COMMON STOCK PURCHASE WARRANT SALARIUS PHARMACEUTICALS, INC.Common Stock Purchase Warrant • April 22nd, 2022 • Salarius Pharmaceuticals, 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 October 26, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October 26, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Salarius Pharmaceuticals, 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 16th, 2023 • Salarius Pharmaceuticals, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 11, 2023, between Salarius Pharmaceuticals, 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 • May 16th, 2023 • Salarius Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 11, 2023, between Salarius Pharmaceuticals, 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”).
INDENTURE Dated as of ______________ Debt SecuritiesIndenture • March 18th, 2016 • Flex Pharma, 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;
Flex Pharma, Inc. Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • January 20th, 2015 • Flex Pharma, Inc. • Pharmaceutical preparations • New York
transfer of Shares or Related Securities by will or intestate succession to the legal representative, heir or beneficiary, (iii) the transfer of Shares or Related Securities to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member, (iv) transfers or dispositions of the undersigned’s Shares or Related Securities to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which are held by the undersigned or any Family Member, (v) distributions of the undersigned’s Shares or Related Securities to limited partners, general partners, members, stockholders or other equityholders of the undersigned, provided that any such transfer or distribution shall not involve a disposition for value, (vi) by operation of law, including pursuant to a domestic order or negotiated divorce settlement or (vii) if the undersigned is a corporation, partnership, limited liability company, trust or othe
FLEX PHARMA, INC. INDEMNITY AGREEMENTIndemnification Agreement • January 13th, 2015 • Flex Pharma, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of [ , 2015], between Flex Pharma, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT SALARIUS PHARMACEUTICALS, INC.Pre-Funded Common Stock Purchase Warrant • May 16th, 2023 • Salarius Pharmaceuticals, 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 set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Salarius Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to 3,306,364 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).
and ________, as Warrant AgentPreferred Stock Warrant Agreement • April 24th, 2019 • Flex Pharma, Inc. • Pharmaceutical preparations • New York
This Preferred Stock Warrant Agreement (this “Agreement”), dated as of between Flex Pharma, 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”).
and ________, As Warrant AgentCommon Stock Warrant Agreement • April 24th, 2019 • Flex Pharma, Inc. • Pharmaceutical preparations • New York
between Flex Pharma, 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”).
and ________, as Warrant AgentWarrant Agreement • April 24th, 2019 • Flex Pharma, Inc. • Pharmaceutical preparations • New York
This Debt Securities Warrant Agreement (this “Agreement”), dated as of between Flex Pharma, 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”).
SERIES [A-1/A-2] COMMON STOCK PURCHASE WARRANT SALARIUS PHARMACEUTICALS, INC.Securities Agreement • May 16th, 2023 • Salarius Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS SERIES [A-1/A-2] 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 _____, 20__1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Salarius Pharmaceuticals, 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).
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • February 5th, 2021 • Salarius Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Salarius Pharmaceuticals, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with Ladenburg Thalmann & Co. Inc. (the “Manager”) as follows:
FLEX PHARMA, INC., Issuer AND [TRUSTEE], TrusteeIndenture • April 24th, 2019 • Flex Pharma, 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;
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT SALARIUS PHARMACEUTICALS, INC.Placement Agent Common Stock Purchase Warrant • May 16th, 2023 • Salarius Pharmaceuticals, 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November 16, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Salarius Pharmaceuticals, 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 letter, dated as of May 9, 2023, by and between the Company and H.C. Wainwright & Co., LLC.
WARRANT AGREEMENT DATED AS OF _____________Warrant Agreement • March 18th, 2016 • Flex Pharma, Inc. • Pharmaceutical preparations • New York
between FLEX PHARMA, 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 • October 28th, 2019 • Salarius Pharmaceuticals, Inc. • Pharmaceutical preparations • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of October 24, 2019 by and between SALARIUS PHARMACEUTICALS, 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.
14,614,541 SHARES of Common Stock of SALARIUS PHARMACEUTICALS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 8th, 2021 • Salarius Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 28th, 2019 • Salarius Pharmaceuticals, Inc. • Pharmaceutical preparations • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 24, 2019, by and between SALARIUS PHARMACEUTICALS, 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”).
