UNDERWRITING AGREEMENT between CANCER PREVENTION PHARMACEUTICALS, INC. and AEGIS CAPITAL CORP., and MAXIM GROUP LLC as Representatives of the Several Underwriters CANCER PREVENTION PHARMACEUTICALS, INC.Underwriting Agreement • February 3rd, 2016 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The undersigned, Cancer Prevention Pharmaceuticals, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries described in the Registration Statement (as hereinafter defined) as being subsidiaries of Cancer Prevention Pharmaceuticals, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (“Aegis”) and Maxim Group LLC (hereinafter referred to as “you” (including its correlatives) or individually as the “Representative”, or collectively, the “Representatives”) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
Form of Representative’s Warrant AgreementCancer Prevention Pharmaceuticals, Inc. • February 3rd, 2016 • Pharmaceutical preparations • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
EMPLOYMENT AGREEMENTEmployment Agreement • February 3rd, 2016 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations • Arizona
THIS EMPLOYMENT AGREEMENT (the “Agreement”) between Jeffrey Jacob, an individual (the “Executive”), and Cancer Prevention Pharmaceuticals, Inc. (“CPP”), a Delaware corporation, is effective as of January 1, 2016 (the “Effective Date”) and recites and provides as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 3rd, 2016 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 9, 2016 by and between Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Sucampo AG, a Swiss corporation, and a wholly owned subsidiary of Sucampo Pharmaceuticals, Inc., a Delaware corporation (together, the “Purchaser”).
FORM OF NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • February 3rd, 2016 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations • Arizona
This Note and Warrant Purchase Agreement (the “Agreement”) is made effective as of January __, 2016 (the “Effective Date”) by and among Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the persons named on the Schedule of Lenders attached hereto as Schedule I (individually a “Lender” and collectively, the “Lenders”).
WARRANT TO PURCHASE COMMON STOCK of CANCER PREVENTION PHARMACEUTICALS, INC. Dated as of_____________________________ Void after January 31, 2021Cancer Prevention Pharmaceuticals, Inc. • February 3rd, 2016 • Pharmaceutical preparations • Delaware
THIS CERTIFIES THAT, for value received, upon the occurrence of an IPO, a Change of Control Transaction or, at Maturity (as such terms are defined below) _________________________ or its registered assigns (the “Holder”) is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Cancer Prevention Pharmaceuticals, Inc., a Delaware corporation (the “Company”) Shares (as defined below) in the amount and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Note and Warrant Purchase Agreement, dated as of the date hereof (as amended, modified or supplemented), by and among the Company and the lenders described therein (the “Purchase Agreement”) pursuant to which Holder was issued the Company’s Convertible Promissory Note (the “Note
OPTION AND COLLABORATION AGREEMENTOption and Collaboration Agreement • February 3rd, 2016 • Cancer Prevention Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Option and Collaboration Agreement (“Agreement”) dated 9th day of January, 2016 (“Effective Date”) by and between Cancer Prevention Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware, having a place of business at 1760 East River Road, Suite 250, Tucson, Arizona 85718 (“CPP”), and Sucampo AG, a corporation organized and existing under the laws of Switzerland, having a place of business at Baarerstrasse 22, 6300 Zug, Switzerland (“Sucampo”). CPP and Sucampo are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
