SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 30th, 2017 • Accelerated Pharma, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of January 30, 2017, by and between ACCELERATED PHARMA, INC., a Delaware corporation, with headquarters located at 36 Church Lane, Westport, CT 06880 (the "Company"), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 190, New York, NY 10022 (the "Buyer").
COMMON STOCK PURCHASE WARRANT ACCELERATED PHARMA, INC.Security Agreement • June 30th, 2017 • Accelerated Pharma, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, , with an address of , Fax: , 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 close of business on the sixty month anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ACCELERATED PHARMA, 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 ACCELERATED PHARMA, INC.Securities Agreement • October 11th, 2016 • Accelerated Pharma, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [______], or its registered assigns (the “Holder”), 1109 East 22nd Street, Brooklyn, NY 11210, 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 close of business on the three (5) year anniversary of the Initial Exercise Date (the “Termination Date”) to subscribe for and purchase from ACCELERATED PHARMA, INC., a Delaware corporation (the “Company”), up to [______] Shares (as subject to adjustment hereunder. the “Warrant Shares”) of Common Stock: provided, however, in the event that the number of shares of Common Stock reserved for the issuance of the Warrant Shares is less than the maximum number of Warrant Shares issuable upon exercise of this Warrant, the Termination Date shall be tolled and extended until and to the extent that the Company has
SECURED CONVERTIBLE NOTE DUE NOVEMBER 8, 2016Convertible Security Agreement • October 11th, 2016 • Accelerated Pharma, Inc. • Pharmaceutical preparations • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of ACCELERATED PHARMA, INC., a Delaware corporation, (the “Borrower”), having its principal place of business at 15W155 81” Street, Burr Ridge, IL 60527, Fax: (630) 325-4179, due November 8, 2016 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 11th, 2016 • Accelerated Pharma, Inc. • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of November 6, 2015, between Accelerated Pharma, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 30th, 2017 • Accelerated Pharma, Inc. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 29, 2017, by and among Accelerated Pharma, Inc., a Delaware corporation (the "Company"), and the investors listed on the Schedule of Purchasers attached hereto (each, a "Purchaser" and collectively, the "Purchasers").
Accelerated Pharma, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • October 11th, 2016 • Accelerated Pharma, Inc. • Pharmaceutical preparations • New York
The undersigned, Accelerated Pharma, Inc., a Delaware corporation (the "Company"), hereby confirms its agreement (this "Agreement"), subject to the terms and conditions set forth herein, with each of the underwriters listed on Schedule A hereto (collectively, the "Underwriters"), for whom Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC is acting as Representatives (in such capacity, the "Representatives") to issue and sell to the Underwriters an aggregate of [●] shares ("Shares") of common stock, par value $0.0001 per share, of the Company ("Common Stock"). The offering and sale of securities contemplated by this Agreement is referred to herein as the "Offering." It is further understood that the Representatives will act as Representatives for the Underwriters in the offering and sale of the Shares in accordance with an Agreement Among Underwriters entered into by Representatives and the several other Underwriters.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 11th, 2016 • Accelerated Pharma, Inc. • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of December 23, 2014, between Accelerated Pharma, Inc., a Delaware corporation (the “Company”). and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 11th, 2016 • Accelerated Pharma, Inc. • Pharmaceutical preparations • Connecticut
This EMPLOYMENT AGREEMENT (the “Agreement”) is dated and entered into as of June 10, 2016 by and between Accelerated Pharma, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Randy S. Saluck (the “Executive”).
ACCELERATED PHARMA, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 26th, 2017 • Accelerated Pharma, Inc. • Pharmaceutical preparations • New York
FORM OF PLACEMENT AGENT AGREEMENT January 17, 2019Placement Agent Agreement • July 24th, 2019 • Accelerated Pharma, Inc. • Pharmaceutical preparations
This Placement Agent Agreement (“Agreement”) is made by and between Accelerated Pharma, Inc., a Delaware corporation (the “Company”), and ______________ , each a “Placement Agent” and collectively, the “Placement Agents”), as of the date set forth on the signature page hereto. The Company hereby engages __________ to serve as a Placement Agent, among other Placement Agents to assist the Company and its management in a non-exclusive capacity in arranging an offering (the “Offering”) of a total of 750,000 Units at an offering price of $4.00 per unit, each Unit consisting of one (1) share of Common Stock (the “Shares” or “Common Stock”) and one (1) Class A Warrant (the “Warrants”) exercisable to purchase one (1) additional for a period of five (5) years at $4.40. The Shares and Warrants are sometimes referred to as the “Securities.” The Offering will be made and is subject to a registration statement (the “Registration Statement”) on Form S-1 filed with the United States Securities and Ex
CLASS A COMMON STOCK PURCHASE WARRANT ACCELERATED PHARMA, INC.Security Agreement • July 24th, 2019 • Accelerated Pharma, Inc. • Pharmaceutical preparations • Delaware
THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________________, with an address located at ___________________ 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 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 Accelerated Pharma, Inc., a Delaware corporation with offices located at 15W155 81st Street, Burr Ridge, IL 60527 (the “Company”), up to ___________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stocks. 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).
