Abeona Therapeutics Inc. Sample Contracts

COMMON STOCK PURCHASE WARRANT Abeona Therapeutics Inc.
Common Stock Purchase Warrant • December 17th, 2021 • Abeona Therapeutics Inc. • Pharmaceutical preparations • New York

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 21, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Abeona Therapeutics 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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Hold

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 3rd, 2022 • Abeona Therapeutics Inc. • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November [___], 2022, between Abeona Therapeutics Inc., a Delaware corporation (the “Company”), and each of the purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

UNDERWRITING AGREEMENT between PLASMATECH BIOPHARMACEUTICALS, INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters PLASMATECH BIOPHARMACEUTICALS, INC.
Underwriting Agreement • November 6th, 2014 • Plasmatech Biopharmaceuticals Inc • Pharmaceutical preparations • New York

The undersigned, PlasmaTech Biopharmaceuticals, 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 PlasmaTech Biopharmaceuticals, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (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:

Agreement Between
Agreement • March 31st, 1999 • Access Pharmaceuticals Inc • Pharmaceutical preparations • New Jersey
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 3rd, 2022 • Abeona Therapeutics Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 3, 2022 (the “Effective Date”), between Abeona 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”).

ABEONA THERAPEUTICS INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of ___________, 20 Debt Securities
Indenture • June 12th, 2024 • Abeona Therapeutics Inc. • Pharmaceutical preparations • New York

INDENTURE, dated as of _____, 20 ____, among Abeona Therapeutics Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):

44,700,000 Shares of Common Stock and Warrants to Purchase 44,700,000 Shares of Common Stock Abeona Therapeutics Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • December 17th, 2021 • Abeona Therapeutics Inc. • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 16th, 2020 • Abeona Therapeutics Inc. • Pharmaceutical preparations • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of _________________ between Abeona Therapeutics Inc., a Delaware corporation (the “Company”), and ___________________________________ (“Indemnitee”).

PRE-FUNDED COMMON STOCK PURCHASE WARRANT Abeona Therapeutics Inc.
Pre-Funded Common Stock Purchase Warrant • May 3rd, 2024 • Abeona Therapeutics 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 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 Abeona Therapeutics 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).

ABEONA THERAPEUTICS INC. Common Stock (par value $0.01 per share) At Market Issuance Sales Agreement
At Market Issuance Sales Agreement • August 26th, 2016 • Abeona Therapeutics Inc. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 14th, 2010 • Access Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 9, 2010, between Access Pharmaceuticals, 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”).

COMMON STOCK PURCHASE WARRANT ACCESS PHARMACEUTICALS, INC.
Common Stock Purchase Warrant • December 14th, 2010 • Access Pharmaceuticals Inc • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 December __, 2010 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Access Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 2nd, 2022 • Abeona Therapeutics Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 29, 2022, between Abeona 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”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 2nd, 2022 • Abeona Therapeutics Inc. • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 2, 2022, between Abeona Therapeutics Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

COMMON STOCK PURCHASE WARRANT To Purchase [100% X (Issue Amount)/(Conversion Price)] Shares of Common Stock of ACCESS PHARMACEUTICALS, INC.
Warrant Agreement • October 26th, 2012 • Access Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS IS TO CERTIFY THAT _______________, or registered assigns (the “Holder”), is entitled, during the Exercise Period (as hereinafter defined), to purchase from Access Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the Warrant Stock (as hereinafter defined and subject to adjustment as provided herein), in whole or in part, at a purchase price of $0.50 per share (as adjusted herein), all on and subject to the terms and conditions hereinafter set forth.

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • October 26th, 2012 • Access Pharmaceuticals Inc • Pharmaceutical preparations • New York

This Agreement is being entered into pursuant to the Preferred Stock and Warrant Purchase Agreement, dated as of October 25, 2012, by and among the Company and the Purchasers (the “Purchase Agreement”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 15th, 2016 • Abeona Therapeutics Inc. • Pharmaceutical preparations • Delaware

This Agreement is made as of the __ day of ___ 201_, by and between Abeona Therapeutics Inc., a Delaware corporation (the “Corporation), and __________ (the “Indemnitee”), a director or officer of the Corporation.

LOAN AND SECURITY AGREEMENT Dated as of January 8, 2024 between ABEONA THERAPEUTICS INC., a Delaware corporation (“Company”), MACROCHEM CORPORATION, a Delaware corporation (“Macrochem”), as a borrower ABEONA THERAPEUTICS LLC, an Ohio limited liability...
Loan and Security Agreement • January 8th, 2024 • Abeona Therapeutics Inc. • Pharmaceutical preparations • New York

Borrower, Lenders and Agent anticipate entering into one or more transactions pursuant to which each Lender agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrower, Lenders and Agent which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties (collectively referred to as this “Agreement”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 3rd, 2023 • Abeona Therapeutics Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July 3, 2023, between Abeona Therapeutics Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (including their respective successors and assigns, the “Purchasers”).

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EMPLOYMENT AGREEMENT
Employment Agreement • May 1st, 2006 • Access Pharmaceuticals Inc • Pharmaceutical preparations • Texas

AGREEMENT dated as of June 1, 2005 between ACCESS Pharmaceuticals, Inc. a Delaware Corporation located at 2600 Stemmons Freeway, Suite 176, Dallas, Texas 75207-2107, (the “Company”), and Stephen B. Thompson, an individual residing at 4231 Bowser Avenue, Dallas, Texas 75219 (the “Executive”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 10th, 2011 • Access Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 1, 2011, by and among Access Pharmaceuticals, Inc., a Delaware corporation with headquarters located at 2600 Stemmons Freeway, Suite 176, Dallas, Texas 75207 (the “Company”), and the investors listed on the Schedule of Investors attached hereto as Exhibit A (individually, an “Investor” and collectively, the “Investors”).

