Molekule Group, Inc. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 9th, 2023 • Molekule Group, Inc. • Industrial & commercial fans & blowers & air purifing equip • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 3, 2023, between Molekule Group, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 9th, 2023 • Molekule Group, Inc. • Industrial & commercial fans & blowers & air purifing equip
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 5 2023, between Molekule Group, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
MOLEKULE GROUP, INC COMMON STOCK PURCHASE WARRANTSecurity Agreement • May 9th, 2023 • Molekule Group, Inc. • Industrial & commercial fans & blowers & air purifing equip
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. 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 twenty (20) days after an information statement pursuant to Schedule 14C (the “Information Statement”) is mailed to the Company’s stockholders (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the eight-month anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, then the Termination Date shall be the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Molekule Group, Inc., a Delaware corporation (the “Company”), up to 3,125,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”). The purchase pric
AEROCLEAN TECHNOLOGIES, INC. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 30th, 2022 • AeroClean Technologies, Inc. • Industrial & commercial fans & blowers & air purifing equip • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June [__], 2022, between AeroClean Technologies, 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”).
MOLEKULE GROUP, INC. COMMON STOCK PURCHASE WARRANTSecurities Agreement • May 9th, 2023 • Molekule Group, Inc. • Industrial & commercial fans & blowers & air purifing equip
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. 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 May 5, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Molekule Group, Inc., a Delaware corporation (the “Company”), up to 2,850,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.01 per share, (the “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).
AeroClean Technologies, Inc. COMMON STOCK PURCHASE WARRANTSecurity Agreement • June 30th, 2022 • AeroClean Technologies, Inc. • Industrial & commercial fans & blowers & air purifing equip
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, upon the earlier of (x) the Effective Date (as defined in the Purchase Agreement) and (y) [__] (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth year anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, then the Termination Date shall be the immediately following Trading Day (the “Termination Date”), but not thereafter, to subscribe for and purchase from AeroClean Technologies, Inc., a Delaware corporation (the “Company”), up to 1,500,000 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).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 31st, 2023 • Molekule Group, Inc. • Industrial & commercial fans & blowers & air purifing equip
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 24, 2016 (the “Effective Date”), between SILICON VALLEY BANK, a California corporation (“Bank”), and MOLEKULE, INC. (fka Transformair, Inc.), a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
AMENDED & RESTATED REGISTRATION RIGHTS AGREEMENT by and among AeroClean Technologies, Inc., Amin J. Khoury, Crosslink Capital, Inc., Foundry Group Next, L.P. and the Holders Dated as of January 12, 2023Registration Rights Agreement • January 12th, 2023 • Molekule Group, Inc. • Industrial & commercial fans & blowers & air purifing equip • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of January 12, 2023 (this “Agreement”), by and among (i) AeroClean Technologies, Inc., a Delaware corporation (the “Company”), (ii) Amin J. Khoury, Crosslink Capital, Inc. and Foundry Group Next, L.P. (each, together with their respective permitted transferees, a “Major Holder” and, collectively, the “Major Holders”) and (iii) the other Holders party hereto from time to time, amending and restating in its entirety that certain registration rights agreement, dated as of November 29, 2021, by and among the Company, Amin J. Khoury and the other Holders party thereto.
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 31st, 2023 • Molekule Group, Inc. • Industrial & commercial fans & blowers & air purifing equip
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 29, 2019 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and MOLEKULE, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety that certain Loan and Security Agreement, dated as of June 29, 2016, by and between Borrower and Bank (as amended, the “Prior Agreement”). The parties agree as follows:
MEZZANINE LOAN AND SECURITY AGREEMENTMezzanine Loan and Security Agreement • March 31st, 2023 • Molekule Group, Inc. • Industrial & commercial fans & blowers & air purifing equip
THIS MEZZANINE LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 22, 2021 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and MOLEKULE, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 4th, 2022 • AeroClean Technologies, Inc. • Industrial & commercial fans & blowers & air purifing equip • Florida
This Amended and Restated Executive Employment Agreement (the “Agreement”), is made effective as of the Effective Date (as defined below), between AeroClean Technologies, Inc. (“Company”), and Jason DiBona (“Executive”).