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • June 30th, 2017 • Accelerated Pharma, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AGENCY AGREEMENT (this “Agreement”) is dated [ ], 2017, between Accelerated Pharma, Inc., a Delaware corporation (the “Company”), and VStock Transfer, LLC, acting as warrant agent (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 30th, 2017 • Accelerated Pharma, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 29, 2017, between Accelerated Pharma, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
AMENDED PRIVATE SECURITIES PURCHASE AND ASSIGNMENT AGREEMENTPrivate Securities Purchase and Assignment Agreement • November 6th, 2019 • Accelerated Pharma, Inc. • Pharmaceutical preparations • New York
This PRIVATE SECURITIES PURCHASE AND ASSIGNMENT AGREEMENT (the “Agreement”), dated as of January 17, 2019, is by and between Alpha Capital Anstalt (“Alpha”), organized under the laws of Liechtenstein, with offices located at Lettstrasse 32, 9490 Vaduz, Liechtenstein and Brio Capital Master Fund Ltd (“Brio”), organized under the laws of the Cayman Islands with offices located at 100 Merrick Road, Suite 401, W. Rockville Center, NY 11570 (each of Alpha and Brio may be referred to collectively, as the “Purchasers” and individually, as a “Purchaser”), on the one hand, and Firstfire Global Opportunities Fund, LLC (“Firstfire”), a New York limited liability company, with offices at 1040 First Avenue, Suite 190, New York, NY 10022 and Efrat Investments LLC, a Delaware limited liability company with offices located at 54 Lenox Avenue, Clifton NJ 07014 (“Efrat”), on the other hand, and Accelerated Pharma, Inc., a Delaware corporation with offices located at 15W155 81st Street, Burr Ridge, IL 60
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 2nd, 2016 • Accelerated Pharma, Inc. • Pharmaceutical preparations • New York
· Collectively, the Company executed Securities Purchase Agreement Security Agreement, Notes, and Warrants are referred to as "Company Documents"; and
SEVENTH AMENDMENT, WAIVER AND CONSENTSecurities Purchase Agreement • December 2nd, 2016 • Accelerated Pharma, Inc. • Pharmaceutical preparations
This Seventh Amendment, Waiver and Consent (“Seventh Consent”), is made and entered into as of December 1, 2016, by and among Accelerated Pharma, Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (each a “Purchaser” and collectively, “Purchasers”). Capitalized terms used but not defined herein will have the meanings assigned to them in the Securities Purchase Agreements and Transaction Documents (as defined below). Capitalized terms defined herein shall be incorporated in the Transaction Documents, as appropriate.
Amended Securities Exchange Agreement by and between Accelerated Pharma, Inc. and Certain Holders of Convertible Notes (Attached as Schedule A hereto) Dated: January 17, 2019Securities Exchange Agreement • July 24th, 2019 • Accelerated Pharma, Inc. • Pharmaceutical preparations • Colorado
This SECURITIES EXCHANGE AGREEMENT dated as of January 17, 2019 (this “Exchange Agreement”) between Accelerated Pharma, Inc., a Delaware corporation with offices located at 15W155 81st Street, Burr Ridge, IL 60527 (the “Company”), on the one hand, and certain persons and entities who are holders of convertible notes (the Notes”) issued by the Company as set forth on Exhibit A hereto (collectively, the “Holders”), on the other hand. The Company and the Holders are sometimes referred to individually, as a “Party” and collectively, as the “Parties.”
Amended Bridge Debt Financing AgreementBridge Debt Financing Agreement • October 21st, 2019 • Accelerated Pharma, Inc. • Pharmaceutical preparations
This Amended Bridge Debt Financing Agreement, dated as of this 1st day of June 1, 2019 (the “Agreement”), effective as of November 1, 2018, is by and between Accelerated Pharma, Inc., a Delaware corporation with offices located at 15W155 81st Street, Burr Ridge, IL 60507 (the “Borrower”), on the one hand, and one or more lenders whose signature are attached on Schedule A hereto, (each a “Lender” and collectively, the “Lenders).
FORM OF NOTE EXTENSION AGREEMENTNote Extension Agreement • January 25th, 2019 • Accelerated Pharma, Inc. • Pharmaceutical preparations
This Note Extension Agreement (“Extension Agreement”), is made and entered into effective as of October 8, 2018 (the “Effective Date”), by and among Accelerated Pharma, Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (each a “Note Holder” and collectively, the “Note Holders”). The Company and the Note Holders are sometimes referred to individually, as a “Party” and collectively, as the “Parties.”
