SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 1st, 2024 • SELLAS Life Sciences Group, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 30, 2024, between SELLAS Life Sciences Group, 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”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK SELLAS Life Sciences Group, Inc.Warrant Agreement • August 1st, 2024 • SELLAS Life Sciences Group, Inc. • Pharmaceutical preparations
THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “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 ___________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SELLAS Life Sciences Group, Inc., a Delaware corporation (the “Company”), up to _______ shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Maxim Group LLCPlacement Agency Agreement • August 1st, 2024 • SELLAS Life Sciences Group, Inc. • Pharmaceutical preparations • New York
Subject to the terms and conditions of this letter agreement (the “Agreement”) between Maxim Group LLC (the “Placement Agent”) and SELLAS Life Sciences Group, Inc., a Delaware corporation (the “Company”), the parties hereby agree that the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of securities of the Company, consisting of: (i) shares of common stock, par value $0.0001 per share (“Common Stock”), (ii) pre-funded warrants to purchase Common Stock (the “Pre-Funded Warrants”), and (iii) warrants to purchase Common Stock (the “Common Warrants” and collectively with the Pre-Funded Warrants, the “Warrants”). The Common Stock and Warrants actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The documents executed and delivered by the Company and the Purchasers (as defined below) in connection with the Placement, inc
