Standard Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 26th, 2024 • Azitra, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 23, 2024, between Azitra, 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”).
UNDERWRITING AGREEMENT between AZITRA, INC. and THINKEQUITY LLC as Representative of the Several Underwriters AZITRA, INC.Underwriting Agreement • February 14th, 2024 • Azitra, Inc. • Pharmaceutical preparations • New York
The undersigned, Azitra, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Azitra, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (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:
PRE-FUNDED COMMON STOCK PURCHASE WARRANT AZITRA, INC.Pre-Funded Common Stock Purchase Warrant • July 15th, 2024 • Azitra, Inc. • Pharmaceutical preparations • New York
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”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Azitra, 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 shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to receive a
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 26th, 2024 • Azitra, Inc. • Pharmaceutical preparations • New York
Warrant Agent AgreementWarrant Agent Agreement • July 26th, 2024 • Azitra, Inc. • Pharmaceutical preparations • New York
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 15th, 2022 • Azitra Inc • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of September 10, 2020 by and among Azitra Inc, a Delaware corporation (the “Company”), each of the investors from time to time listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”) and each Person that becomes a party to this Agreement in accordance with Section 6.9 hereof.
FORM OF CLASS A COMMON STOCK PURCHASE WARRANT AZITRA, INC.Class a Common Stock Purchase Warrant • July 26th, 2024 • Azitra, Inc. • Pharmaceutical preparations • New York
THIS CLASS A 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 Issue Date (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, provided that, if such date is not a Trading Day, the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Azitra, 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 shall initially be issued and maintained in the form of a security held in book-entry form and
AZITRA INC INDEMNIFICATION AGREEMENTIndemnification Agreement • December 15th, 2022 • Azitra Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is entered into as of [•], 2022 by and between Azitra Inc, a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
Warrant Agent AgreementWarrant Agent Agreement • July 15th, 2024 • Azitra, Inc. • Pharmaceutical preparations
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [ ], 2024 is by and between Azitra, Inc., a Delaware corporation (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • February 21st, 2023 • Azitra Inc • Pharmaceutical preparations • Delaware
This Warrant is issued to __________ or its registered assigns (“Holder”) by AZITRA INC, a Delaware corporation (the “Company”), pursuant to that certain Series A-1 Preferred Stock and Warrant Purchase Agreement, dated as of February 22, 2019 (the “Purchase Agreement”).
PLACEMENT AGENT’S PURCHASE WARRANT AZITRA, INC.Placement Agent's Purchase Warrant • July 15th, 2024 • Azitra, Inc. • Pharmaceutical preparations • New York
This PLACEMENT AGENT’S 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 referred to above as the Initial Exercise Date (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 Azitra, 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).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 15th, 2022 • Azitra Inc • Pharmaceutical preparations • Massachusetts
This Executive Employment Agreement (the “Agreement”), is made and entered into this 22nd day of April, 2021 (the “Effective Date”), and is by and between Azitra Inc. (“Company”), and Francisco Salva (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 4th, 2024 • Azitra Inc • Pharmaceutical preparations • Connecticut
EMPLOYMENT AGREEMENT effective as of July 5, 2023 (this “Agreement”) between Azitra Inc. (the “Company”), a Delaware corporation, and Travis Whitfill (the “Executive”) (the Company and the Executive collectively, the “Parties”).
