UNDERWRITING AGREEMENT between LOCUST WALK ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: January 7, 2021Underwriting Agreement • January 13th, 2021 • Locust Walk Acquisition Corp. • Blank checks • New York
The undersigned, Locust Walk Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald)) as follows:
WARRANT AGREEMENTWarrant Agreement • January 13th, 2021 • Locust Walk Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 7, 2021, is by and between Locust Walk Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”; also referred to as the “Transfer Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • December 18th, 2020 • Locust Walk Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _____________, 2020, by and between LOCUST WALK ACQUISITION CORP., a Delaware corporation (the “Company”), and the person executing this Agreement identified on the signature page hereto (“Indemnitee”).
COMMON STOCK PURCHASE WARRANT EFFECTOR THERAPEUTICS, INC.Common Stock Purchase Warrant • January 26th, 2024 • eFFECTOR Therapeutics, 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 29, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from eFFECTOR Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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 26th, 2024 • eFFECTOR Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 24, 2024, between eFFECTOR Therapeutics, 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”).
eFFECTOR THERAPEUTICS, INC. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • September 1st, 2022 • eFFECTOR Therapeutics, Inc. • Pharmaceutical preparations • New York
eFFECTOR Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
PRE-FUNDED COMMON STOCK PURCHASE WARRANT EFFECTOR THERAPEUTICS, INC.eFFECTOR Therapeutics, Inc. • January 26th, 2024 • Pharmaceutical preparations
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 set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from eFFECTOR Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 13th, 2021 • Locust Walk Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 7, 2021 by and between Locust Walk Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PURCHASE AGREEMENTPurchase Agreement • January 24th, 2022 • eFFECTOR Therapeutics, Inc. • Pharmaceutical preparations • Illinois
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of January 24, 2022, is made by and between EFFECTOR THERAPEUTICS, INC., a Delaware Corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). Capitalized terms used herein and not otherwise defined herein are defined in Section 1 hereof.
COMMON STOCK PURCHASE WARRANT EFFECTOR THERAPEUTICS, INC.eFFECTOR Therapeutics, Inc. • June 8th, 2023 • 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from eFFECTOR Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 14th, 2021 • Locust Walk Acquisition Corp. • Blank checks
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of March 19, 2021 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and eFFECTOR Therapeutics, Inc., a Delaware corporation with offices located at 11120 Roselle Street, Suite A, San Diego, CA 92121 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • January 13th, 2021 • Locust Walk Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 7th day of January, 2020, by and between Locust Walk Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at Two Commerce Square, 2001 Market Street, Suite 3400, Philadelphia, PA 19103, and the subscriber set forth on Schedule A hereto (the “Subscriber”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 27th, 2021 • Locust Walk Acquisition Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on May 26, 2021, by and among Locust Walk Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 27th, 2021 • Locust Walk Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 26, 2021, is made and entered into by and among eFFECTOR Therapeutics, Inc., a Delaware corporation (the “Company”) (formerly known as Locust Walk Acquisition Corp., a Delaware corporation), Locust Walk Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), certain equityholders of eFFECTOR Therapeutics Operations, Inc., a Delaware corporation (“eFFECTOR”), set forth on Schedule A (such equityholders, the “eFFECTOR Holders”), and certain equityholders of the Company set forth on Schedule B (such equityholders, including the Sponsor, the “Sponsor Holders” and, collectively with the eFFECTOR Holders, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.9 of this Agreement, the “Holders” and each, a “Holder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 13th, 2021 • Locust Walk Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 7, 2021, is made and entered into by and among each of Locust Walk Acquisition Corp., a Delaware corporation (the “Company”), Locust Walk Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a “Holder” and collectively, the “Holders”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 5th, 2021 • Locust Walk Acquisition Corp. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________ __, 20__ by and between eFFECTOR Therapeutics, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/ an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
January 7, 2021Letter Agreement • January 13th, 2021 • Locust Walk Acquisition Corp. • Blank checks
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or proposed to be entered into, by and between Locust Walk Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as the representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of up to 17,595,000 of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one third of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). The Units sold in the Offering will be registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commissio
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT EFFECTOR THERAPEUTICS, INC.eFFECTOR Therapeutics, Inc. • June 8th, 2023 • 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 6, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from eFFECTOR Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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 is issued pursuant to that certain engagement letter, dated as of May 23, 2023, by and between the Company and H.C. Wainwright & Co., LLC.
EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2023 • eFFECTOR Therapeutics, Inc. • Pharmaceutical preparations • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and among eFFECTOR Therapeutics, Inc., a Delaware corporation (the “Company”) and Mayank J. Gandhi, M.D. (“Executive”), and shall be effective September 1, 2022 (the “Effective Date”).
AGREEMENT AND PLAN OF MERGER by and among EFFECTOR THERAPEUTICS, INC., LOCUST WALK ACQUISITION CORP. and LOCUST WALK MERGER SUB, INC. Dated as of May 26, 2021Registration Rights Agreement • May 27th, 2021 • Locust Walk Acquisition Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (including the exhibits and schedules hereto, this “Agreement”), dated as of May 26, 2021 (the “Execution Date”), is entered into by and among eFFECTOR Therapeutics, Inc., a Delaware corporation (the “Company”), Locust Walk Acquisition Corp., a Delaware corporation (“Parent”), and Locust Walk 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.
AT THE MARKET OFFERING AGREEMENTMarket Offering Agreement • May 9th, 2024 • eFFECTOR Therapeutics, Inc. • Pharmaceutical preparations • New York
eFFECTOR Therapeutics, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. AMENDMENT TO EXCLUSIVE...Exclusive License Agreement • July 19th, 2021 • Locust Walk Acquisition Corp. • Pharmaceutical preparations • California
This amendment (the “Amendment”) is entered into as of July 12, 2021 (the “Effective Date”), by and between The Regents of the University of California, a California corporation, acting through its University of California, San Francisco Office of Technology Management (“UCSF”) and eFFECTOR Therapeutics, Inc., a Delaware corporation (the “Company”, together with UCSF, the “Parties”), for the purpose of amending the Exclusive License Agreement for UCSF Case No(s). 2013-017 and 2012-205 (the “License Agreement”), dated as of May 10, 2013, by and between UCSF and the Company.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 31st, 2021 • eFFECTOR Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 25, 2021, is made and entered into by and among eFFECTOR Therapeutics, Inc., a Delaware corporation (the “Company”) (formerly known as Locust Walk Acquisition Corp., a Delaware corporation), Locust Walk Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), certain equityholders of eFFECTOR Therapeutics Operations, Inc., a Delaware corporation (“eFFECTOR”), set forth on Schedule A (such equityholders, the “eFFECTOR Holders”), and certain equityholders of the Company set forth on Schedule B (such equityholders, including the Sponsor, the “Sponsor Holders” and, collectively with the eFFECTOR Holders, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.9 of this Agreement, the “Holders” and each, a “Holder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 24th, 2022 • eFFECTOR Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 24, 2022, is made by and between EFFECTOR THERAPEUTICS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its 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 between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
SUBLEASE AGREEMENTLease • June 14th, 2021 • Locust Walk Acquisition Corp. • Blank checks • California
This SUBLEASE AGREEMENT (“Sublease”) is made this 24th day of August, 2020 (“Effective Date”) by and between Cardiff Oncology, Inc., a Delaware corporation (“Sublandlord”, as successor-by-merger to Xenomics, Inc.), and eFFECTOR Therapeutics, Inc, a Delaware corporation (“Subtenant”), with reference to the facts set forth in the Recitals below.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 10th, 2022 • eFFECTOR Therapeutics, Inc. • Pharmaceutical preparations
THIS THIRD AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of April 28, 2022 (the “Third Amendment Effective Date”), by and between OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) or otherwise party thereto from time to time (each a “Lender” and collectively, the “Lenders”) including Oxford in its capacity as a Lender, eFFECTOR Therapeutics Operations, Inc. (FKA eFFECTOR Therapeutics, Inc.), a Delaware corporation with offices located at 142 North Cedros Avenue, Suite B, Solana Beach, CA 92075 (“eFFECTOR Therapeutics Operations”) and eFFECTOR Therapeutics, Inc. (FKA Locust Walk Acquisition Corp.), a Delaware corporation, with offices located at 142 North Cedros Avenue, Suite B, Solana Beach, CA 92075 (“eFFECTOR Therapeutics
