COMMON STOCK PURCHASE WARRANT GAIN THERAPEUTICS, INC.Common Stock Purchase Warrant • January 29th, 2021 • Gain 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 July 20, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Gain 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).
Annex B Form of Investors’ Rights AgreementInvestors’ Rights Agreement • January 29th, 2021 • Gain Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the July , 2020, by and among Gain Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
CONSULTING AGREEMENT betweenConsulting Agreement • January 29th, 2021 • Gain Therapeutics, Inc. • Pharmaceutical preparations
GT Gain Therapeutics S.A, a Swiss Corporation, with registered office in Via Peri 9D, 6900 Lugano, Switzerland, registration number with the Register of Enterprises of Lugano and Tax Code CHE 438 987 642, represented herein by Mr. Lorenzo Leoni, in his capacity as President (hereinafter referred to as the "Company"),
EXCHANGE AGREEMENTExchange Agreement • January 29th, 2021 • Gain Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS EXCHANGE AGREEMENT (the “Agreement”) is dated as of July , 2020, by and among GAIN THERAPEUTICS, INC., a Delaware corporation, with headquarters located at _______________________ (the “Company”), GT Gain Therapeutics SA, a Swiss company (“GT Gain SA”) and ________________, with a mailing address of ______________________________________ (the “Investor”).
LICENSE AGREEMENTLicense Agreement • January 29th, 2021 • Gain Therapeutics, Inc. • Pharmaceutical preparations
MINORYX THERAPEUTICS, S.L. (hereinafter, the “Licensor” or “Minoryx”), a company organized under the laws of Spain, with registered offices at Avenida Ernest Lluch, 32, 08032 Mataró (Barcelona) and tax identification number 13-65648156, duly represented by Marc Martinell Pedemonte, holder of Spanish DNI 46.357.379-M, acting in his capacity as CEO; and
