7,500,000 Shares of Common Stock LIFESCI ACQUISITION II CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • November 25th, 2020 • Lifesci Acquisition II Corp. • Blank checks • New York
LifeSci Acquisition II Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with LifeSci Capital LLC and Ladenburg Thalmann & Co. Inc. (“Ladenburg”) (the “Representatives”) and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows. The Company hereby confirms its engagement of Ladenburg as, and Ladenburg hereby confirms its agreement with the Company to render services as, the “qualified independent underwriter” (“QIU”), within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) with respect to the offering and sale of the Public Securities and on the terms set forth herein. Ladenburg hereby consents to the reference to it as QIU set forth under the heading “Underwriting (Conflicts of In
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 5th, 2021 • Science 37 Holdings, Inc. • Services-commercial physical & biological research • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 6th day of October, 2021, by and among Science 37 Holdings, Inc., a Delaware corporation (f/k/a LifeSci Acquisition II Corp.) (the “Company”), the equityholders designated as Sponsor Equityholders on Schedule A hereto (collectively, the “Sponsor Equityholders”) and the equityholders designated as Legacy Science 37 Equityholders on Schedule B hereto (collectively, the “Legacy Science 37 Equityholders” and, together with the Sponsor Equityholders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, each an “Investor” and collectively, the “Investors”).
SCIENCE 37 HOLDINGS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20__ Debt SecuritiesIndenture • March 6th, 2023 • Science 37 Holdings, Inc. • Services-commercial physical & biological research • New York
Indenture, dated as of [●], 20__, among Science 37 Holdings, Inc., a Delaware corporation (the “Company”), and [Trustee], as trustee (the “Trustee”):
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 25th, 2020 • Lifesci Acquisition II Corp. • Blank checks • New York
This Agreement is made as of November 20, 2020 by and between LifeSci Acquisition II Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
LifeSci Acquisition II Corp.Underwriting Agreement • November 18th, 2020 • Lifesci Acquisition II Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between LifeSci Acquisition II Corp., a Delaware corporation (the “Company”) and LifeSci Capital LLC and Ladenburg Thalmann & Co., as representatives (the “Representatives”) of the Underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of shares of Common Stock of the Company, par value $0.0001 per share (the “Common Stock”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
AGREEMENT AND PLAN OF MERGERMerger Agreement • January 29th, 2024 • Science 37 Holdings, Inc. • Services-commercial physical & biological research • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of January 28, 2024 (this “Agreement”), is made by and among eMED, LLC, a Delaware limited liability company (“Parent”), MARLIN MERGER SUB CORPORATION, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and SCIENCE 37 HOLDINGS, INC., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
SUBSCRIPTION AGREEMENTSubscription Agreement • May 7th, 2021 • Lifesci Acquisition II Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 6th day of May, 2021, by and between LifeSci Acquisition II Corp., a Delaware corporation (the “Company”), and the undersigned (“Subscriber”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as defined below).
INDEMNIFICATION And Advancement AGREEMENTIndemnification Agreement • August 31st, 2021 • Lifesci Acquisition II Corp. • Services-commercial physical & biological research • Delaware
This Indemnification and Advancement Agreement (as amended or amended and restated, this “Agreement”) is made as of [ l ], 2021 (the “Effective Date”) by and between Science 37 Holdings, Inc., a Delaware corporation (the “Company”), and ______________, [ l ] of the Company (“Indemnitee”).
November 20, 2020Underwriting Agreement • November 25th, 2020 • Lifesci Acquisition II 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 LifeSci Acquisition II Corp., a Delaware corporation (the “Company”) and LifeSci Capital LLC and Ladenburg Thalmann & Co., as representatives (the “Representatives”) of the Underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s shares of Common Stock of the Company, par value $0.0001 per share (the “Common Stock”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
LIFESCI CAPITAL LLC New York, New York 10019 November 20, 2020Merger Agreement • November 25th, 2020 • Lifesci Acquisition II Corp. • Blank checks • New York
This is to confirm our agreement whereby LifeSci Acquisition II Corp., a Delaware corporation (“Company”), has requested LifeSci Capital LLC (“LifeSci”) and Ladenburg Thalmann & Co. Inc. (“Ladenburg”) (together, the “Advisors” and each an “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, recapitalization or reorganization, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333- 249480) filed with the Securities and Exchange Commission (collectively, the “Registration Statement”) in connection with its initial public offering (“IPO”).
