REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 1st, 2023 • Avenue Therapeutics, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 27, 2023, between Avenue Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
WARRANT TO PURCHASE COMMON STOCK AVENUE THERAPEUTICS, INC.Avenue Therapeutics, Inc. • February 1st, 2023 • Pharmaceutical preparations • New York
THIS WARRANT TO PURCHASE COMMON STOCK (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 Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on January 29, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Avenue 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 (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
RD SECURITIES PURCHASE AGREEMENTRd Securities Purchase Agreement • February 1st, 2023 • Avenue Therapeutics, Inc. • Pharmaceutical preparations • New York
This RD Securities Purchase Agreement (this “Agreement”) is dated as of January 27, 2023, between Avenue Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).
PIPE SECURITIES PURCHASE AGREEMENTPipe Securities Purchase Agreement • February 1st, 2023 • Avenue Therapeutics, Inc. • Pharmaceutical preparations • New York
This PIPE Securities Purchase Agreement (this “Agreement”) is dated as of January 27, 2023, between Avenue Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).
Avenue Therapeutics, Inc. - Lock-up Agreement January 27, 2023Lock-Up Agreement • February 1st, 2023 • Avenue Therapeutics, Inc. • Pharmaceutical preparations
AEGIS CAPITAL CORP.Personal and Confidential • February 1st, 2023 • Avenue Therapeutics, Inc. • Pharmaceutical preparations • New York
The purpose of this Placement Agent Agreement (this “Agreement”) is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis” or the “Placement Agent”) will act as the placement agent on a “best efforts” basis in connection with securities to be sold (i) under a shelf registration statement and (ii) in a private placement in connection with the proposed placements (the “Placements”) by Avenue Therapeutics, Inc. (collectively, with its subsidiaries and affiliates, the “Company”) of its shares of equity-linked securities (or pre-funded warrants to purchase shares of common stock) and warrants (collectively, the “Securities”). This Agreement sets forth certain conditions and assumptions upon which the Placements are premised. The Company confirms that entry into this Agreement and completion of the Placements with Aegis will not breach or otherwise violate the Company’s obligations to any other investment bank.
