9,000,000 Shares TherapeuticsMD, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • March 21st, 2014 • TherapeuticsMD, Inc. • Pharmaceutical preparations • New York
ASSIGNMENT OF OIL, GAS AND MINERAL LEASE THIS Assignment of Oil, Gas and Mineral Lease is made and entered in to this ___ day of April, 1998, by and between SAINT JAMES OIL LIMITED, a Nevada corporation, with offices at P.O. Box 5188, Stateline...Croff Enterprises Inc • April 1st, 1999 • Crude petroleum & natural gas
TherapeuticsMD, Inc. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementTherapeuticsMD, Inc. • November 27th, 2020 • Pharmaceutical preparations • New York
TherapeuticsMD, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
TherapeuticsMD, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • February 16th, 2021 • TherapeuticsMD, Inc. • Pharmaceutical preparations • New York
TherapeuticsMD, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated in this Underwriting Agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto, if any (the “Underwriters”), for whom Cantor Fitzgerald & Co. is acting as representative (the “Representative”, “you” or “your”), an aggregate of 59,459,460 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 8,918,919 additional shares (the “Optional Shares”) of Common Stock, par value $0.001 per share (“Stock”), of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(B)(10). SUCH EXCLUDED INFORMATION IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.Agreement and Plan of Merger • May 31st, 2022 • TherapeuticsMD, Inc. • Pharmaceutical preparations • Nevada
This Agreement and Plan of Merger (“Agreement”) is made and entered into as of May 27, 2022 (the “Agreement Date”) by and among Athene Parent, Inc., a Nevada corporation (“Parent”), Athene Merger Sub, Inc., a Nevada corporation and wholly owned direct subsidiary of Parent (“Merger Sub”), and TherapeuticsMD, Inc., a Nevada corporation (the “Company”). Each of Parent, Merger Sub and the Company are referred to herein as a “Party” and collectively as the “Parties”. Certain capitalized terms used in this Agreement are defined in Exhibit A.
TherapeuticsMD, Inc. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementTherapeuticsMD, Inc. • March 4th, 2021 • Pharmaceutical preparations • New York
TherapeuticsMD, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2012 • TherapeuticsMD, Inc. • Pharmaceutical preparations • Florida
This Agreement is made, entered into, and is effective as of the Effective Date, by and between the Company and the Executive.
THERAPEUTICSMD, INC. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • February 17th, 2015 • TherapeuticsMD, Inc. • Pharmaceutical preparations • New York
Amended and restated EMPLOYMENT AGREEMENTEmployment Agreement • April 7th, 2023 • TherapeuticsMD, Inc. • Pharmaceutical preparations • Florida
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), by and between TherapeuticsMD, Inc., a Nevada corporation (the “Company”), and Marlan Walker (“Executive”) is entered into and effective as of the 18 day of December 2018 (the “Effective Date”).
COMMON STOCK PURCHASE WARRANT THERAPEUTICSMD, INC.TherapeuticsMD, Inc. • February 6th, 2013 • Pharmaceutical preparations • Florida
This is to certify that, for the payment of $100 and other good and valuable consideration received, PLATO & ASSOCIATES, LLC (the “Holder”), or its registered assigns, is entitled, at any time from the Issuance Date (as hereinafter defined) to the Expiration Date (as hereinafter defined), to purchase from THERAPEUTICSMD, INC., a Nevada corporation (the “Company”), One Million Two Hundred Fifty Thousand Shares (1,250,000) shares of the Company's Common Stock (as hereinafter defined and subject to adjustment as provided herein), in whole or in part, including fractional parts, at a purchase price per share equal to $3.20 subject to any adjustments made to such amount pursuant to Section 4 hereto) on the terms and conditions and pursuant to the provisions hereinafter set forth.
AMENDMENT NO. 11 TO FINANCING AGREEMENTFinancing Agreement • May 31st, 2022 • TherapeuticsMD, Inc. • Pharmaceutical preparations • New York
AMENDMENT NO. 11 TO FINANCING AGREEMENT, dated as of May 27, 2022 (this “Amendment”), to the Financing Agreement, dated as of April 24, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), by and among THERAPEUTICSMD, INC., a Nevada corporation (“Company” or “Borrower”), certain Subsidiaries of Borrower, as Guarantors, the Lenders from time to time party thereto, and SIXTH STREET SPECIALTY LENDING, INC., a Delaware corporation (“Sixth Street”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).