AGREEMENT AND PLAN OF MERGER by and among SCIENCE 37, INC., LIFESCI ACQUISITION II CORP., and LIFESCI ACQUISITION II MERGER SUB, INC. Dated as of May 6, 2021Merger Agreement • May 7th, 2021 • Lifesci Acquisition II Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (including the exhibits and schedules hereto, this “Agreement”), dated as of May 6, 2021, is entered into by and among Science 37, Inc., a Delaware corporation (the “Company”), LifeSci Acquisition II Corp., a Delaware corporation (“Parent”), and LifeSci Acquisition II Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”, and together with the Company and Parent, the “Parties” and each, a “Party”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Exhibit A of this Agreement.
STOCK ESCROW AGREEMENTStock Escrow Agreement • November 18th, 2020 • Lifesci Acquisition II Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of ________, 2020 (“Agreement”), by and among LIFESCI ACQUISITION II 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”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • January 29th, 2024 • Science 37 Holdings, Inc. • Services-commercial physical & biological research • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of January 28, 2024, is by and among eMED, LLC, a Delaware limited liability company (“Parent”), Marlin Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the entities listed on Schedule I hereto (each, a “Stockholder”).
SNCE LETTERHEAD]Confidentiality Agreement • February 12th, 2024 • Science 37 Holdings, Inc. • Services-commercial physical & biological research • New York
In connection with the consideration by eMed LLC, a Delaware limited liability company (“you” or “your”) of a possible negotiated acquisition of (a “Possible Transaction”) Science 37 Holdings, Inc. and/or its subsidiaries, affiliates or divisions (collectively, with such subsidiaries, affiliates and divisions, the “Company”), the Company or its Representatives (as hereinafter defined) may make available to you and your Representatives (as hereinafter defined) certain information concerning the business, financial condition, operations, assets and liabilities of the Company. As a condition to such information being furnished to you and your Representatives, you agree that you will, and will cause your Representatives to, treat the Evaluation Material (as hereinafter defined) in accordance with the provisions of this letter agreement and take or abstain from taking certain other actions as set forth herein.
LIFESCI CAPITAL LLC New York, New York 10019 November [_], 2020Advisory Agreement • November 18th, 2020 • Lifesci Acquisition II Corp. • Blank checks • New York
This is to confirm our agreement whereby LifeSci Acquisition II Corp., a Delaware corporation (“Company”), has requested LifeSci Capital LLC (“LifeSci”) and Ladenburg Thalmann & Co. Inc. (“Ladenburg”) (together, the “Advisors” and each an “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, recapitalization or reorganization, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333- 249480) filed with the Securities and Exchange Commission (collectively, the “Registration Statement”) in connection with its initial public offering (“IPO”).
eMed, LLC Suite 1501 Miami, FL 33132Letter Agreement • February 12th, 2024 • Science 37 Holdings, Inc. • Services-commercial physical & biological research • Delaware
This letter agreement (this “Letter Agreement”) is entered into by (i) eMed, LLC (“eMed”), and (ii) Science 37 Holdings, Inc. (“Science 37”). Each of eMed and Science 37 is referred to herein as a “Party” and, together, the “Parties”.
Science 37, Inc. Culver City, California 90230 Attention: Chief Executive Officer Re: Support Agreement Ladies and Gentlemen:Support Agreement • May 7th, 2021 • Lifesci Acquisition II Corp. • Blank checks • Delaware
This letter (this “Support Agreement”) is being delivered by LifeSci Holdings LLC, a Delaware limited liability company (the “Stockholder”), to Science 37, Inc., a Delaware corporation (the “Company”), in accordance with that Merger Agreement dated as of the date hereof, by and among the Company, LifeSci Acquisition II Corp., a Delaware corporation (the “Parent”), and LifeSci Acquisition II Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Parent (the “Merger Sub”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. As used herein, the term “Section” shall, unless otherwise specified, refer to the specified Section of this Support Agreement.
