UNDERWRITING AGREEMENTUnderwriting Agreement • April 29th, 2020 • Chardan Healthcare Acquisition 2 Corp. • Blank checks • New York
The undersigned, Chardan Healthcare Acquisition 2 Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you,” “Chardan,” or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 29th, 2020 • Chardan Healthcare Acquisition 2 Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 23rd day of April, 2020, by and among Chardan Healthcare Acquisition 2 Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 9th, 2021 • Renovacor, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into effective as of September 2, 2021 between Renovacor, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • April 29th, 2020 • Chardan Healthcare Acquisition 2 Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of April 23, 2020, by and between Chardan Healthcare Acquisition 2 Corp., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • April 29th, 2020 • Chardan Healthcare Acquisition 2 Corp. • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of April 23, 2020, by and between Chardan Healthcare Acquisition 2 Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 29th, 2020 • Chardan Healthcare Acquisition 2 Corp. • Blank checks • New York
This Agreement is made as of April 23, 2020 by and between Chardan Healthcare Acquisition 2 Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Chardan Healthcare Acquisition 2 Corp.Underwriting Agreement • April 29th, 2020 • Chardan Healthcare Acquisition 2 Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Chardan Healthcare Acquisition 2 Corp., a Delaware corporation (the “Company”) and Chardan Capital Markets, LLC, as representative (the “Representative”) of the Underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of Common Stock of the Company, par value $0.0001 per share (the “Common Stock”), and one warrant, with each warrant being exercisable to purchase one-half of one share of Common Stock at a price of $11.50 per full share (“Warrant”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 16th, 2020 • Chardan Healthcare Acquisition 2 Corp. • Blank checks • New York
This Agreement is made as of _______, 2020 by and between Chardan Healthcare Acquisition 2 Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 23rd, 2021 • Chardan Healthcare Acquisition 2 Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on March 22, 2021, by and between Chardan Healthcare Acquisition 2 Corp., a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • April 16th, 2020 • Chardan Healthcare Acquisition 2 Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of ________, 2020 (“Agreement”), by and among CHARDAN HEALTHCARE ACQUISITION 2 CORP., a Delaware corporation (“Company”) and the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 24th, 2022 • Renovacor, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This EMPLOYMENT AGREEMENT (this “Agreement”) is made, entered into by and between Renovacor, Inc., a Delaware corporation (the “Company”), and Joe Carroll (the “Executive”), dated June 17, 2022 (the “Effective Date”).
VOTING AGREEMENTVoting Agreement • September 20th, 2022 • Renovacor, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of September __, 2022, by and between Rocket Pharmaceuticals, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of Renovacor, Inc., a Delaware corporation (the “Company”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • April 29th, 2020 • Chardan Healthcare Acquisition 2 Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of April 23, 2020 (“Agreement”), by and among CHARDAN HEALTHCARE ACQUISITION 2 CORP., a Delaware corporation (“Company”) and the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
AGREEMENT AND PLAN OF MERGER by and among ROCKET PHARMACEUTICALS, INC., ZEBRAFISH MERGER SUB, INC., ZEBRAFISH MERGER SUB II, LLC, and RENOVACOR, INC. dated as of September 19, 2022Merger Agreement • September 20th, 2022 • Renovacor, Inc. • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of September 19, 2022 (the “Agreement Date”), by and among Rocket Pharmaceuticals, Inc., a Delaware corporation (“Parent”), Zebrafish Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub I”), Zebrafish Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Parent (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”) and Renovacor, Inc., a Delaware corporation (the “Company”).
FIRST AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • September 9th, 2021 • Renovacor, Inc. • Biological products, (no disgnostic substances)
THIS FIRST AMENDMENT TO CONSULTING AGREEMENT (this “First Amendment”), is made and entered into effective as of September 2, 2021 (the “First Amendment Effective Date”) between Renovacor, Inc. (the “Company”) and Arthur M. Feldman (the “Consultant”). Capitalized terms that are used but not defined in this First Amendment shall have the meaning specified in the Agreement (as hereinafter defined).
SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • September 9th, 2021 • Renovacor, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
THIS AGREEMENT (“Agreement”), effective this 12th day of August, 2019 (“Effective Date”), by and between Temple University – Of the Commonwealth System of Higher Education (hereinafter referred to as “University”) and Renovacor, Inc., a Delaware corporation, having a principal place of business at: 136 Knightsbridge Road, Wynnewood, PA 19096 (hereinafter referred to as “Sponsor”).
ZEBRAFISH MERGER SUB II, LLC a Delaware limited liability company LIMITED LIABILITY COMPANY OPERATING AGREEMENT September 16, 2022Limited Liability Company Operating Agreement • December 1st, 2022 • Renovacor, Inc. • Biological products, (no disgnostic substances) • Delaware
This LIMITED LIABILITY COMPANY OPERATING AGREEMENT, dated as of September 16, 2022 (this “Agreement”), of Zebrafish Merger Sub II, LLC, a Delaware limited liability company (the “Company”), is entered into between Rocket Pharmaceuticals, Inc. (the “Member”) and the Company.