SECURITY AGREEMENTSecurity Agreement • December 22nd, 2010 • AMHN, Inc. • Crude petroleum & natural gas • California
THIS SECURITY AGREEMENT (this “Security Agreement”) is made as of December 16, 2010 by and between AMHN, INC., a Nevada corporation (“Debtor”), and SEATAC DIGITAL RESOURCES, INC., a Delaware corporation (“Seatac”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 22nd, 2015 • TherapeuticsMD, Inc. • Pharmaceutical preparations • Florida
EMPLOYMENT AGREEMENT (this “Agreement”), by and between TherapeuticsMD, Inc., a Nevada corporation (the “Company”), and Brian Bernick, M.D. (“Executive”) is entered into and effective as of the 17th day of December, 2015 (the “Effective Date”).
STOCK TRANSFER AGREEMENTStock Transfer Agreement • December 22nd, 2010 • AMHN, Inc. • Crude petroleum & natural gas • Florida
THIS STOCK TRANSFER AGREEMENT is entered into on December 17, 2010 by and between Donald R. Mastropietro (“Seller”) and Jo Cee, LLC, a Florida limited liability company (“Buyer”).
THERAPEUTICSMD, INC. SECURITY AGREEMENTSecurity Agreement • June 21st, 2012 • TherapeuticsMD, Inc. • Pharmaceutical preparations • Florida
This Security Agreement (as amended, modified or otherwise supplemented from time to time, this “Agreement”), dated as of June 19, 2012, is executed by TherapeuticsMD, Inc., a Nevada corporation, and its subsidiary, vitaMedMD, LLC, a Delaware limited liability company (together with its successors and assigns, the “Debtor”), in favor of Joel C. Schneider of Sommer and Schneider, LLP as Collateral Agent (as herein defined) on behalf of the lenders set forth on Schedule I attached hereto (each, a “Secured Party” and collectively, the “Secured Parties”).
GUARANTY AGREEMENTGuaranty Agreement • December 22nd, 2010 • AMHN, Inc. • Crude petroleum & natural gas • California
THIS GUARANTY is made as of December 16, 2010 by Spectrum Health Network, Inc., a Delaware corporation, (“Guarantor”), in favor of SEATAC DIGITAL RESOURCES, INC., a Delaware corporation (“Seatac”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 31st, 2022 • TherapeuticsMD, Inc. • Pharmaceutical preparations • Nevada
This Subscription Agreement is entered into and dated as of October 28, 2022 (this “Agreement”), by and among TherapeuticsMD, Inc., a Nevada corporation with offices located at 951 Yamato Road, Suite 220, Boca Raton, FL 33431 (the “Company”), and Rubric Capital Management LP (on behalf of certain of its managed or sub-managed funds and accounts, the “Subscriber”). Capitalized terms not defined below shall have the meaning as set forth in Section 1.1.
SUBSCRIPTION AGREEMENTSubscription Agreement • October 31st, 2022 • TherapeuticsMD, Inc. • Pharmaceutical preparations • Nevada
This Subscription Agreement is entered into and dated as of October 28, 2022 (this “Agreement”), by and among TherapeuticsMD, Inc., a Nevada corporation with offices located at 951 Yamato Road, Suite 220, Boca Raton, FL 33431 (the “Company”), and the Subscribers identified on the Schedule of Subscribers attached hereto (each, a “Subscriber” and, together, the “Subscribers”). Capitalized terms not defined below shall have the meaning as set forth in Section 1.1.
STOCK PLEDGE AND ESCROW AGREEMENTStock Pledge and Escrow Agreement • December 22nd, 2010 • AMHN, Inc. • Crude petroleum & natural gas • California
THIS STOCK PLEDGE AND ESCROW AGREEMENT (this “Agreement”), dated as of December 16, 2010, is made by and between AMHN, INC., a Nevada corporation, (“Pledgor”), and SEATAC DIGITAL RESOURCES, INC., a Delaware corporation (“Seatac”). All capitalized terms used herein without definitions shall have the respective meanings ascribed to them in the Note Purchase Agreement of even date herewith by and between Seatac and Pledgor (the “Note Purchase Agreement”).
