EMPLOYMENT AGREEMENTEmployment Agreement • January 12th, 2015 • Zynerba Pharmeceuticals, Inc. • Pharmaceutical preparations • Pennsylvania
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of October 2, 2014 (the “Effective Date”) by and between Zynerba Pharmaceuticals, Inc., a Delaware corporation (the “Employer”) and Suzanne M. Hanlon (the “Employee”).
ZYNERBA PHARMACEUTICALS, INC.Nonqualified Stock Option Grant Agreement • January 12th, 2015 • Zynerba Pharmeceuticals, Inc. • Pharmaceutical preparations • Delaware
This NONQUALIFIED STOCK OPTION GRANT AGREEMENT (this “Agreement”), dated as of , 201 (the “Date of Grant”), is delivered by Zynerba Pharmaceuticals, Inc. (the “Company”) to (the “Grantee”).
ZYNERBA PHARMACUETICALS, INC.Incentive Stock Option Grant Agreement • January 12th, 2015 • Zynerba Pharmeceuticals, Inc. • Pharmaceutical preparations • Delaware
This INCENTIVE STOCK OPTION GRANT AGREEMENT (this “Agreement”), dated as of (the “Date of Grant”), is delivered by Zynerba Pharmaceuticals, Inc. (the “Company”) to (the “Grantee”).
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • January 12th, 2015 • Zynerba Pharmeceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS TERMINATION AND RELEASE AGREEMENT (this “Agreement”), effective as of October 1, 2014 (the “Termination Date”), by and between Zynerba Pharmaceuticals, Inc., a Delaware corporation with its principal place of business located at 712 5th. Ave., New York N.Y. 10019, and successor-in-interest to AllTranz, Inc. (“Zynerba”), and Buzzz Pharmaceuticals Ltd., a company incorporated in the Republic of Ireland with its principal place of business located at 15 Main Street, Raheny, Dublin 5, Ireland (“BUZZZ PHARMA”). Each of Zynerba and BUZZZ PHARMA may be referred to collectively as the “Parties” or individually as a “Party.”
ZYNERBA PHARMACEUTICALS, INC. 2014OMNIBUS INCENTIVE COMPENSATION PLAN RESTRICTED STOCK GRANTRestricted Stock Grant Agreement • January 12th, 2015 • Zynerba Pharmeceuticals, Inc. • Pharmaceutical preparations • Delaware
This RESTRICTED STOCK GRANT AGREEMENT (this “Agreement”), dated as of (the “Date of Grant”), is delivered by Zynerba Pharmaceuticals, Inc. (the “Company”), to (the “Grantee”).
CONFIDENTIAL July 16, 2014 Philip Wagenheim President Zynerba Pharmaceuticals, Inc. 712 Fifth Avenue, 22nd Floor New York, New York 10019BCM Letter Agreement • January 12th, 2015 • Zynerba Pharmeceuticals, Inc. • Pharmaceutical preparations
This letter agreement confirms our understanding regarding the potential waiver by Broadband Capital Management LLC (“BCM”) of Section 7 of that certain Engagement Letter by and between BCM and AllTranz, Inc. (the “Company”) dated March 7, 2014 (the “Engagement Letter”) and attached hereto as Exhibit A. Other than as specified herein, no terms or conditions of the Engagement Letter are otherwise affected hereby.