Re: Participation Agreement for Science 37 Holdings, Inc.’s Amended and Restated Executive Severance PlanParticipation Agreement • May 15th, 2023 • Science 37 Holdings, Inc. • Services-commercial physical & biological research
The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Science 37 Holdings, Inc. (the “Company”) hereby extends to you (and with respect to the Company’s Chief Executive Officer, the Board hereby extends to you) the opportunity to be a Participant in the Science 37 Holdings, Inc. Amended and Restated Executive Severance Plan (the “Plan”). The Committee approved the Plan effective as of _____________, 2023, replacing the Science 37 Holdings, Inc. Executive Severance Plan.
LIFESCI ACQUISITION II CORP.Office Space and Administrative Services Agreement • November 18th, 2020 • Lifesci Acquisition II Corp. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of LifeSci Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), LifeSci Capital LLC (“LC”) shall make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 250 W. 55th St., #3401, New York, NY 10019 (or any successor location). In exchange therefore, the Company shall pay LC a sum of $10,000 per month, respectively, on the Effective Date and continuing monthly thereafter until the Termination Date. LC hereby agrees that it
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 12th, 2022 • Science 37 Holdings, Inc. • Services-commercial physical & biological research • North Carolina
This EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement') is entered into and effective as of September 12, 2022 (the "Effective Date"), by and between Michael Shipton (the "Executive") and Science 37, Inc. (the "Company"). Each of the Company and Executive are a "Party" and, collectively, they are the "Parties."
DIRECTOR NOMINATION AGREEMENT BY AND AMONG LIFESCI ACQUISITION II CORP., LIFESCI HOLDINGS LLC, SCIENCE 37, INC. AND THE STOCKHOLDERS PARTY HERETO Dated as of October 6, 2021Director Nomination Agreement • November 5th, 2021 • Science 37 Holdings, Inc. • Services-commercial physical & biological research • Delaware
This Director Nomination Agreement (as the same may be amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is made and entered into effective as of October 6, 2021 by and among LifeSci Acquisition II Corp., a Delaware corporation (the “Company”), LifeSci Holdings LLC, a Delaware limited liability company (“LifeSci”), Science 37, Inc., a Delaware corporation (the “Legacy Science 37”), and each of the Stockholders party hereto. The Company, LifeSci, Legacy Science 37 and the Stockholders are sometimes referred to herein collectively as the “Parties” and individually as a “Party.” Each capitalized term used but not defined herein will have the meaning ascribed to such term in Section 1.01.
STOCK ESCROW AGREEMENTStock Escrow Agreement • November 25th, 2020 • Lifesci Acquisition II Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of November 20, 2020 (“Agreement”), by and among LIFESCI ACQUISITION II 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”).
LIFESCI ACQUISITION II CORP. 250 W. 55th St., #3401 New York, NY 10019 November 20, 2020Office Space and Administrative Services Agreement • November 25th, 2020 • Lifesci Acquisition II Corp. • Blank checks
WARRANT EXCHANGE AGREEMENTWarrant Exchange Agreement • August 31st, 2021 • Lifesci Acquisition II Corp. • Services-commercial physical & biological research
This WARRANT EXCHANGE AGREEMENT dated as of __, 2021, is by and between LifeSci Acquisition II Corp., a Delaware corporation (the “Company”) and LifeSci Holdings LLC, a Delaware limited liability company (“Holder”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • January 29th, 2024 • Science 37 Holdings, Inc. • Services-commercial physical & biological research • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of January 28, 2024, is by and among eMED, LLC, a Delaware limited liability company (“Parent”), Marlin Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and [●] (the “Stockholder”).