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. RESEARCH COLLABORATION AND...Research Collaboration and License Agreement • June 14th, 2021 • Locust Walk Acquisition Corp. • Blank checks • New York
eFFECTOR Therapeutics, Inc. 11120 Roselle Street, Suite A San Diego, CA 92121 Attention: Steve Worland, CEO Locust Walk Acquisition Corp. Two Commerce Square Philadelphia, PA 19103 Attention: Daniel Geffken, CFO Re: Support Agreement Ladies and Gentlemen:Locust Walk Acquisition Corp. • May 27th, 2021 • Blank checks • Delaware
This letter (this “Support Agreement”) is being delivered by Locust Walk Sponsor, LLC, a Delaware limited liability company and the sole holder of Parent Class B Common Stock (the “Sponsor”), to Locust Walk Acquisition Corp., a Delaware corporation ( “Parent”) and eFFECTOR Therapeutics, Inc., a Delaware corporation (the “Company”), in accordance with that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Parent, the Company, and Locust Walk Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ( “Merger Sub”). The Sponsor, Parent, and the Company shall be referred to herein from time to time collectively as the “Parties”. 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.
EXCLUSIVE LICENSE AGREEMENT for UC Case No(s). 2013-017 and 2012-205License Agreement • June 14th, 2021 • Locust Walk Acquisition Corp. • Blank checks • California
This license agreement (“Agreement”) is made effective this 9th day of May, 2013 (“Effective Date”), by and between The Regents of the University of California, a California corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200 (“The Regents”) and acting through its University of California, San Francisco Office of Technology Management, 3333 California Street, Suite S-11, San Francisco, CA, 94143 (“UCSF”), and eFFECTOR Therapeutics Inc., a Delaware corporation, having a principal place of business at 11180 Roselle Street, San Diego, CA 92121 (“Licensee”).
LOCUST WALK ACQUISITION CORP.Letter Agreement • January 13th, 2021 • Locust Walk Acquisition Corp. • Blank checks • Pennsylvania
This letter agreement by and between Locust Walk Acquisition Corp. (the “Company”) and Locust Walk Sponsor, LLC (the “Sponsor”), 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 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”):
LOCUST WALK ACQUISITION CORP.Locust Walk Acquisition Corp. • December 18th, 2020 • Blank checks • Pennsylvania
This letter agreement by and between Locust Walk Acquisition Corp. (the “Company”) and Locust Walk Sponsor, LLC (the “Sponsor”), 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 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”):
FORM OF SPONSOR LOCK-UP AGREEMENTLock-Up Agreement • May 27th, 2021 • Locust Walk Acquisition Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of May 26, 2021 by and between (i) Locust Walk Acquisition Corp., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “eFFECTOR Therapeutics, Inc.” (including any successor entity thereto, “Parent”), and (ii) Locust Walk Sponsor, LLC, a Delaware limited liability company (“Sponsor”).
GENERAL RELEASE OF CLAIMSGeneral Release of Claims • March 26th, 2024 • eFFECTOR Therapeutics, Inc. • Pharmaceutical preparations • California
This GENERAL RELEASE OF CLAIMS (this “Release”) is entered into by and between eFFECTOR Therapeutics, Inc. (the “Company”), and Mayank J. Gandhi, M.D. (“Employee”), as of the Effective Date (as defined below).
FIRST AMENDMENT TO PROMISSORY NOTELocust Walk Acquisition Corp. • December 18th, 2020 • Blank checks
THIS FIRST AMENDMENT TO PROMISSORY NOTE (the “Amendment”) is dated as of the 7th day of December, 2020 and is made by and between Locust Walk Acquisition Corp. (the “Maker”) and Locust Walk Sponsor, LLC (the “Payee”).