Amendment No. 2 to Sponsored Research AgreementSponsored Research Agreement • September 9th, 2021 • Renovacor, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 2 to Sponsored Research Agreement (“Amendment No. 2”) is entered into effective as of July 1, 2021 (“Amendment Date”) and amends that certain Sponsored Research Agreement effective August 12, 2019, as amended on August 27, 2019 (the Sponsored Research Agreement and first amendment collectively, the “Agreement”) between Temple University – Of The Commonwealth System of Higher Education (“University”) and Renovacor, Inc. (“Sponsor”). University and Sponsor are referred to herein collectively as “Parties” or individually as “Party”.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • March 23rd, 2021 • Chardan Healthcare Acquisition 2 Corp. • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of March 22, 2021, is made by and among Chardan Healthcare Acquisition 2 Corp., a Delaware corporation (“Acquiror”), Renovacor, Inc., a Delaware corporation (the “Company”) and Chardan Investments 2, LLC, a Delaware limited liability company (the “Sponsor”). Acquiror, the Company and the Sponsor shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
CONSULTING AGREEMENTConsulting Agreement • September 9th, 2021 • Renovacor, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This CONSULTING AGREEMENT (the “Agreement”) is entered into as of August 12, 2019 between Renovacor, Inc. (the “Company”) and Arthur M. Feldman (“Consultant”) (each of the foregoing individually a “Party” and collectively the “Parties”).
AGREEMENT AND PLAN OF MERGER dated as of March 22, 2021 by and among CHARDAN HEALTHCARE ACQUISITION 2 CORP. CHAQ2 MERGER SUB, INC. and RENOVACOR, INC.Merger Agreement • March 23rd, 2021 • Chardan Healthcare Acquisition 2 Corp. • Blank checks • New York
This Agreement and Plan of Merger (this “Agreement”), dated as of March 22, 2021, is entered into by and among Chardan Healthcare Acquisition 2 Corp., a Delaware corporation (“Acquiror”), CHAQ2 Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Renovacor, Inc., a Delaware corporation (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
ContractSecurity Agreement • October 15th, 2021 • Renovacor, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) PURSUANT TO ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (III) TO THE COMPANY, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. THE COMPANY MAY REQUIRE THE DELIVERY OF A WRITTEN OPINION OF COUNSEL, CERTIFICATIONS AND/OR ANY OTHER INFORMATION
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 9th, 2021 • Renovacor, Inc. • Biological products, (no disgnostic substances) • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 2, 2021 (the “Effective Date”), is made and entered into by and among Renovacor, Inc., a Delaware corporation (f/k/a Chardan Healthcare Acquisition 2 Corp.) (the “Company”), and each of the stockholders set forth on the signature pages hereto (each, a “Stockholder” collectively, the “Stockholders”).
Amendment No. 1 to Sponsored Research AgreementSponsored Research Agreement • September 9th, 2021 • Renovacor, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1 (“Amendment No. 1”) is entered into effective August 27, 2019 (“Amendment Date”) and amends the Sponsored Research Agreement effective August 12, 2019 (the “Agreement”) between Temple University – Of The Commonwealth System of Higher Education (“University”) and Renovacor Inc., (“Sponsor”). University and Sponsor are referred to herein collectively as “Parties” or individually as “Party”.
LICENSE AGREEMENTLicense Agreement • September 9th, 2021 • Renovacor, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This License Agreement (“Agreement”) is made effective on the date of the last signature by and between Temple University - Of The Commonwealth System Of Higher Education (hereinafter referred to as “TEMPLE”), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, having a principal place of business at 1801 N. Broad St, Conwell Hall Rm 401, Philadelphia, Pennsylvania 19122 and Renovacor, Inc., (hereinafter referred to as “COMPANY”), a corporation organized and existing under the laws of the State of Delaware, having a principal place of business at 136 Knightsbridge Road, Wynnewood, PA 19096.
ACQUIROR STOCKHOLDER SUPPORT AGREEMENTAcquiror Stockholder Support Agreement • March 23rd, 2021 • Chardan Healthcare Acquisition 2 Corp. • Blank checks
This ACQUIROR STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of March 22, 2021 (the “Effective Date”), is made by and among Chardan Healthcare Acquisition 2 Corp., a Delaware corporation (“Acquiror”), Renovacor, Inc., a Delaware corporation (the “Company”), and the undersigned holder of shares of common stock of Acquiror, par value $0.0001 per share (such shares, “Acquiror Common Stock” and the holders thereof, collectively, the “Acquiror Stockholder”) set forth on Annex A to this Agreement. Acquiror, the Company and the Acquiror Stockholder shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
September 3, 2021 Dear Wendy,Retention Bonus Agreement • September 9th, 2021 • Renovacor, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This letter agreement documents the mutual understanding between Renovacor, Inc. (the “Company” or “we”) and you regarding a special retention bonus opportunity we are providing to you in connection with the closing of the transactions (the “Closing”) contemplated by the Agreement and Plan of Merger by and among the Company, CHAQ2 Merger Sub, Inc., and prior Renovacor, Inc. (which is now known as Renovacor Holdings, Inc.) dated March 22, 2021.
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 23rd, 2021 • Chardan Healthcare Acquisition 2 Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021 (the “Effective Date”), is made and entered into by and among Renovacor, Inc., a Delaware corporation (f/k/a Chardan Healthcare Acquisition 2 Corp.) (the “Company”), and each of the stockholders set forth on the signature pages hereto (each, a “Stockholder” collectively, the “Stockholders”).
FORM OF EMPLOYMENT AGREEMENT1Employment Agreement • September 9th, 2021 • Renovacor, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This EMPLOYMENT AGREEMENT (this “Agreement”) is made, entered into by and between Renovacor, Inc., a Delaware corporation (the “Company”), and [EXECUTIVE NAME] (the “Executive”), dated [DATE].
CFO SERVICES AGREEMENTCfo Services Agreement • June 24th, 2022 • Renovacor, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This CFO SERVICES AGREEMENT (this “Agreement”) is made, entered into by and between Renovacor, Inc., a Delaware corporation (the “Company”), and Wendy F. DiCicco (the “Officer”), dated June 17, 2022 (the “Effective Date”).
