A, New York, NY 10128, and Genprex, Inc, a Delaware Corporation having offices at 100 Congress Avenue, Suite 2000, Austin, TX 78701 (the “Company”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement • June 24th, 2024 • Genprex, Inc. • Pharmaceutical preparations • New York
THIS SEPARATION AGREEMENT AND RELEASE (including all schedules and exhibits, collectively, this “Agreement”) is made and entered into as of June 21, 2024 (the “Execution Date”), by and among, Genprex, Inc., a Delaware corporation (and together with its wholly-owned and majority-owned subsidiaries, “Genprex” or the “Company”) and Catherine Vaczy (“Vaczy” and together with Genprex, collectively the “Parties” with each being a “Party”).
TECHNOLOGY SUBLICENSE AGREEMENTTechnology Sublicense Agreement • August 18th, 2017 • Genprex, Inc. • Pharmaceutical preparations
This Sublicense Agreement (“Agreement”) is made effective this 7th day of March, 2007, by and between Introgen Therapeutics, Inc., a Delaware corporation (“Sublicensor”), and Introgen Research Institute, Inc., a Texas corporation (“Sublicensee”).
ASSIGNMENT AND COLLABORATION AGREEMENTAssignment and Collaboration Agreement • August 18th, 2017 • Genprex, Inc. • Pharmaceutical preparations
This Assignment and Collaboration Agreement (“Agreement”) is made effective on the 13th day of April 2009, by and between Assignor and Assignee. For purposes hereof, capitalized terms herein have the meanings set forth on Annex A hereto.
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 25th, 2021 • Genprex, Inc. • Pharmaceutical preparations • Texas
This First Amendment (the “Amendment”) to the Employment Agreement is dated as of March 24, 2021 and effective as of March 19, 2021 (the “Amendment Effective Date”) and is entered into by and between Genprex, Inc., a Delaware corporation (the “Company”) and Catherine Vaczy (the “Employee”). All capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Employment Agreement (as defined herein).
SEPARATION AGREEMENTSeparation Agreement • April 28th, 2020 • Genprex, Inc. • Pharmaceutical preparations • Texas
This Separation Agreement (the “Agreement”) is entered into by and between Genprex, Inc. (the “Company”) and Julien L. Pham (the “Employee”), as of the date signed by Employee below. This Agreement sets forth the mutual agreement of the Company and Employee regarding Employee’s separation from employment.
