UNDERWRITING AGREEMENT between ACCUSTEM SCIENCES, INC. and THINKEQUITY LLC as Representative of the Several Underwriters ACCUSTEM SCIENCES, INC.Underwriting Agreement • November 17th, 2022 • Accustem Sciences Inc. • Pharmaceutical preparations • New York
The undersigned, Accustem Sciences, 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 Accustem Sciences, 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:
ACCUSTEM SCIENCES, Inc. INDEMNIFICATION AGREEMENTIndemnification Agreement • December 3rd, 2021 • Accustem Sciences Inc. • Pharmaceutical preparations • Delaware
This INDEMNIFICATION AGREEMENT (“Agreement”) is made as of ____ by and between Accustem Sciences, Inc., a Delaware corporation (the “Company”), and ______ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
ACCUSTEM SCIENCES, INC. OPTION AWARD AGREEMENTOption Award Agreement • December 3rd, 2021 • Accustem Sciences Inc. • Pharmaceutical preparations • Delaware
This Option Award Agreement (this “Agreement”) is made as of _______ (the “Date of Grant”) by and between Accustem Sciences, Inc., a Delaware corporation (the “Company”), and [●] (the “Participant”) in accordance with the terms and conditions of the Company’s 2021 Omnibus Equity Incentive Plan (the “Plan”). Capitalized terms not defined herein shall have the meaning ascribed thereto in the Plan.
FIRST AMENDMENTFirst Amendment • November 17th, 2022 • Accustem Sciences Inc. • Pharmaceutical preparations
This FIRST AMENDMENT (“First Amendment”) is dated as of November 9, 2022 (the “First Amendment Effective Date”) by and between, on one side, AccuStem Sciences Inc. (“AccuStem”) having a place of business at 5 Penn Plaza, Floor 19, New York, NY 10001 and, on the other side, Istituto Europeo di Oncologia Srl (“IEO”) having its registered office at Via Filodrammatici 10, 20121 Milan, Italy, IFOM, the AIRC Institute for Molecular Oncology ETS (“IFOM”) having its registered office at Via Adamello, 16-20139 Milano (IT), TTFactor Societa Benefit a r.l. (“TTFactor” or “TTF”) having its registered office at Via Adamello, 16-20139 Milan (Italy), and Università degli Studi di Milano having its registered office at via Festa del Perdono 7,20122 Milan (Italy) (“Università”) (collectively, “Licensors”). AccuStem and Licensors are referred to individually as a “Party” and together as the “Parties”.
LICENSE AGREEMENTLicense Agreement • March 12th, 2021 • AccuStem Sciences LTD
This License Agreement (“Agreement”) is made effective as of June 24th, 2014 (“Effective Date”) by and between on the one hand TTFactor Srl (“LICENSOR”) having registered offices in Via Ripamonti n 435, Milan, Italy on behalf of Istituto Europeo di Oncologia (“IE0”) and Fondazione Firc per l’Oncologia Molecolare (“IFOM”) and separately, Universita’ degli Studi di Milano, having registered offices in Via Festa del Perdono n 7, Milan, Italy (“University of Milan”) and on the other hand Tiziana Life Sciences PLC, a UK company having an office at 18 South Street, Mayfair, London, UK W1K 1DG (“Licensee”). LICENSOR and Licensee are each hereafter referred to individually as a “Party” and together as the “Parties,”
DATED 2020Demerger Agreement • March 12th, 2021 • AccuStem Sciences LTD • England and Wales
1) TIZIANA LIFE SCIENCES PLC (2) ACCUSTEM SCIENCES PLC SUPPLEMENTAL DEMERGER AGREEMENT - OPTIONS, WARRANTS, RIGHTS TO CALL AND FURTHER INVESTMENTSupplemental Demerger Agreement • March 12th, 2021 • AccuStem Sciences LTD • England and Wales
ACCUSTEM SCIENCES INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • April 5th, 2022 • Accustem Sciences Inc. • Pharmaceutical preparations • Delaware
THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of March 29, 2022, by and between AccuStem Sciences Inc., a Delaware corporation (the “Company”), and Tiziana Life Sciences Ltd. (“Purchaser”).
