INDEMNITY AGREEMENTIndemnification Agreement • December 23rd, 2021 • Larkspur Health Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 20, 2021, by and between LARKSPUR HEALTH ACQUISITION CORP., a Delaware corporation (the “Company”), and each of the undersigned persons (each, an “Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • November 8th, 2021 • Larkspur Health Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between Larkspur Health Acquisition Corp., a Delaware corporation, with offices at 100 Somerset Corporate Blvd., 2nd Floor, Bridgewater, New Jersey 08807 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 23rd, 2021 • Larkspur Health Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 20, 2021, by and between Larkspur Health Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
7,500,000 Units LARKSPUR HEALTH ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • December 23rd, 2021 • Larkspur Health Acquisition Corp. • Blank checks • New York
Larkspur Health Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with A.G.P./Alliance Global Partners (the “Representative”) and with the other underwriters named on Schedule A hereto, 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”), and with The Benchmark Company, LLC acting as the qualified independent underwriter (the “QIU”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2021 • Larkspur Health Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 20, 2021, is made and entered into by and among Larkspur Health Acquisition Corp., a Delaware corporation (the “Company”), Larkspur Health LLC, a Delaware limited liability company (“Larkspur”), certain additional sponsor investors (the “Additional Sponsor Investors,” and together with Larkspur, the “Sponsors”), A.G.P./Alliance Global Partners (“the “Representative,” and together with the Sponsors and any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 13th, 2022 • ZyVersa Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of _____, 2022 by and between ZyVersa Therapeutics, 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.
Series A COMMON STOCK PURCHASE WARRANT ZYVERSA THERAPEUTICS, INC.Warrant Agreement • December 11th, 2023 • ZyVersa Therapeutics, Inc. • Pharmaceutical preparations
THIS Series A 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 or times on or after [December ______], 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ZyVersa Therapeutics, Inc., a Delaware corporation (the “Company”), up to [●] shares of common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). 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).
COMMON STOCK PURCHASE WARRANT ZYVERSA THERAPEUTICS, INC.Common Stock Purchase Warrant • November 21st, 2023 • ZyVersa 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 or times on or after [November ______], 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ZyVersa Therapeutics, Inc., a Delaware corporation (the “Company”), up to [●] shares of common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2022 • ZyVersa Therapeutics, Inc. • Pharmaceutical preparations
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 12, 2022, is by and among Larkspur Health Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned Purchasers (each, a “Purchaser,” and collectively, the “Purchasers”).
Series A-2 COMMON STOCK PURCHASE WARRANT ZYVERSA THERAPEUTICS, INC.Security Agreement • November 6th, 2024 • ZyVersa Therapeutics, Inc. • Pharmaceutical preparations
THIS Series A-2 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 or times on or after the Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ZyVersa Therapeutics, Inc., a Delaware corporation (the “Company”), up to [•] shares of common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). 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).
Attn: Chief Executive Officer ZyVersa Therapeutics, Inc.Placement Agent Agreement • December 11th, 2023 • ZyVersa Therapeutics, Inc. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 11th, 2023 • ZyVersa Therapeutics, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of December 6, 2023, between ZyVersa 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”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • September 17th, 2021 • Larkspur Health Acquisition Corp. • Blank checks • New York
This Unit Subscription Agreement (this “Agreement”) is made as of [_], 2021 between Larkspur Health Acquisition Corp., a Delaware corporation (the “Company”), and Larkspur Health LLC, a Delaware limited liability company (the “Subscriber”).
New York, NY 10022 December 20, 2021Advisory Agreement • December 23rd, 2021 • Larkspur Health Acquisition Corp. • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Larkspur Health Acquisition Corp., a Delaware corporation (“Company”), has requested A.G.P./Alliance Global Partners (the “Advisor”) to assist it in connection with the Company’s initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-256056), as amended, filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
ZYVERSA THERAPEUTICS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • September 16th, 2024 • ZyVersa Therapeutics, Inc. • Pharmaceutical preparations • New York
ZyVersa Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”), as follows:
WARRANT AGREEMENTWarrant Agreement • December 23rd, 2021 • Larkspur Health Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”) is made as of December 20, 2021 between Larkspur Health Acquisition Corp., a Delaware corporation, with offices at 100 Somerset Corporate Blvd., 2nd Floor, Bridgewater, New Jersey 08807 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).
COMMON STOCK PURCHASE WARRANT LARKSPUR HEALTH ACQUISITION CORP.Common Stock Purchase Warrant • September 27th, 2022 • Larkspur Health Acquisition Corp. • 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 hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Larkspur Health Acquisition Corp., 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).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 27th, 2023 • ZyVersa Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective as of January 26, 2023 (the “Effective Date”), by and between Pablo Guzman, M.D. (“Executive”) and ZyVersa Therapeutics Inc., a Florida corporation (the “Company”). Each of the Company and Executive is a “Party” and, collectively, they are the “Parties.”
Larkspur Health Acquisition Corp. Bridgewater, NJ 08807Underwriting Agreement • September 17th, 2021 • Larkspur Health Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Larkspur Health Acquisition Corp., a Delaware corporation (the “Company”), and A.G.P./Alliance Global Partners, 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 7,500,000 of the Company’s units (including up to 1,125,000 units that may be purchased to cover over-allotments, if any) (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-half of one redeemable warrant (the “Warrant”). Each whole 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
Series B COMMON STOCK PURCHASE WARRANT ZYVERSA THERAPEUTICS, INC.Series B Common Stock Purchase Warrant • December 11th, 2023 • ZyVersa Therapeutics, Inc. • Pharmaceutical preparations
THIS Series B 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 or times on or after [December ______], 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the eighteen-month anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ZyVersa Therapeutics, Inc., a Delaware corporation (the “Company”), up to [●] shares of common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). 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).
