REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2023 • Apexigen, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [_____], 2023, between Apexigen, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
WARRANT AGREEMENTWarrant Agreement • February 2nd, 2021 • Brookline Capital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 28, 2021, is by and between Brookline Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 2nd, 2021 • Brookline Capital Acquisition Corp. • Blank checks • New York
5,000,000 Units Brookline Capital Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • February 2nd, 2021 • Brookline Capital Acquisition Corp. • Blank checks • New York
The undersigned, Brookline Capital Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Ladenburg Thalmann & Co. Inc. (hereinafter referred to as “you”, “Ladenburg”, 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:
Brookline Capital Acquisition Corp. 33rd Floor New York, NY 10022Securities Subscription Agreement • July 17th, 2020 • Brookline Capital Acquisition Corp. • New York
This agreement (the “Agreement”) is entered into on July 15, 2020 by and between Ladenburg Thalmann & Co. Inc., a Delaware corporation, and the other individuals set forth on the signature page attached hereto (collectively, the “Subscriber” or “you”), and Brookline Capital Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 57,500 shares of common stock, $0.0001 par value per share (the “Shares”), up to 7,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • August 24th, 2020 • Brookline Capital Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September [__], 2020, by and between Brookline Capital Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 2nd, 2021 • Brookline Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 28, 2021, is made and entered into by and among Brookline Capital Acquisition Corp., a Delaware corporation (the “Company”), Brookline Capital Holdings LLC, a Delaware limited liability company (the “Sponsor”) and Ladenburg Thalmann & Co. Inc. (together with employees of Ladenburg listed on the signature page hereof, “Ladenburg,” and collectively with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Indemnification AgreementIndemnification Agreement • May 24th, 2022 • Brookline Capital Acquisition Corp. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [●], 2022, and is between Apexigen, Inc., a Delaware corporation (the “Company”), and [●], an individual (“Indemnitee”).
January 28, 2021 Brookline Capital Acquisition Corp. New York, NY 10022Underwriting Agreement • February 2nd, 2021 • Brookline Capital Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Brookline Capital Acquisition Corp., a Delaware corporation (the “Company”), and Ladenburg Thalmann & Co. Inc.,., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 5,750,000 of the Company’s units (including up to 750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a reg
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 18th, 2022 • Brookline Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 17, 2022, by and among BROOKLINE CAPITAL ACQUISITION CORP., a Delaware corporation (the “Company”), APEXIGEN, INC., a Delaware corporation (“Apexigen”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
COMMON STOCK PURCHASE WARRANT APEXIGEN, INC.Common Stock Purchase Warrant • January 25th, 2023 • Apexigen, Inc. • Pharmaceutical preparations
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 the date that is six months following the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______, 20281 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Apexigen, 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).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT APEXIGEN, INC.Placement Agent Common Stock Purchase Warrant • January 25th, 2023 • Apexigen, 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 that is six months following the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______, 20281 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Apexigen, 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 25th, 2023 • Apexigen, Inc. • Pharmaceutical preparations • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • March 18th, 2022 • Brookline Capital Acquisition Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on March 17, 2022, by and between Brookline Capital Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned [•] (the “Subscriber”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • February 2nd, 2021 • Brookline Capital Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 28th day of January 2021, by and between Brookline Capital Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 600 Lexington Avenue, 33rd Floor, New York, NY 10022, and Brookline Capital Holdings LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 600 Lexington Avenue, 33rd Floor, New York, NY 10022.
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • March 18th, 2022 • Brookline Capital Acquisition Corp. • Blank checks • Delaware
This Registration Rights and Lock-Up Agreement (this “Agreement”) is made and entered into as of March 17, 2022 by and among Brookline Capital Acquisition Corp., a Delaware corporation (the “Company”), and the parties listed on Schedule A hereto (each, a “Holder” and collectively, the “Holders”). Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
VOTING AGREEMENTVoting Agreement • May 24th, 2023 • Apexigen, Inc. • Pharmaceutical preparations • Delaware
This Voting Agreement (this “Voting Agreement”) is being delivered on May 23, 2023 by the person or persons named on the signature pages hereto (collectively, the “Holder”), as the holder of Company Shares (as defined below) of Apexigen, Inc., a Delaware corporation (the “Company”), to Pyxis Oncology, Inc., a Delaware corporation (“Parent”).