Kentucky Science and Technology Corporation (KSTC) Grant Agreement No. KSTC-184-512-11-114 Kentucky Cabinet for Economic Development Office of Commercialization and Innovation Kentucky SBIR-STTR Matching Funds GrantGrant Agreement • January 12th, 2015 • Zynerba Pharmeceuticals, Inc. • Pharmaceutical preparations • Kentucky
KSTC Technical Representative Kenneth D. Ronald, Program Manager Kentucky Science and Technology Corporation P.O. Box 1049 Lexington, KY 40588-1049 PH: 859-246-3252 FX: 859-259-0986 E-mail: kronald@kstc.com KSTC Administrative Representative John Wehrle, Chief Financial Officer Kentucky Science and Technology Corporation P.O. Box 1049 Lexington, KY 40588-1049 PH: 859-246-3224 FX: 859-259-0986 E-mail: jwehrle@kstc.com
PATENT ASSIGNMENTPatent Assignment • January 12th, 2015 • Zynerba Pharmeceuticals, Inc. • Pharmaceutical preparations
Zynerba, Inc., with offices at 170 North Radnor Chester Road, Suite 350, Radnor, PA 19087 and its successors, assigns and legal representatives, the undersigned (“ASSIGNOR”), for good and valuable consideration, the receipt of which is hereby acknowledged, hereby assigns, sells and transfers to Audra Lynn Stinchcomb, a citizen of the United States of America, residing at 2002 Indian Head Rd, Ruxton, Maryland, hereinafter referred to as the ASSIGNEE, its entire right, title and interest for the United States and in all countries, in and to any and all inventions, discoveries and applications which are disclosed in United States Patent application entitled:
ZYNERBA PHARMACEUTICALS, INC. THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • January 12th, 2015 • Zynerba Pharmeceuticals, Inc. • Pharmaceutical preparations
THIS THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of May 6, 2014, by and among ZYNERBA PHARMACEUTICALS, INC. (f/k/a AllTranz, Inc.), a Delaware corporation (the “Company”), those individuals and entities identified on Exhibit A hereto as the “Investor Stockholders” and each individual or entity who from time to time enters into a counterpart to this Agreement agreeing to be bound by this Agreement as an Investor Stockholder (individually, each an “Investor Stockholder” and collectively, the “Investor Stockholders”), and those individuals and entities identified on Exhibit A hereto as the “Common Stockholders” and each individual or entity who from time to time enters into a counterpart to this Agreement agreeing to be bound by this Agreement as a Common Stockholder (individually, each a “Common Stockholder” and collectively, the “Common Stockholders”). Each of the Investor Stockholders and the Common Stockholder are sometimes referred to as a
PATENT ASSIGNEMENT CONSIDERATION AGREEMENTPatent Assignment Agreement • January 12th, 2015 • Zynerba Pharmeceuticals, Inc. • Pharmaceutical preparations • Delaware
This Patent Assignment Consideration Agreement (this “Agreement”) is made and entered into this 21st day of August, 2014 (the “Effective Date”), by and between Albany College of Pharmacy, a university located at 106 New Scotland Road, Albany, NY 12208-3492 (“Assignor”), and Zynerba Pharmaceuticals, Inc. (f/k/a AllTranz, Inc.), a Delaware corporation located at 1122 Oak Hill Drive, Lexington, KY 40505 (“Assignee”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 12th, 2015 • Zynerba Pharmeceuticals, Inc. • Pharmaceutical preparations
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), effective as October 2, 2014 (the “Effective Date”), is entered into by and between Zynerba Pharmaceuticals, Inc. (the “Employer”), a Delaware corporation, and Armando Anido (the “Employee”).
Kentucky Science and Technology Corporation (KSTC) Grant Agreement No. KSTC-184-512-12-140 Kentucky Cabinet for Economic Development Office of Commercialization and Innovation Kentucky SBIR-STTR Matching Funds GrantGrant Agreement • January 12th, 2015 • Zynerba Pharmeceuticals, Inc. • Pharmaceutical preparations • Kentucky
KSTC Technical Representative Kenneth D. Ronald, Program Manager Kentucky Science and Technology Corporation P.O. Box 1049 Lexington, KY 40588-1049 PH: 859-246-3252 FX: 859-259-0986 E-mail: kronald@kstc.com KSTC Administrative Representative John Wehrle, Chief Financial Officer Kentucky Science and Technology Corporation P.O. Box 1049 Lexington, KY 40588-1049 PH: 859-246-3224 FX: 859-259-0986 E-mail: jwehrle@kstc.com
Re: Amendment No. 1 to Advisory Services Agreement with Broadband Capital ManagementAdvisory Services Agreement • January 12th, 2015 • Zynerba Pharmeceuticals, Inc. • Pharmaceutical preparations
This Amendment No. 1 (the “Amendment”) confirms certain additional terms to the BCM letter agreement by and between Broadband Capital Management LLC (“BCM”) and Zynerba Pharmaceuticals, Inc., f/k/a AllTranz, Inc., (the “Company”) dated as of July 16, 2014 (the “Agreement”) pursuant to which the Broadband Capital Management LLC (“BCM”) agreed to provide advisory services. The Amendment is being entered into in recognition of the incremental scope and duration of services that BCM is providing to the company and provides for corresponding fees for such efforts, specifically, a grant of 544,483 shares of common stock of the Company. Terms used but not defined herein will have the definition ascribed to such term in the Agreement.
Kentucky Science and Technology Corporation (KSTC) Grant Agreement No. KSTC-184-512-07-029 Kentucky Cabinet for Economic Development Department of Commercialization and Innovation Kentucky SBIR-STTR Matching Funds ProgramGrant Agreement • January 12th, 2015 • Zynerba Pharmeceuticals, Inc. • Pharmaceutical preparations • Kentucky
This GRANT AGREEMENT is made and entered into as of 21 November 2007, by and between the KENTUCKY SCIENCE and TECHNOLOGY CORPORATION, a Kentucky nonprofit corporation (“KSTC”), as administrator of the Kentucky CABINET FOR ECONOMIC DEVELOPMENT (“CABINET”), DEPARTMENT OF COMMERCIALIZATION AND INNOVATION (“DCI”) Kentucky SBIR/STTR Matching Funds Program through a Personal Service Contract with the CABINET, a governmental agency of the Commonwealth of Kentucky for and on behalf of the DCI, and AllTranz, Inc., (“Grantee”).
