ACTUATE THERAPEUTICS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 24th, 2024 • Actuate Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of February 17, 2024 between ACTUATE THERAPEUTICS, INC., a Delaware corporation (the “Company”), and Paul Lytle (“Indemnitee”).
SHARES of Common Stock ACTUATE THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 19th, 2024 • Actuate Therapeutics, Inc. • Pharmaceutical preparations • New York
The undersigned, Actuate Therapeutics, Inc., a company incorporated under the laws of Delaware (collectively with its Subsidiary, 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 Titan Partners Group LLC, a division of American Capital Partners, 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.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • May 24th, 2024 • Actuate Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This INDEMNIFICATION AGREEMENT is made this [●]th day of [●], 2024 (the “Agreement”) by and between Actuate Therapeutics, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
EXCLUSIVE LICENSE AGREEMENT WITH EQUITYExclusive License Agreement • July 16th, 2024 • Actuate Therapeutics, Inc. • Pharmaceutical preparations • Illinois
License Agreement (“Agreement”), effective as of April 6, 2015 (“Effective Date”) between The Board Of Trustees Of The University Of Illinois, a body corporate and politic of the State of Illinois, 352 Henry Administration Building, 506 S. Wright St., Urbana, Illinois 61801 (“University”) and Apotheca Therapeutics a Delaware corporation, with a principal place of business at 1401 Foch Street, Fort Worth, TX 76107 (“Licensee” or “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 11th, 2024 • Actuate Therapeutics, Inc. • Pharmaceutical preparations • Texas
This EMPLOYMENT AGREEMENT (this "Agreement"), is entered into to be effective as of April 15, 2015 (the "Effective Date"), by and between Apotheca Therapeutics, Inc. a Delaware corporation (the "Company"), and Daniel Schmitt, an individual currently residing at [***] (the "Executive").
Re: Consulting Agreement Dear Mr. Lytle:Consulting Agreement • May 24th, 2024 • Actuate Therapeutics, Inc. • Pharmaceutical preparations • Delaware
You and Actuate Therapeutics, Inc. (the “Company”) have had discussions concerning your desire to render professional consulting services to the Company as described herein. The Company wants to engage your services, and you want to render them, subject to the terms and conditions of this letter agreement (this “Agreement”), which shall become effective upon the last date of signature of this Agreement by both parties (the “Effective Date”). For the purpose of this Agreement, you shall be referred to herein as “Consultant.”
ContractEmployment Agreement • May 24th, 2024 • Actuate Therapeutics, Inc. • Pharmaceutical preparations • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”), is entered into to be effective as of June 1, 2022 (the “Effective Date”), by and between Actuate Therapeutics, Inc., a Delaware corporation (the “Company”), and Andrew Mazar, an individual currently residing at [***], (the “Executive”).
ACTUATE THERAPEUTICS INC. FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 24th, 2024 • Actuate Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”), is made as of the 30th day of November, 2022, by and among ACTUATE THERAPEUTICS, 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 Subsection 6.9 hereof.
LICENSE AGREEMENTLicense Agreement • May 24th, 2024 • Actuate Therapeutics, Inc. • Pharmaceutical preparations • Illinois
This License Agreement (“Agreement”) made this 31st day of March, 2015 (the "Effective Date") by and between Northwestern University, an Illinois corporation having a principal office at 633 Clark Street, Evanston, Illinois 60208 (hereinafter referred to as "Northwestern") and Apotheca Therapeutics, Inc., a Delaware corporation having a principal office at 1401 Foch Street, Fort Worth, TX 76107 (hereinafter referred to as "Licensee") (each of Northwestern and Licensee individually a "Party" and collectively the "Parties").
ContractEmployment Agreement • May 24th, 2024 • Actuate Therapeutics, Inc. • Pharmaceutical preparations • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”), is entered into to be effective as of June 1, 2024 (the “Effective Date”), by and between Actuate Therapeutics, Inc., a Delaware corporation (the “Company”), and Paul Lytle, an individual currently residing at [●] (the “Employee”).
ContractPreferred Stock Warrant • June 11th, 2024 • Actuate Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT AMENDS AND RESTATES IN ITS ENTIRETY THAT CERTAIN AMENDED AND RESTATED PREFERRED STOCK WARRANT, DATED AS OF SEPTEMBER 7, 2018, ISSUED BY THE COMPANY TO THE ORIGINAL HOLDER HEREOF (THE “ORIGINAL WARRANT”). UPON THE EFFECTIVE EXECUTION AND DELIVERY OF THIS WARRANT BY THE COMPANY TO THE HOLDER, THE ORIGINAL WARRANT SHALL BE AMENDED, RESTATED AND SUPERSEDED HEREBY, AND SHALL BE CANCELLED AND OF NO FURTHER FORCE OR EFFECT AS A SEPARATE INSTRUMENT.
ContractWarrant Agreement • June 11th, 2024 • Actuate Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT AMENDS AND RESTATES IN ITS ENTIRETY THAT CERTAIN SERIES C PREFERRED STOCK WARRANT, DATED AS OF JUNE 30, 2023, ISSUED BY THE COMPANY TO THE ORIGINAL HOLDER HEREOF (THE “ORIGINAL WARRANT”). UPON THE EFFECTIVE EXECUTION AND DELIVERY OF THIS WARRANT BY THE COMPANY TO THE HOLDER, THE ORIGINAL WARRANT SHALL BE AMENDED, RESTATED AND SUPERSEDED HEREBY, AND SHALL BE CANCELLED AND OF NO FURTHER FORCE OR EFFECT AS A SEPARATE INSTRUMENT.