VIA EMAIL
Employment Agreement • May 13th, 2022 • Abeona Therapeutics Inc. • Pharmaceutical preparations • New York

This letter agreement sets forth the terms of your employment as Senior Vice President, Chief Financial Officer, effective March 7, 2022 (the “Effective Date”).

PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT by and among Access Pharmaceuticals, Inc. and the parties named herein on Schedule 1, as Purchasers November 7, 2007
Preferred Stock and Warrant Purchase Agreement • March 11th, 2008 • Access Pharmaceuticals Inc • Pharmaceutical preparations • New York

This PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is dated as of November 7, 2007, among Access Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the purchasers identified on Schedule 1 hereto (each a “Purchaser” and collectively the “Purchasers”).

FORM OF WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • October 24th, 2014 • Plasmatech Biopharmaceuticals Inc • Pharmaceutical preparations • New York

WARRANT AGENCY AGREEMENT made as of October , 2014 (the “Issuance Date”), between PlasmaTech Biopharmaceuticals, Inc., a Delaware corporation, with offices at 4848 Lemmon Ave., Suite 517, Dallas, Texas 75219 (the “Company”), and American Stock Transfer & Trust Company, LLC, with offices at 6201 15th Avenue, Brooklyn, New York 11219 (the “Warrant Agent”).

CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT by and among Access Pharmaceuticals, Inc. and the parties named herein on Schedule 1, as Purchasers December 6, 2006
Convertible Note and Warrant Purchase Agreement • April 2nd, 2007 • Access Pharmaceuticals Inc • Pharmaceutical preparations • New York

This CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is dated as of December 6, 2006, among Access Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the purchasers identified on Schedule 1 hereto (each a “Purchaser” and collectively the “Purchasers”).

AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 18, 2007, BY AND AMONG ACCESS PHARMACEUTICALS, INC., SOMANTA ACQUISITION CORPORATION, SOMANTA PHARMACEUTICALS, INC., SOMANTA INCORPORATED AND SOMANTA LIMITED
Merger Agreement • April 23rd, 2007 • Access Pharmaceuticals Inc • Pharmaceutical preparations • New York

AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of April 18, 2007, by and among Access Pharmaceuticals, Inc., a Delaware corporation ("Parent"), Somanta Acquisition Corporation, a Delaware corporation and a direct wholly-owned Subsidiary of Parent ("Merger Sub"), Somanta Pharmaceuticals, Inc., a Delaware corporation (the "Company"), Somanta Incorporated, a Delaware corporation and a wholly-owned Subsidiary of the Company, and Somanta Limited, a company organized under the laws of England and a wholly-owned Subsidiary of Somanta Incorporated. Certain capitalized terms used herein are defined in Section 8.04.

PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT by and among Access Pharmaceuticals, Inc. and the parties named herein on Schedule 1, as Purchasers October 25, 2012
Preferred Stock and Warrant Purchase Agreement • October 26th, 2012 • Access Pharmaceuticals Inc • Pharmaceutical preparations • New York

This PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is dated as of October 25, 2012, among Access Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the purchasers identified on Schedule 1 hereto (each a “Purchaser” and collectively the “Purchasers”).

ABEONA THERAPEUTICS INC. Common Stock (par value $0.01 per share) Open Market Sale AgreementSM
Open Market Sale Agreement • August 20th, 2018 • Abeona Therapeutics Inc. • Pharmaceutical preparations • New York

Abeona Therapeutics Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”), with Jefferies LLC (the “Agent”) as follows:

Certain identified information has been excluded from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K because such information both (i) is not material and (ii) would likely cause competitive harm if publicly disclosed. Excluded...
Settlement Agreement • March 31st, 2022 • Abeona Therapeutics Inc. • Pharmaceutical preparations • New York

This Settlement Agreement and Mutual Release (“Settlement Agreement”) is entered into by and between REGENXBIO Inc. (“REGENXBIO”) and Abeona Therapeutics Inc. (“Abeona”) and is effective as of the date of the last signature hereto (the “Effective Date”). REGENXBIO and Abeona are collectively referred to as the “Parties” in this Settlement Agreement, and each a “Party”.

AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 9, 2008, BY AND AMONG ACCESS PHARMACEUTICALS, INC., MACM ACQUISITION CORP. AND MACROCHEM CORPORATION
Merger Agreement • August 14th, 2008 • Access Pharmaceuticals Inc • Pharmaceutical preparations • New York
AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • June 16th, 2006 • Access Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

This Amendment to Rights Agreement, dated as of February 16, 2006 (the “Amendment”), is by and between Access Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”), amending certain provisions of the Rights Agreement, dated as of October 31, 2001 (as amended and in effect from time to time, including, without limitation, by that certain Amendment to Rights Agreement, dated as of October 31, 2005, the “Agreement”), by and between the Company and the Rights Agent. Terms not otherwise defined herein which are defined in the Agreement shall have the same respective meanings herein as therein.

License Agreement
License Agreement • March 18th, 2019 • Abeona Therapeutics Inc. • Pharmaceutical preparations • Delaware

This LICENSE AGREEMENT (“Agreement”) is entered into as of November 4, 2018 (“Effective Date”) by and between REGENXBIO Inc., a corporation organized under the laws of the State of Delaware, with offices at 9600 Blackwell Road, Suite 210, Rockville, MD 20850 (“Licensor”), and Abeona Therapeutics Inc., a corporation organized under the laws of the State of Delaware, with offices at 1330 Avenue of the Americas, 33rd Floor, New York, NY 10019 (“Licensee”). Licensor and Licensee are hereinafter referred to individually as a “Party” and collectively as the “Parties.”

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