Consulting AgreementConsulting Agreement • February 26th, 2016 • TherapeuticsMD, Inc. • Pharmaceutical preparations • Florida
This Consulting Agreement (“Agreement”) by and between Sancilio and Company, Inc., a Florida corporation (“SCI”), and TherapeuticsMD, Inc., a Nevada corporation (“Therapeutics”), is entered into as of May 17, 2012 (the “Effective Date”). Each of SCI and Therapeutics are referred to hereinafter as a “Party” and collectively as the “Parties.”
THERAPEUTICSMD, INC. and as Trustee Guaranteed to the extent set forth therein by the Guarantors named herein. INDENTURE dated as ofIndenture • January 25th, 2013 • TherapeuticsMD, Inc. • Pharmaceutical preparations • New York
INDENTURE dated as of _____________ by and among THERAPEUTICSMD, INC., a Nevada corporation (the “Company”), the guarantors listed on Schedule 1 hereto (herein called the “Guarantors”), and [_____________], as Trustee (the “Trustee”).
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • October 24th, 2011 • TherapeuticsMD, Inc. • Pharmaceutical preparations • Nevada
This Debt Conversion Agreement made as of this 18th day of October, 2011 between THERAPEUTICSMD, INC., f/k/a AMHN, Inc., a Nevada corporation (the “Company”) and FIRST CONQUEST INVESTMENT GROUP, LLC (“Creditor”).
SOFTGEL COMMERCIAL SUPPLY AGREEMENT (Estradiol softgel capsules)Commercial Supply Agreement • July 30th, 2018 • TherapeuticsMD, Inc. • Pharmaceutical preparations • Delaware
This Softgel Commercial Supply Agreement (“Agreement”) is made as of this 20th day of April, 2016 (“Effective Date”), by and between TherapeuticsMD, Inc., a Nevada corporation, with a place of business at 6800 Broken Sound Parkway NW, Third Floor, Boca Raton, Florida 33487 (“Client”), and Catalent Pharma Solutions, LLC, a Delaware limited liability company, having a place of business at 14 Schoolhouse Road, Somerset, New Jersey 08873 (“Catalent”).
GUARANTOR SECURITY AGREEMENTGuarantor Security Agreement • December 22nd, 2010 • AMHN, Inc. • Crude petroleum & natural gas • California
THIS GUARANTOR SECURITY AGREEMENT (this “Security Agreement”) is made as of December 16, 2010 by and between Spectrum Health Network, Inc., a Delaware corporation (“Debtor”), and Seatac Digital Resources, Inc., a Delaware corporation (“Seatac”).
SHARE ISSUANCE AGREEMENTShare Issuance Agreement • March 18th, 2009 • Croff Enterprises Inc • Crude petroleum & natural gas • California
This Share Issuance Agreement (the “Agreement”) is entered into as of June 18, 2008 (the “Effective Date”), by and between Terrace Lane, LLC (“TL”) and Croff Enterprises, Inc. (“Croff”), with reference to the following facts and circumstances:
Financing AgreementFinancing Agreement • February 2nd, 2012 • TherapeuticsMD, Inc. • Pharmaceutical preparations • Rhode Island
This Financing Agreement (the “Agreement”) is between (i) Lang Naturals, Inc., a Rhode Island corporation, having its principal place of business at 20 Silva Lane, Middletown, RI 02842-7201 (“Lang”) and (ii) VitaMedMD, LLC, a Delaware limited liability company with offices located at 951 Broken Sound Parkway NW, Suite 320 Boca Raton, FL 33487 (“VitaMedMD”) is made and entered into effective as of September 20, 2011 (the “Effective Date”).
PROSPECT PARTICIPATION AGREEMENT Yorktown Re-entry Prospect: DeWitt County, TexasProspect Participation Agreement • March 1st, 2005 • Croff Enterprises Inc • Crude petroleum & natural gas • Texas
This Prospect Participation Agreement (together with the attachments and exhibits hereto, the "Agreement") is dated this ____ day of November, 2004, by and between Croff Enterprises, Inc., whose address is 621 17th St., Suite 830, Denver, CO 80293, hereinafter referred to as "Croff," and Tempest Energy Resources, LP, whose address is 5151 East Beltline, Suite 360, Dallas, TX 75254, hereinafter referred to as "Tempest." Croff and Tempest are hereinafter collectively referred to as "Participants" or "Parties," or individually as "Party."