ContractPurchase Option Agreement • October 8th, 2021 • AeroClean Technologies, LLC • Industrial & commercial fans & blowers & air purifing equip • New York
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT THIS PURCHASE OPTION SHALL NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THE SECURITIES FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS IMMEDIATELY FOLLOWING THE CLOSING DATE, AS HEREAFTER DEFINED. THIS PURCHASE OPTION IS NOT EXERCISABLE AFTER FIVE YEARS FROM THE CLOSING DATE.
CONFIDENTIALITY, NON-COMPETITION, NON-SOLICITATION AND INVENTIONS ASSIGNMENT AGREEMENTConfidentiality, Non-Competition, Non-Solicitation and Inventions Assignment Agreement • April 3rd, 2023 • Molekule Group, Inc. • Industrial & commercial fans & blowers & air purifing equip • New York
This Confidentiality, Non-Competition, Non-Solicitation and Inventions Assignment Agreement (the “Agreement”), is made by and between AeroClean Technologies, Inc. (“Company”), and Ritankar Pal (“Executive”), effective as of the effective date of that certain Executive Employment Agreement by and between Company and Executive dated on or about the date hereof.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 3rd, 2021 • AeroClean Technologies, LLC • Industrial & commercial fans & blowers & air purifing equip • Florida
This Executive Employment Agreement (the “Agreement”), is made as of November 1, 2020 (the “Effective Date”), between Aero Clean Technologies, LLC (“Company”), and Jason DiBona (“Executive”).
AEROCLEAN TECHNOLOGIES, INC. 2021 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • September 3rd, 2021 • AeroClean Technologies, LLC • Industrial & commercial fans & blowers & air purifing equip • Delaware
AeroClean Technologies, Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) the number of Restricted Stock Units set forth below (the “RSUs”). The RSUs are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”), the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in the Grant Notice and the Agreement.
UNDERWRITING AGREEMENTUnderwriting Agreement • October 8th, 2021 • AeroClean Technologies, LLC • Industrial & commercial fans & blowers & air purifing equip • New York
The undersigned, AeroClean Technologies, Inc., which was converted from a Florida limited liability company into a limited liability company under the laws of the State of Delaware, under the name AeroClean Technologies, LLC, in September 2020, and was converted into a Delaware corporation on [ ], 2021 (the “Company”), hereby confirms its agreement (this “Agreement”) with The Benchmark Company, LLC and HCFP/Capital Markets LLC (hereinafter the “Representatives”) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
JOINDER AND THIRD LOAN MODIFICATION AGREEMENTLoan Modification Agreement • March 31st, 2023 • Molekule Group, Inc. • Industrial & commercial fans & blowers & air purifing equip
This Joinder and Third Loan Modification Agreement (this “Agreement”) is entered into as of January 12, 2023, by and among (a) SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 505 Howard Street, 3rd Floor, San Francisco, California 94105 (“Bank”), (b) MOLEKULE, INC., a Delaware corporation, whose address is 1301 Folsom Street, San Francisco, California 94103 (“Existing Borrower”), and (c) MOLEKULE GROUP, INC. (F/K/A AEROCLEAN TECHNOLOGIES, INC.), a Delaware corporation, whose address is 10455 Riverside Drive, Palm Beach Gardens, Florida 33410 (“New Borrower”). New Borrower and Existing Borrower, are hereinafter jointly and severally, individually and collectively, “Borrower”.
Amendment to Executive Employment AgreementExecutive Employment Agreement • September 3rd, 2021 • AeroClean Technologies, LLC • Industrial & commercial fans & blowers & air purifing equip • Florida
This Amendment (“Amendment”) to the Executive Employment Agreement by and between Aeroclean Technologies, LLC ( “Company”) and Jason DiBona (“Executive”), dated as of November 1, 2020 (the “Employment Agreement”), is entered into by the Company and Executive as of May 1, 2021. Capitalized terms used and not defined herein shall have the meanings given thereto in the Employment Agreement.