June 24, 2022 Francis Sarena c/o Apexigen, Inc. San Carlos, CA 94070 Re: Confirmatory Employment Letter Dear Francis:Confirmatory Employment Letter • June 27th, 2022 • Brookline Capital Acquisition Corp. • Biological products, (no disgnostic substances) • California
This letter agreement (the “Agreement”) is entered into between Francis Sarena (“you”) and Apexigen, Inc. (the “Company” or “we”). This Agreement is effective as of the date you sign it, as indicated below. The purpose of this Agreement is to confirm the current terms and conditions of your employment.
BUSINESS COMBINATION AGREEMENT by and amongBusiness Combination Agreement • September 1st, 2022 • Apexigen, Inc. • Pharmaceutical preparations • Delaware
Brookline Capital Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:
March 1, 2023 Francis Sarena Re: Retention Bonus and Retention RSUs Dear Francis:Retention Agreement • May 15th, 2023 • Apexigen, Inc. • Pharmaceutical preparations
We view your contribution as important as we evaluate and pursue potential strategic alternative transactions. To show our appreciation for your contribution to Apexigen and as a further incentive to your continued employment with the Company Group, Apexigen is entering into this letter agreement (this “Retention Agreement”) with you. Unless otherwise defined in this Retention Agreement, capitalized terms will have the meanings that are provided in Appendix A.
AGREEMENT AND PLAN OF MERGER Among Pyxis Oncology, Inc. Ascent Merger Sub Corp. And Apexigen, Inc. Dated as of May 23, 2023Merger Agreement • May 24th, 2023 • Apexigen, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER dated as of May 23, 2023 (this “Agreement”), is among Pyxis Oncology, Inc., a Delaware corporation (“Parent”), Ascent Merger Sub Corp., a Delaware corporation (“Merger Sub”) and a direct, wholly-owned subsidiary of Parent, and Apexigen, Inc., a Delaware corporation (the “Company”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • March 18th, 2022 • Brookline Capital Acquisition Corp. • Blank checks • Delaware
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of March 17, 2022, is entered into by and among Brookline Capital Holdings, LLC, a Delaware limited liability company (the “Sponsor”), Brookline Capital Acquisition Corp., a Delaware corporation (“BCAC”), and Apexigen, Inc., a Delaware corporation (the “Company”).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • March 18th, 2022 • Brookline Capital Acquisition Corp. • Blank checks • Delaware
STOCKHOLDER SUPPORT AGREEMENT, dated as of March 17, 2022 (this “Agreement”), by and among Brookline Capital Acquisition Corp., a Delaware corporation (“BCAC”), and certain of the stockholders of Apexigen, Inc., a Delaware corporation (the “Company”), whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”).
PURCHASE AGREEMENTPurchase Agreement • March 18th, 2022 • Brookline Capital Acquisition Corp. • Blank checks • New York
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of March 17, 2022 by and among BROOKLINE CAPITAL ACQUISITION CORP., a Delaware corporation (the “Company”), APEXIGEN, INC., a Delaware corporation (“Apexigen”) and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
Brookline Capital Acquisition Corp.Administrative Support Agreement • February 2nd, 2021 • Brookline Capital Acquisition Corp. • Blank checks • New York
This letter agreement by and between Brookline Capital Acquisition Corp. (the “Company”) and Brookline Capital Markets, a division of Arcadia Securities, LLC (the “BCM”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • June 27th, 2022 • Brookline Capital Acquisition Corp. • Biological products, (no disgnostic substances)
This Amendment No. 1 to Business Combination Agreement dated as of June 26, 2022 (this “Amendment”) is among Brookline Capital Acquisition Corp., a Delaware corporation (“BCAC”), Project Barolo Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Apexigen, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Amendment have the meanings assigned to them in the Business Combination Agreement dated as of March 17, 2022 (the “Business Combination Agreement”) among BCAC, Merger Sub and the Company.