4,461,209 SHARES OF COMMON STOCK OF SALARIUS PHARMACEUTICALS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 3rd, 2020 • Salarius Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The undersigned, Salarius Pharmaceuticals, Inc., a Delaware corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Salarius Pharmaceuticals, 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.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 23rd, 2024 • Salarius Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (the “Agreement”), dated as of February 20, 2024, between Salarius Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and David J. Arthur (“Indemnitee”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 29th, 2014 • Flex Pharma, Inc. • Pharmaceutical preparations • Delaware
This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 23rd day of July, 2014, by and among FLEX PHARMA, INC., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof, and the stockholders listed on Schedule B hereto, each of whom is referred to as a “Key Holder”.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 6th, 2017 • Flex Pharma, Inc. • Pharmaceutical preparations • Massachusetts
This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) between Flex Pharma, Inc. a Delaware corporation (the “Company”), and William McVicar, Ph.D. (the “Executive”) is effective as of August 1, 2017 (the “Effective Date”).
FLEX PHARMA, INC. 2015 EQUITY INCENTIVE PLAN OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Option Agreement • March 24th, 2015 • Flex Pharma, Inc. • Pharmaceutical preparations
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Flex Pharma, Inc. (the “Company”) has granted you an option under its 2015 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan.
PRUDENTIAL CENTER PRUDENTIAL TOWER BOSTON, MASSACHUSETTS Lease Dated January 27, 2017Lease Agreement • February 2nd, 2017 • Flex Pharma, Inc. • Pharmaceutical preparations • Massachusetts
THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in the building known as the Prudential Tower, Boston, Massachusetts 02199.
SALARIUS PHARMACEUTICALS, LLC RESTRICTED UNIT AWARD AGREEMENTRestricted Unit Award Agreement • February 14th, 2019 • Flex Pharma, Inc. • Pharmaceutical preparations • Texas
THIS RESTRICTED UNIT AWARD AGREEMENT (this “Agreement”) is dated as of January 21, 2017 (the “Grant Date”), by and between Salarius Pharmaceuticals, LLC, a Delaware limited liability company (the “Company”), and Scott Jordan (the “Grantee”).
LICENSE AGREEMENTLicense Agreement • August 3rd, 2016 • Flex Pharma, Inc. • Pharmaceutical preparations
This License Agreement (“Agreement”) dated this 1st day of May 2014, by and between Flex Pharma, Inc., a Massachusetts Corporation, with an office at 800 Boylston Street, 24th Floor, Boston, Massachusetts 02199 (hereinafter “FLEX”) and ECLDS, LLC, a limited liability company with an office located at Two International Place, Floor 23, Boston, Massachusetts 02110 (hereinafter “ECLDS”):
LOCK-UP AGREEMENTLock-Up Agreement • January 4th, 2019 • Flex Pharma, Inc. • Pharmaceutical preparations • Delaware
In connection with the proposed acquisition of Salarius Pharmaceuticals LLC (“Salarius”) by Flex Pharma, Inc. (“Flex”) whereby Falcon Acquisition Sub, LLC, a wholly-owned subsidiary of Flex, will merge with and into Salarius (the “Merger”), and in consideration of Salarius proceeding with the Merger as contemplated by the Agreement and Plan of Merger dated January 3, 2019 (the “Merger Agreement”), the receipt and sufficiency of such consideration being hereby acknowledged and accepted, and in order to induce Salarius to close the Merger, the undersigned (“Securityholder”), a holder of common units, profits interest common units and/or Series A preferred units of Salarius (collectively, “Salarius Securities”) who or that will receive shares of Flex’s Common Stock in exchange for his, her or its Salarius Securities in connection with the Merger hereby agrees with Salarius as follows:
SALARIUS PHARMACEUTICALS, LLC MANAGER AGREEMENTManager Agreement • February 14th, 2019 • Flex Pharma, Inc. • Pharmaceutical preparations • Delaware
This Manager Agreement (this “Agreement”) is made effective as of January 21, 2017 (the “Effective Date”) by and between Salarius Pharmaceuticals, LLC, a Delaware limited liability company (the “Company”) and Sunil Sharma (the “Manager”).