AMENDMENT TO THE EXECUTIVE EMPLOYMENT AGREEMENT January 12, 2023Executive Employment Agreement • January 12th, 2023 • Molekule Group, Inc. • Industrial & commercial fans & blowers & air purifing equip
This Amendment to the Executive Employment Agreement (the “Amendment”), is made as of the Effective Date (as defined below), between Molekule Group, Inc. (f/k/a AeroClean Technologies, Inc.) (“Company”) and Jonathan Harris (“Executive”).
STANDARD EXCLUSIVE LICENSE AGREEMENT WITH SUBLICENSING TERMS Agreement# Number LIC14095.Standard Exclusive License Agreement • March 31st, 2023 • Molekule Group, Inc. • Industrial & commercial fans & blowers & air purifing equip
This Agreement is made effective July 15, 2015, (the “Effective Date”) by and between the University of South Florida Research Foundation, Inc. (hereinafter called “Licensor”), a nonstock, nonprofit Florida corporation, under Chapter 617 Florida Statutes, and a direct support organization of the University of South Florida (“University”) pursuant to section 1004.28 Florida Statutes and Transformair, Inc. (hereinafter called “Licensee”), small corporation organized and existing under the laws of Delaware;
FIRST AMENDMENT TO MASTER LEASE AGREEMENTMaster Lease Agreement • March 31st, 2023 • Molekule Group, Inc. • Industrial & commercial fans & blowers & air purifing equip
THIS FIRST AMENDMENT TO MASTER LEASE AGREEMENT (“Amendment”) is entered into on August 25, 2021 (“Effective Date”), by and among TRINITY FUNDING 1, LLC, a Delaware limited liability company (as successor in interest to TRINITY CAPITAL INC., a Maryland corporation) (“Lessor”), and MOLEKULE, INC., a Delaware corporation (“Lessee”).
SECOND LOAN MODIFICATION AGREEMENTLoan Modification Agreement • March 31st, 2023 • Molekule Group, Inc. • Industrial & commercial fans & blowers & air purifing equip
This Second Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of June 19, 2020, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 505 Howard Street, 3rd Floor, San Francisco, California 94105 (“Bank”) and MOLEKULE, INC., a Delaware corporation whose address is 1184 Harrison Street, San Francisco, California 94103 (“Borrower”).
FORM OF STOCKHOLDERS AGREEMENTStockholders Agreement • November 9th, 2022 • AeroClean Technologies, Inc. • Industrial & commercial fans & blowers & air purifing equip • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of [•], 2022 by and among AeroClean Technologies, Inc., a Delaware corporation (the “Parent”), and the stockholders named in Schedule I hereto and any additional person that becomes a party to this Agreement in accordance with the terms hereof (collectively, the “Stockholders”).
THIRD LOAN MODIFICATION AGREEMENTLoan Modification Agreement • March 31st, 2023 • Molekule Group, Inc. • Industrial & commercial fans & blowers & air purifing equip
This Third Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of March 22, 2021, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 505 Howard Street, 3rd Floor, San Francisco, California 94105 (“Bank”) and MOLEKULE, INC., a Delaware corporation whose address is 1184 Harrison Street, San Francisco, California 94103 (“Borrower”).
FOURTH LOAN MODIFICATION AGREEMENTLoan Modification Agreement • March 31st, 2023 • Molekule Group, Inc. • Industrial & commercial fans & blowers & air purifing equip
This Fourth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of May 19, 2022, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 505 Howard Street, 3rd Floor, San Francisco, California 94105 (“Bank”) and MOLEKULE, INC., a Delaware corporation whose address is 1301 Folsom Street, San Francisco, California 94103 (“Borrower”).
Stockholders Letter AgreementStockholders Letter Agreement • June 30th, 2022 • AeroClean Technologies, Inc. • Industrial & commercial fans & blowers & air purifing equip • Delaware
This Stockholders Letter Agreement (this “Agreement”) is dated as of June [ ], 2022 and is delivered by Amin J. Khoury, Lewis Pell, David Helfet, M.D. and Dateline TV Holdings, Inc. (collectively, the “Stockholders”).