COMMON STOCK PURCHASE WARRANT LARKSPUR HEALTH ACQUISITION CORP.Security Agreement • December 13th, 2022 • ZyVersa 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 hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December 12, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Larkspur Health Acquisition Corp., a Delaware corporation (the “Company”), up to [______]1 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).
CONFIDENTIAL August 1, 2024Financial Advisory Agreement • August 1st, 2024 • ZyVersa Therapeutics, Inc. • Pharmaceutical preparations • New York
The purpose of this financial advisory agreement (this “Agreement”) is to confirm the engagement of A.G.P./Alliance Global Partners (“A.G.P.”) by ZyVersa Therapeutics, Inc. (the “Company”) to render Financial Services (as defined below) to the Company.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 13th, 2022 • ZyVersa Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 20, 20221, between Larkspur Health Acquisition Corp., 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”).
December 20, 2021Underwriting Agreement • December 23rd, 2021 • Larkspur Health Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Larkspur Health Acquisition Corp., a Delaware corporation (the “Company”), and A.G.P./Alliance Global Partners, 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 7,500,000 of the Company’s units (including up to 1,125,000 units that may be purchased to cover over-allotments, if any) (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 three-fourths of one redeemable warrant (the “Warrant”). Each whole 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
VARIANT PHARMACEUTICALS, INC. WARRANT CERTIFICATEWarrant Agreement • September 27th, 2022 • Larkspur Health Acquisition Corp. • Pharmaceutical preparations
This Warrant (the “Warrant”) is being issued pursuant to the Subscription Agreement, dated as of the date hereof (the “Subscription Agreement”), by and between the Company and L&F Research LLC, which was entered into in connection with the License Agreement, effective as of the Issuance Date set forth above, by and between the Company and L&F Research LLC (the “License Agreement”).
PRIVATE UNITS PURCHASE AGREEMENTPrivate Units Purchase Agreement • December 23rd, 2021 • Larkspur Health Acquisition Corp. • Blank checks • New York
This Private Units Purchase Agreement (this “Agreement”) is made as of December 20, 2021 between Larkspur Health Acquisition Corp., a Delaware corporation (the “Company”), and the individuals listed in Schedule I (each a “Subscriber” and collectively, the “Subscribers”).
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 27th, 2022 • Larkspur Health Acquisition Corp. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made and entered into effective September [●], 2022 between Larkspur Health Acquisition Corp., 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”). Capitalized terms not defined herein shall have the same meaning as set forth in the Securities Purchase Agreement (as defined below).
CONFIDENTIAL November 5, 2024Financial Advisory Agreement • November 6th, 2024 • ZyVersa Therapeutics, Inc. • Pharmaceutical preparations • New York
The purpose of this financial advisory agreement (this “Agreement”) is to confirm the engagement of A.G.P./Alliance Global Partners (“A.G.P.”) by ZyVersa Therapeutics, Inc. (the “Company”) to render Financial Services (as defined below) to the Company.
LOCK-UP AGREEMENTLock-Up Agreement • November 21st, 2023 • ZyVersa Therapeutics, Inc. • Pharmaceutical preparations
SUBSCRIPTION AGREEMENTSubscription Agreement • September 17th, 2021 • Larkspur Health Acquisition Corp. • Blank checks
The undersigned hereby subscribes for 9,584 shares of Class B common stock, par value $0.0001 per share (the “Shares”) of Larkspur Health Acquisition Corp, a Delaware corporation (the “Company”). In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $111 to the Company.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2022 • ZyVersa Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 12, 2022, is made and entered into by and among ZyVersa Therapeutics, Inc., a Delaware corporation (f/k/a Larkspur Health Acquisition Corp., the “Company”, and prior to the Merger (as defined below), the Company is referred to herein as the “SPAC”), certain investors listed on the signature pages hereto (such investors collectively with Larkspur Health LLC (the “Sponsor”), the “Initial Investors”), and the undersigned parties listed under Holders on the signature pages hereto (each such party, together with the Initial Investors and any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
NONQUALIFIED STOCK OPTION GRANT AGREEMENTNonqualified Stock Option Grant Agreement • September 27th, 2022 • Larkspur Health Acquisition Corp. • Pharmaceutical preparations • Delaware
This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Zyversa Therapeutics, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”).
AMENDMENT TO LICENSE AGREEMENT (AMENDMENT 1)License Agreement • September 27th, 2022 • Larkspur Health Acquisition Corp. • Pharmaceutical preparations
This is a first amendment (Amendment 1) to the December 15, 2015 License Agreement (the “License Agreement”) made by and between L&F Research LLC (“Licensor”), and Variant Pharmaceuticals, Inc. (“Licensee”). Each is a “Party” and collectively, the two are the “Parties.” Terms used herein but not defined herein have the meanings given them in the License Agreement.
ESCROW AGREEMENTEscrow Agreement • April 18th, 2023 • ZyVersa Therapeutics, Inc. • Pharmaceutical preparations • New York
This ESCROW AGREEMENT (this “Agreement”) made as of [●], 2023, by and among ZyVersa Therapeutics, Inc. (the “Issuer”), whose address and other information appears on the Information Sheet (as defined herein) attached to this Agreement, and Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, NY 10004 (the “Escrow Agent”).
PRIVATE UNITS PURCHASE AGREEMENTPrivate Units Purchase Agreement • December 23rd, 2021 • Larkspur Health Acquisition Corp. • Blank checks • New York
This Private Units Purchase Agreement (this “Agreement”) is made as of December 20, 2021 between Larkspur Health Acquisition Corp., a Delaware corporation (the “Company”), and Larkspur Health LLC, a Delaware limited liability company (the “Subscriber”).