FOUNDERS AGREEMENTFounders Agreement • December 29th, 2014 • Flex Pharma, Inc. • Pharmaceutical preparations • Massachusetts
On behalf of a new Delaware corporation to be formed, which we intend to call “Flex Pharma, Inc.” (the “Company”), I am pleased to offer to each of you (collectively, the “Scientific Founders”) shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company. The terms on which you would be issued the Common Stock, our agreements regarding such Common Stock, the transfer of intellectual property to the Company and your respective roles with the Company are set forth below.
AGREEMENT AND PLAN OF MERGER among FLEX PHARMA, INC., FALCON ACQUISITION SUB, LLC, and SALARIUS PHARMACEUTICALS, LLC Dated as of January 3, 2019Merger Agreement • January 4th, 2019 • Flex Pharma, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of January 3, 2019 by and among Flex Pharma, Inc., a Delaware corporation (“Parent”), Falcon Acquisition Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), and Salarius Pharmaceuticals, LLC, a Delaware limited liability company (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 1st, 2018 • Flex Pharma, Inc. • Pharmaceutical preparations • Massachusetts
This AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (the “Amendment”) between Flex Pharma, Inc., a Delaware corporation (the “Company”), and John McCabe (the “Executive”) is effective as of June 20, 2018 (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Employment Agreement (as defined below).
PATENT ASSIGNMENT AGREEMENTPatent Assignment Agreement • December 29th, 2014 • Flex Pharma, Inc. • Pharmaceutical preparations
This PATENT ASSIGNMENT AGREEMENT is dated as of March 20, 2014 (this “Assignment”), by RODERICK MACKINNON, DONALD MACKINNON, and BRUCE BEAN, individuals residing at 504 East 63rd Street, Apt 33M, New York, NY 10065, 305 East 85th St. Apt 17A, New York, NY 10028, and 20 Locke Road, Waban, MA 02468 respectively (collectively “Assignors”), and FLEX PHARMA, INC., with offices at Prudential Tower, 800 Boylston Street, c/o Longwood Fund, Boston, MA 02199 (“Assignee”).
ROYALTY AGREEMENTRoyalty Agreement • December 29th, 2014 • Flex Pharma, Inc. • Pharmaceutical preparations • Massachusetts
THIS ROYALTY AGREEMENT (the “Agreement”) is entered into as of March 20, 2014 (the “Effective Date”), by and between FLEX PHARMA, INC., a Delaware corporation, having offices at Prudential Tower, 800 Boylston Street, c/o Longwood Fund, Boston, MA 02199 (the “Company”), Bruce Bean, an individual with an address of 20 Locke Road, Waban, MA 02468 (“Bean”), Donald MacKinnon, an individual with an address of 305 East 85th St. Apt 17A, New York, NY 10028 (“D. MacKinnon”), Roderick MacKinnon, an individual with an address of 504 East 63rd Street, Apt 33M, New York, NY 10065 (“R. MacKinnon,” and together with Bean and D. MacKinnon, the “Scientific Founders”) and Christoph Westphal, an individual with an address of 17 Hawes Street, Brookline, MA 02446 (“Westphal,” and together with the Scientific Founders, the “Founders”). Each of Company, Bean, D. MacKinnon, R. MacKinnon and Westphal may be referred to in this Agreement as a “Party” and collectively as the “Parties.”
LICENSE AGREEMENTLicense Agreement • December 29th, 2014 • Flex Pharma, Inc. • Pharmaceutical preparations
This License Agreement (“Agreement”) dated this 1st day of May 2014, by and between Flex Pharma, Inc., a Massachusetts Corporation, with an office at 800 Boylston Street, 24th Floor, Boston, Massachusetts 02199 (hereinafter “FLEX”) and ECLDS, LLC, a limited liability company with an office located at Two International Place, Floor 23, Boston, Massachusetts 02110 (hereinafter “ECLDS”):
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 14th, 2019 • Flex Pharma, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), is entered into as of February 05, 2019 and effective as of December 15, 2018 (the “Effective Date”), by and between Salarius Pharmaceuticals, LLC, a Delaware limited liability company (the “Company”), and David J. Arthur (the “Executive”), an individual residing at the address set forth on the signature page below.