ContractFounder Share Assignment Agreement • July 24th, 2019 • Accelerated Pharma, Inc. • Pharmaceutical preparations • New York
This FOUNDER SHARE ASSIGNEMENT AGREEMENT dated as of January 17, 2019 (the “Agreement”) between Accelerated Pharma, Inc., a Delaware corporation with offices located at 15W155 81st Street, Burr Ridge, IL 60527 (the “Company”) and Michael Fonstein, Dmitry Prudnikov and Ekaterina Nikolaevskaya, each a founder of the Company (individually, a “Founder” and collectively, the “Founders”) on the one hand, and certain persons and entities who are holders of convertible notes issued by the Company as set forth on Exhibit A hereto (each a “Holder and collectively, the “Holders”), on the other hand. The Company, Founders and the Holders are sometimes referred to individually, as a “Party” and collectively, as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 2nd, 2016 • Accelerated Pharma, Inc. • Pharmaceutical preparations • Delaware
· Collectively, the Company executed Securities Purchase Agreement Security Agreement, Notes, and Warrants are referred to as "Company Documents"; and
AMENDED NOTE EXTENSION AGREEMENTNote Extension Agreement • October 21st, 2019 • Accelerated Pharma, Inc. • Pharmaceutical preparations
This Amended Note Extension Agreement (“Amended Extension Agreement”), is made and entered into this 30th day of May 2019, effective as of January 30, 2019 (the “Effective Date”), by and among Accelerated Pharma, Inc., a Delaware corporation (the “Company”), and the parties (each a “Note Holder” and collectively, the “Note Holders”) identified on the Note Holder Conversion Schedule attached hereto. The Company and the Note Holders are sometimes referred to individually, as a “Party” and collectively, as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 2nd, 2016 • Accelerated Pharma, Inc. • Pharmaceutical preparations • Delaware
· Collectively, the Company executed Securities Purchase Agreement Security Agreement, Notes, and Warrants are referred to as "Company Documents"; and
THIRD AMENDMENT, WAIVER AND CONSENTSecurities Purchase Agreement • October 11th, 2016 • Accelerated Pharma, Inc. • Pharmaceutical preparations
This Third Amendment, Waiver and Consent (“Third Consent”) is made and entered into as of March ___, 2016, by and among Accelerated Pharma, Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (each a “Prior Purchaser” and collectively, “Prior Purchasers”). Capitalized terms used but not defined herein will have the meanings assigned to them in the Securities Purchase Agreements and Transaction Documents (as defined below). Capitalized terms defined herein shall be incorporated in the Transaction Documents, as appropriate.
ACCELERATED PHARMA, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 28th, 2017 • Accelerated Pharma, Inc. • Pharmaceutical preparations • New York
ACCELERATED PHARMA, INC. Series A Preferred Stock Purchase WarrantSeries a Preferred Stock Purchase Warrant • October 11th, 2016 • Accelerated Pharma, Inc. • Pharmaceutical preparations
THIS CERTIFIES THAT, for value received, TALLIKUT PHARMACEUTICALS, INC. (the “Holder”), is entitled to subscribe for and purchase, at the Exercise Price (as defined below), from Accelerated Pharma, Inc., a Delaware corporation (the “Company”), shares of the Company’s Series A Convertible Preferred Stock, par value $0.00001 (the “Preferred Stock”), at any time prior to 5:00 p.m., New York time, on February 19, 2021 (the “Warrant Exercise Term”).
AMENDMENT, WAIVER AND CONSENTAmendment, Waiver and Consent • October 11th, 2016 • Accelerated Pharma, Inc. • Pharmaceutical preparations
This Amendment, Waiver and Consent (“Consent”) is made and entered into as of May 8, 2015, by and among Accelerated Pharma, Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (each a “Purchaser” and collectively, “Purchasers”). Capitalized terms used but not defined herein will have the meanings assigned to them in the Securities Purchase Agreements (as defined below).
AMENDED AND RESTATED FIFTH AMENDMENT, WAIVER AND CONSENTAmended and Restated Fifth Amendment, Waiver and Consent • December 2nd, 2016 • Accelerated Pharma, Inc. • Pharmaceutical preparations
This Amended and Restated Fifth Amendment, Waiver and Consent (“Amended Fifth Consent”) which supersedes the Fifth Amendment, Waiver and Consent entered into on July 15, 2016, is made and entered into as of September 20, 2016, by and among Accelerated Pharma, Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (each a “Purchaser” and collectively, “Purchasers”). Capitalized terms used but not defined herein will have the meanings assigned to them in the Securities Purchase Agreements and Transaction Documents (as defined below). Capitalized terms defined herein shall be incorporated in the Transaction Documents, as appropriate.
