Form of Representative’s Warrant AgreementJaguar Animal Health, Inc. • April 17th, 2015 • Pharmaceutical preparations • Delaware
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF 180 DAYS FOLLOWING THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
JAGUAR ANIMAL HEALTH, INC. COMMON STOCK WARRANTJaguar Animal Health, Inc. • April 17th, 2015 • Pharmaceutical preparations • Delaware
Holder is an “Accredited Investor” as that term is defined in Regulation D promulgated by the Securities and Exchange Commission. The term “Accredited Investor” under Regulation D refers to:
ContractJaguar Animal Health, Inc. • April 17th, 2015 • Pharmaceutical preparations • New York
THIS WARRANT AND ANY COMMON STOCK ISSUED UPON THE EXERCISE OF THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT. NOTWITHSTANDING THE FOREGOING, THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES.
FORM OF UNDERWRITING AGREEMENT between JAGUAR ANIMAL HEALTH, INC. and AEGIS CAPITAL CORP., as Representative of the Several UnderwritersForm of Underwriting Agreement • April 17th, 2015 • Jaguar Animal Health, Inc. • Pharmaceutical preparations • New York
The undersigned, Jaguar Animal Health, Inc., a corporation formed under the laws of the State of Delaware (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:
AMENDED AND RESTATED STANDBY BRIDGE FINANCING AGREEMENT Dated as of December 3, 2014 By and Among GPB LIFE SCIENCE HOLDINGS LLC (CO-LENDER) and JAGUAR ANIMAL HEALTH, INC. (BORROWER)Bridge Financing Agreement • April 17th, 2015 • Jaguar Animal Health, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED STANDBY BRIDGE FINANCING AGREEMENT (the “Agreement”) is made as of December 3, 2014, by and among 31 GROUP, LLC (“31 Group”) and GPB Life Science Holdings LLC (“GPB,” together with 31 Group, collectively, the “Lenders,” with each being a “Lender”), and JAGUAR ANIMAL HEALTH, INC. (together with all of the its permitted successors and/or current or future wholly-owned partially owned, direct and/or indirect Subsidiaries, collectively, the “Borrower”).
FORM OF JAGUAR ANIMAL HEALTH, INC. NOTE EXERCISE AMENDMENT AND CONVERSION AGREEMENTWarrant Purchase Agreement • April 17th, 2015 • Jaguar Animal Health, Inc. • Pharmaceutical preparations
WHEREAS, pursuant to a December 23, 2014 Note and Warrant Purchase Agreement (the “Purchase Agreement”), Jaguar Animal Health, Inc., a Delaware corporation (the “Company”) issued to the undersigned holder (“Holder”) a Convertible Promissory Note (“Note”);
FORM OF JAGUAR ANIMAL HEALTH, INC. JUNE/2014 CONVERTIBLE NOTE EXERCISE AMENDMENTPurchase Agreement • April 17th, 2015 • Jaguar Animal Health, Inc. • Pharmaceutical preparations
WHEREAS, pursuant to a June 2, 2014 Convertible Note Purchase Agreement (the “Purchase Agreement”), Jaguar Animal Health, Inc., a Delaware corporation (the “Company”) issued to the undersigned holder (“Holder”) a Convertible Promissory Note (“Note”);
CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENTConvertible Note and Warrant Purchase Agreement • April 17th, 2015 • Jaguar Animal Health, Inc. • Pharmaceutical preparations • Delaware
THIS CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is dated for references purposes as of March 20, 2015 (the “Effective Date”), by and between Jaguar Animal Health, Inc., a Delaware corporation (the “Company”) and Dechra Pharmaceuticals PLC (the “Investor”).
FORM OF JAGUAR ANIMAL HEALTH, INC. WARRANT & NOTE EXERCISE AMENDMENTWarrant Purchase Agreement • April 17th, 2015 • Jaguar Animal Health, Inc. • Pharmaceutical preparations
WHEREAS, pursuant to a December 23, 2014 Note and Warrant Purchase Agreement (the “Purchase Agreement”), Jaguar Animal Health, Inc., a Delaware corporation (the “Company”) issued to the undersigned holder (“Holder”) a Common Stock Warrant (the “Warrant”) and Convertible Promissory Note (“Note”);
