UNDERWRITING AGREEMENT between HILLSTREAM BIOPHARMA, INC. and THINKEQUITY LLC as Representative of the Several Underwriters HILLSTREAM BIOPHARMA, INC.Underwriting Agreement • May 1st, 2023 • Hillstream BioPharma Inc. • Pharmaceutical preparations • New York
The undersigned, Hillstream BioPharma, 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 Hillstream BioPharma, 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:
PRE-FUNDED COMMON STOCK PURCHASE WARRANT THARIMMUNE, INC.Security Agreement • June 20th, 2024 • Tharimmune, Inc. • 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 hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tharimmune, 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).
HILLSTREAM BIOPHARMA, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 27th, 2021 • Hillstream BioPharma Inc. • Pharmaceutical preparations • Delaware
This INDEMNIFICATION AGREEMENT (“Agreement”) is made as of [ ], 2021 by and between Hillstream BioPharma, 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.
FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT THARIMMUNE, INC.Warrant Agreement • November 17th, 2023 • Tharimmune, Inc. • Pharmaceutical preparations • New York
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 Issue Date and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tharimmune, Inc. (formerly Hillstream BioPharma, Inc.), a Delaware corporation (the “Company”), up to ______ shares of 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 THARIMMUNE, Inc.Common Stock Purchase Warrant • June 20th, 2024 • Tharimmune, 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, beginning six months after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from Tharimmune, 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).
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • June 7th, 2024 • Tharimmune, Inc. • Pharmaceutical preparations • New York
Tharimmune, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with Rodman & Renshaw LLC (the “Manager”) as follows:
FORM OF REPRESENTATIVE’S WARRANT AGREEMENT Tharimmune, Inc.Representative’s Warrant Agreement • November 17th, 2023 • Tharimmune, Inc. • Pharmaceutical preparations
THIS WARRANT TO PURCHASE COMMON STOCK (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 [__], 2023 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tharimmune, Inc. (formerly Hillstream BioPharma, Inc.), a Delaware corporation (the “Company”), up to ______ shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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 • June 20th, 2024 • Tharimmune, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 18, 2024 (the “Effective Date”), between Tharimmune, 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”).
UNDERWRITING AGREEMENT between THARIMMUNE, INC. and THINKEQUITY LLC as Representative of the Several Underwriters THARIMMUNE, INC.Underwriting Agreement • November 17th, 2023 • Tharimmune, Inc. • Pharmaceutical preparations • New York
The undersigned, Tharimmune, Inc. (formerly Hillstream BioPharma, 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 Tharimmune, 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:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 6th, 2024 • Tharimmune, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 5, 2024 (the “Effective Date”), between Tharimmune, 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”).
AMENDED and RESTATED MILBY EMPLOYMENT AGREEMENTEmployment Agreement • July 11th, 2023 • Hillstream BioPharma Inc. • Pharmaceutical preparations • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of July 6, 2023 (the “Effective Date”) by and between Hillstream BioPharma Inc., a Delaware corporation with principal executive offices at 245 Main Street, Suite 204, Chester, New Jersey 07930 (“Company”), and Randy D. Milby, residing at [ ] (“Executive”). Each of Company and Executive is referred to herein as a “Party” and together they are referred to as the “Parties.”
PATENT LICENSE AGREEMENTPatent License Agreement • November 7th, 2023 • Tharimmune, Inc. • Pharmaceutical preparations • New York
THIS PATENT LICENSE AGREEMENT (this “Agreement”) is entered into as of the 3rd day of November, 2023, (the “Effective Date”) by and between Avior Inc. dba Avior Bio, a North Carolina corporation (the “Licensor”) and Tharimmune, Inc., a Delaware corporation (the “Licensee”). Licensor and Licensee may individually be referred to as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 27th, 2021 • Hillstream BioPharma Inc. • Pharmaceutical preparations • New Jersey
This First Amendment (the “Amendment”) to the Amended and Restated Milby Employment Agreement is dated as September 24, 2021 and is entered into by and between Hillstream BioPharma, Inc., a Delaware corporation (the “Corporation”) and Randy D. Milby (the “Executive”). All capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Employment Agreement (as defined herein).
RESEARCH AND DEVELOPMENT COLLABORATION AND LICENSE AGREEMENTResearch and Development Collaboration and License Agreement • July 11th, 2023 • Hillstream BioPharma Inc. • Pharmaceutical preparations • New York
This Research and Development Collaboration and License Agreement (the “Agreement”) is entered into as of July 5, 2023 (the “Effective Date”) by and between Applied Biomedical Science Institute (ABS Institute), a 501(c)(3) non-profit organization, having a place of business at 11011 Via Frontera, Building D, San Diego, CA 92127 (“ABSI”), and Hillstream BioPharma Inc., a Delaware corporation having an address at 1200 Route 22 East, Suite 2000, Bridgewater, NJ 08807 (“HSB”). HSB and ABSI may be referred to herein individually as a “Party” or collectively as the “Parties”.
PRE-FUNDED COMMON STOCK PURCHASE WARRANT THARIMMUNE, INC.Warrant Agreement • December 6th, 2024 • Tharimmune, Inc. • 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 hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tharimmune, 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).
COMMON STOCK PURCHASE WARRANT THARIMMUNE, INC.Common Warrant • December 6th, 2024 • Tharimmune, 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, beginning six months after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”), but not thereafter, to subscribe for and purchase from Tharimmune, 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).
PATENT LICENSE AGREEMENTPatent License Agreement • November 7th, 2024 • Tharimmune, Inc. • Pharmaceutical preparations • Delaware
This Patent License Agreement (this “Agreement”) is entered into as of September 11, 2024 (the “Effective Date”) by and between Intract Pharma Limited, a company incorporated in England and Wales, whose registered office address is at London Bioscience Innovation Centre, 2 Royal College Street, London NW1 0NH (“Licensor”), and Tharimmune, Inc., a Delaware corporation with a place of business at 1200 Route 22 East, Suite 2000, Bridgewater, New Jersey, USA 08807 (“Licensee”). Licensor and Licensee are each hereafter referred to individually as a “Party” and together as the “Parties”.