STOCKHOLDERS AGREEMENTStockholders Agreement • January 12th, 2023 • Molekule Group, Inc. • Industrial & commercial fans & blowers & air purifing equip • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of January 12, 2023 by and among AeroClean Technologies, Inc., a Delaware corporation (the “Parent”), and the stockholders named in Schedule I hereto and any additional person that becomes a party to this Agreement in accordance with the terms hereof (collectively, the “Stockholders”).
CONFIRMATORY ASSIGNMENT AGREEMENTConfirmatory Assignment Agreement • March 31st, 2023 • Molekule Group, Inc. • Industrial & commercial fans & blowers & air purifing equip • California
This Confirmatory Assignment Agreement (“Agreement”) is made effective as of this 20th day of February 2019 (the “Effective Date”), by and between Advanced Technologies & Testing Laboratories, a Florida corporation (“ATTL”), and Molekule, Inc., a Delaware corporation (the “Company”). ATTL and the Company may be referred to individually as a “party” or collectively as the “parties”.
STANDARD EXCLUSIVE LICENSE AGREEMENT WITH SUBLICENSING TERMSStandard Exclusive License Agreement • March 31st, 2023 • Molekule Group, Inc. • Industrial & commercial fans & blowers & air purifing equip
CONSULTANT AGREEMENTConsultant Agreement • September 3rd, 2021 • AeroClean Technologies, LLC • Industrial & commercial fans & blowers & air purifing equip • Florida
This Consultant Agreement (hereinafter “Agreement”), dated effective as of May 1, 2020 (“Effective Date”) is entered into between CleanCo Bioscience Group LLC (hereinafter “the Company”), and Jason DiBona (hereinafter “Consultant.”)
FIRST LOAN MODIFICATION AGREEMENTLoan Modification Agreement • March 31st, 2023 • Molekule Group, Inc. • Industrial & commercial fans & blowers & air purifing equip
This First Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of March 9, 2020, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 505 Howard Street, 3rd Floor, San Francisco, California 94105 (“Bank”) and MOLEKULE, INC., a Delaware corporation whose address is 1184 Harrison Street, San Francisco, California 94103 (“Borrower”).
AGREEMENT AND PLAN OF MERGER dated as of October 3, 2022 by and among AEROCLEAN TECHNOLOGIES, INC. AIR KING MERGER SUB INC. and molekule, Inc.Merger Agreement • October 4th, 2022 • AeroClean Technologies, Inc. • Industrial & commercial fans & blowers & air purifing equip • Delaware
FIFTH LOAN MODIFICATION AGREEMENTLoan Modification Agreement • March 31st, 2023 • Molekule Group, Inc. • Industrial & commercial fans & blowers & air purifing equip
This Fifth Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of October 1, 2022, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at 505 Howard Street, 3rd Floor, San Francisco, California 94105 (“Bank”) and MOLEKULE, INC., a Delaware corporation whose address is 1301 Folsom Street, San Francisco, California 94103 (“Borrower”).
JOINDER TO MASTER LEASE AGREEMENTJoinder to Master Lease Agreement • March 31st, 2023 • Molekule Group, Inc. • Industrial & commercial fans & blowers & air purifing equip
This Joinder to Master Lease Agreement (this “Agreement”) is entered into as of January 12, 2023, by and among (a) TRINITY CAPITAL INC., a Maryland corporation (“Lessor”), (b) MOLEKULE, INC., a Delaware corporation (“Lessee”), and MOLEKULE GROUP, INC., a Delaware corporation (“New Co-Lessee”).
BACKSTOP PURCHASE AGREEMENTBackstop Purchase Agreement • October 4th, 2022 • AeroClean Technologies, Inc. • Industrial & commercial fans & blowers & air purifing equip • New York
This BACKSTOP PURCHASE AGREEMENT (this “Agreement”), dated as of October 3, 2022, is made by and among Molekule, Inc., a Delaware corporation (the “Company”), Foundry Group Next, L.P. (“Foundry” or the “Backstop Purchaser”), and AeroClean Technologies, Inc., a Delaware corporation (the “Parent”).