Form of Lock-Up AgreementLock-Up Agreement • July 24th, 2019 • Accelerated Pharma, Inc. • Pharmaceutical preparations
The undersigned executive officers and directors of Accelerated Pharma, Inc., a Delaware corporation (the “Company”) understand in connection with its offering of 750,000 units (the “Units”) at an offering price of $4.00 per Unit, each consisting of: (i) one share of the Company’s Common Stock, par value $0.00001 (the “Shares”); and (ii) one Class A Warrant exercisable on or before the five-year anniversary of issuance to purchase one (1) additional Share at an exercise price of $4.40 per Share, that the Company may engage one or more placement agents (collectively, the “Placement Agents”) to act on behalf of the Company in the offer and sale of the Units, on a non-exclusive basis, pursuant to a Registration Statement on Form S-1, as amended, to be filed with the Securities and Exchange Commission (the “SEC”).
Securities Exchange Agreement by and between Accelerated Pharma, Inc. and Alpha Capital Anstalt and Brio Capital Master Fund Ltd Dated: January 17, 2019Securities Exchange Agreement • January 25th, 2019 • Accelerated Pharma, Inc. • Pharmaceutical preparations • Colorado
This SECURITIES EXCHANGE AGREEMENT dated as of January 17, 2019 (this “Exchange Agreement”) between Accelerated Pharma, Inc., a Delaware corporation with offices located at 15W155 81st Street, Burr Ridge, IL 60527 (the “Company”), on the other hand, and Alpha Capital Anstalt (“Alpha”), organized under the laws of Liechtenstein, with offices located at Lettstrasse 32, 9490 Vaduz, Liechtenstein and Brio Capital Master Fund Ltd (“Brio”), organized under the laws of the Cayman Islands with offices located at 100 Merrick Road, Suite 401, W. Rockville Center, NY 11570, on the other hand. The Company, Alpha and Brio are sometimes referred to individually, as a “Party” and collectively, as the “Parties.”
AMENDED AND RESTATED FIFTH AMENDMENT, WAIVER AND CONSENTAmended and Restated Fifth Amendment, Waiver and Consent • October 11th, 2016 • Accelerated Pharma, Inc. • Pharmaceutical preparations
This Amended and Restated Fifth Amendment, Waiver and Consent (“Amended Fifth Consent”) which supersedes the Fifth Amendment, Waiver and Consent entered into on July 15, 2016, is made and entered into as of September 20, 2016, by and among Accelerated Pharma, Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (each a “Purchaser” and collectively, “Purchasers”). Capitalized terms used but not defined herein will have the meanings assigned to them in the Securities Purchase Agreements and Transaction Documents (as defined below). Capitalized terms defined herein shall be incorporated in the Transaction Documents, as appropriate.
FOURTH AMENDMENT, WAIVER AND CONSENTFourth Amendment, Waiver and Consent • October 11th, 2016 • Accelerated Pharma, Inc. • Pharmaceutical preparations
This Fourth Amendment, Waiver and Consent (“Fourth Consent”) is made and entered into as of May ___, 2016, by and among Accelerated Pharma, Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (each a “Purchaser” and collectively, “Purchasers”). Capitalized terms used but not defined herein will have the meanings assigned to them in the Securities Purchase Agreements and Transaction Documents (as defined below). Capitalized terms defined herein shall be incorporated in the Transaction Documents, as appropriate.
SECOND AMENDMENT, WAIVER AND CONSENTSecond Amendment, Waiver and Consent • October 11th, 2016 • Accelerated Pharma, Inc. • Pharmaceutical preparations
This Second Amendment, Waiver and Consent (“Second Consent”) is made and entered into as of October ___, 2015, by and among Accelerated Pharma, Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (each a “Prior Purchaser” and collectively, “Prior Purchasers”). Capitalized terms used but not defined herein will have the meanings assigned to them in the Securities Purchase Agreements and Transaction Documents (as defined below). Capitalized terms defined herein shall be incorporated in the Transaction Documents, as appropriate.
MASTER SERVICES AGREEMENTMaster Services Agreement • November 1st, 2016 • Accelerated Pharma, Inc. • Pharmaceutical preparations
This Master Services Agreement (the “Agreement”) is entered into as of April 27th, 2015 (the “Effective Date”) by and between Accelerated Pharma Inc. with a place of business at 15W15581st, Burr Ridge 60527 Illinois, USA (“Accelerated”), and Heraeus Precious Metals GmbH & Co. KG, a German limited liability company with a principal place of business located at Heraeusstr. 12- 14, 63450 Hanau, Germany (“Manufacturer” or “Heraeus”), each singly a “Party” and together, the “Parties.”