Re: Amendment No. 2 to Advisory Services Agreement with Broadband Capital ManagementAdvisory Services Agreement • January 12th, 2015 • Zynerba Pharmeceuticals, Inc. • Pharmaceutical preparations
This Amendment No. 2 (the “Amendment”) confirms certain additional terms to the BCM letter agreement by and between Broadband Capital Management LLC (“BCM”) and Zynerba Pharmaceuticals, Inc., f/k/a AllTranz, Inc., (the “Company”) dated as of July 16, 2014, as amended by Amendment No. 1 on September 3, 2014 (as amended, the “Agreement”) pursuant to which the Broadband Capital Management LLC (“BCM”) agreed to provide advisory services. The Amendment is being entered into in recognition of the incremental scope and duration of services that BCM is providing to the company and provides for corresponding fees for such efforts, specifically, a grant of 545,192 shares of common stock of the Company. Terms used but not defined herein will have the definition ascribed to such term in the Agreement.
AGREEMENT AND PLAN OF MERGER BY AND AMONG BCM XI HOLDINGS LLC, BCM PARTNERS IV, CORP., ALLTRANZ, INC., AUDRA STINCHCOMB and Steven Gailar, as the representative of the stockholders of AllTranz, Inc. Dated as of May 6, 2014Merger Agreement • January 12th, 2015 • Zynerba Pharmeceuticals, Inc. • Pharmaceutical preparations • New York
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of May 6, 2014, is made by and among BCM XI Holdings LLC, a Delaware limited liability company (“Parent”), BCM Partners IV, Corp., a Delaware corporation (“Merger Corp”), AllTranz, Inc., a Delaware corporation (the “Company”), Steven Gailar, as the shareholder representative (the “Representative”) and Audra Stinchcomb (“Major Common Holder”).
RE: Termination of Letter AgreementsTermination Agreement • January 12th, 2015 • Zynerba Pharmeceuticals, Inc. • Pharmaceutical preparations • New York
This termination letter agreement (“Termination Agreement”) sets forth the understanding between Broadband Capital Management LLC (“BCM”) and Zynerba Pharmaceuticals, Inc., formerly known as AllTranz, Inc. (the “Company”) concerning the termination of certain letter agreements between BCM and the Company as more fully set forth below.
Re: BCM Letter AgreementBCM Letter Agreement • January 12th, 2015 • Zynerba Pharmeceuticals, Inc. • Pharmaceutical preparations
This letter agreement confirms our understanding regarding the provision of financial advisory services by Broadband Capital Management LLC (“BCM”) to AllTranz, Inc. (the “Company”).
SEVERANCE AGREEMENT AND RELEASE OF CLAIMSSeverance Agreement • January 12th, 2015 • Zynerba Pharmeceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT is being entered into between and among Zynerba Pharmaceuticals, Inc., f/k/a AllTranz, Inc. on behalf of and for the benefit of itself, its shareholders, officers, directors, employees, agents, predecessors, successors and assigns (hereinafter collectively referred to as “Employer”) and Audra Stinchcomb, on behalf of and for the benefit of herself, her heirs, assigns and representatives (hereinafter referred to as “Employee”) to resolve all differences (collectively “the parties”).
Lock-Up AgreementLock-Up Agreement • January 12th, 2015 • Zynerba Pharmeceuticals, Inc. • Pharmaceutical preparations
The undersigned understands that AllTranz, a Delaware corporation (the “Company”) and BCM Partners IV, Corp., a Delaware corporation (the “Merger Corp”), have entered into an Agreement and Plan of Merger, dated as of May , 2014 (as the same may be amended and restated from time to time, the “Merger Agreement”), with BCM XI Holdings LLC, a Delaware limited liability company, and the other parties named therein, pursuant to which Merger Corp will merge with and into the Company, and, in connection therewith, the undersigned will receive shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
STOCK TRANSFER AGREEMENTStock Transfer Agreement • January 12th, 2015 • Zynerba Pharmeceuticals, Inc. • Pharmaceutical preparations • Delaware
This Stock Transfer Agreement (this “Agreement”) is made and entered into as of September 26, 2014 (the “Effective Date”) by and among Michael Rapoport (“Purchaser”), Audra Stinchcomb (“Seller”) and Zynerba Pharmaceuticals, Inc., a Delaware corporation, f/k/a AllTranz Inc. (the “Company”).