AMHN, INC. $487,532 SECURED PROMISSORY NOTE DUE ON DEMAND NOTE PURCHASE AGREEMENT by and between AMHN, INC. and SEATAC DIGITAL RESOURCES, INC. DATED DECEMBER 16, 2010Note Purchase Agreement • December 22nd, 2010 • AMHN, Inc. • Crude petroleum & natural gas • California
This NOTE PURCHASE AGREEMENT (the “Agreement”), dated this 16th day of December, 2010, is made by and between AMHN, INC., a Nevada corporation (the “Company”), and SEATAC DIGITAL RESOURCES, INC., a Delaware corporation (the “Purchaser”).
CONFIDENTIAL LICENSE AGREEMENTLicense Agreement • November 8th, 2018 • TherapeuticsMD, Inc. • Pharmaceutical preparations • New York
This License Agreement (the “Agreement”) is made as of July 30, 2018 (the “Effective Date”) by and between The Population Council, Inc., having a principal place of business of One Dag Hammarskjold Plaza, New York, NY, 10017 (“Council”) and TherapeuticsMD, Inc., a Nevada Corporation having a principal place of business at 6800 Broken Sound Parkway, NW, 3rd Floor, Boca Raton, Florida 33487 (“LICENSEE”).
AGREEMENT TO FORFEIT NON-QUALIFIED STOCK OPTIONSNon-Qualified Stock Options • May 10th, 2013 • TherapeuticsMD, Inc. • Pharmaceutical preparations • Nevada
THIS AGREEMENT is dated as of May 8, 2013 (the “Agreement”), between Robert G. Finizio (the “Executive”) and TherapeuticsMD, Inc., a Nevada corporation (the “Company”).
AMENDMENT NO. 16 TO FINANCING AGREEMENTFinancing Agreement • August 1st, 2022 • TherapeuticsMD, Inc. • Pharmaceutical preparations • New York
AMENDMENT NO. 16 TO FINANCING AGREEMENT, dated as of July 29, 2022 (this “Amendment”), to the Financing Agreement, dated as of April 24, 2019 (as amended, restated, supplemented or otherwise modified from time to time through the date hereof, the “Financing Agreement”), by and among THERAPEUTICSMD, INC., a Nevada corporation (“Company” or “Borrower”), certain Subsidiaries of Borrower, as Guarantors, the Lenders from time to time party thereto, and SIXTH STREET SPECIALTY LENDING, INC., a Delaware corporation (“Sixth Street”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 14th, 2011 • AMHN, Inc. • Crude petroleum & natural gas • Delaware
This stock purchase agreement (this “Agreement”), dated September 8, 2011 is made by and between AMHN, Inc., a Nevada corporation (the “Company”), Pernix Therapeutics, LLC a Louisiana limited liability company (“Purchaser”), and solely for purposes of Section 5, VitaMedMD, LLC, a Delaware limited liability company (“VitaMed”). Collectively, the Company and Purchaser are referred to herein as the “Parties.”
Consulting AgreementConsulting Agreement • October 24th, 2011 • TherapeuticsMD, Inc. • Pharmaceutical preparations
This Consulting Agreement is between (i) Lang Naturals, Inc., a Rhode Island corporation, having its principal place of business at 20 Silva Lane, Middletown, RI 02842-7201 (“Lang”), (ii) VitaMedMD, LLC, a Delaware limited liability company (“VitaMedMD”) and (iii) TherapeuticsMD, Inc., a Nevada corporation and parent company of VitaMedMD (“Therapeutics”), both having offices located at 951 Broken Sound Parkway, Suite 320, Boca Raton, FL 33487, is made and entered into effective as of October 23, 2011 (the “Effective Date”).
LEASE BY AND BETWEEN 951 YAMATO ACQUISITION COMPANY, LLC (“Landlord”) and TherapeuticsMD, Inc. (“Tenant”)Landlord’s Agreement • November 8th, 2019 • TherapeuticsMD, Inc. • Pharmaceutical preparations
AMENDMENT NO. 6 TO FINANCING AGREEMENTFinancing Agreement • November 9th, 2020 • TherapeuticsMD, Inc. • Pharmaceutical preparations • New York
AMENDMENT NO. 6 TO FINANCING AGREEMENT, dated as of November 8, 2020 (this “Amendment”), to the Financing Agreement, dated as of April 24, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), by and among THERAPEUTICSMD, INC., a Nevada corporation (“Company” or “Borrower”), certain Subsidiaries of Borrower, as Guarantors, the Lenders from time to time party thereto, and SIXTH STREET SPECIALTY LENDING, INC., a Delaware corporation (“Sixth Street”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).
