SUPPORT AGREEMENTSupport Agreement • December 21st, 2020 • Seneca Biopharma, Inc. • Biological products, (no disgnostic substances) • Delaware
This Support Agreement (this “Agreement”), is made as of December [●], 2020, by and between Leading BioSciences, Inc., a Delaware corporation (the “Company”) and the Person set forth on Schedule A hereto (the “Stockholder”).
SUPPORT AGREEMENTSupport Agreement • December 21st, 2020 • Seneca Biopharma, Inc. • Biological products, (no disgnostic substances) • Delaware
This Support Agreement (this “Agreement”), is made as of December [●], 2020, by and between Seneca Biopharma, Inc., a Delaware corporation (the “PubCo”) and the Person set forth on Schedule A hereto (the “Stockholder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 21st, 2020 • Seneca Biopharma, Inc. • Biological products, (no disgnostic substances) • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 16, 2020, by and among Seneca Biopharma, Inc., a Delaware corporation, with headquarters located at 20271 Goldenrod Lane, 2nd Floor, Germantown, Maryland 20876 to be renamed "Palisade Bio, Inc." pursuant to the Merger Agreement (as defined below) (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (each, a "Buyer" and collectively, the "Buyers").
Lock-Up Agreement December [·], 2020Lock-Up Agreement • December 21st, 2020 • Seneca Biopharma, Inc. • Biological products, (no disgnostic substances) • Delaware
The undersigned (the “Stockholder”) understands that: (i) Seneca Biopharma, Inc., a Delaware corporation (“PubCo”), has entered into an Agreement and Plan of Merger, dated as of December 16, 2020 (the “Merger Agreement”), with Leading BioSciences, Inc., a Delaware corporation (the “Company”) and Townsgate Acquisition Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of PubCo (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”) and the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation; and (ii) in connection with the Merger, stockholders of the Company will receive shares of PubCo Common Stock. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
LEAK-OUT AGREEMENTLeak-Out Agreement • December 21st, 2020 • Seneca Biopharma, Inc. • Biological products, (no disgnostic substances)
This agreement (the "Leak-Out Agreement") is being delivered to you in connection with an understanding by and between Seneca Biopharma, Inc., a Delaware corporation to be renamed "Palisade Bio, Inc." (the "Company"), and the person or persons named on the signature pages hereto (collectively, the "Holder"). Capitalized terms not defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement (defined below).
Seneca Biopharma, INC. December [·], 2020December • December 21st, 2020 • Seneca Biopharma, Inc. • Biological products, (no disgnostic substances)
This Lock-Up Agreement is being delivered to you in connection with the Securities Purchase Agreement (the "Securities Purchase Agreement"), dated as of December [·], 2020 by and among Leading BioSciences, Inc. ("Leading BioSciences"), Seneca Biopharma, Inc. to be renamed "Palisade Bio, Inc." ("Seneca") and the investors party thereto (the "Buyers"), with respect to the issuance of (i) shares of Leading BioSciences' preferred stock, par value $0.001 per share (the "Leading BioSciences Preferred Stock"), and (ii) two series of warrants (the "Warrants"), which Warrants will be exercisable to purchase shares of Seneca's common stock, par value $0.01 per share (the "Seneca Common Stock," and together with the Leading BioSciences' common stock, par value $0.001 per share, the "Common Stock"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 21st, 2020 • Seneca Biopharma, Inc. • Biological products, (no disgnostic substances) • New York
SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of December 16, 2020, by and among Leading BioSciences, Inc., a Delaware corporation, with headquarters located at 5800 Armada Drive, Suite 210, Carlsbad, CA 92008 ("Leading BioSciences"), Seneca Biopharma, Inc., a Delaware corporation, with headquarters located at 20271 Goldenrod Lane, 2nd Floor, Germantown, Maryland 20876 ("Seneca"), and the investors listed on the Schedule of Buyers attached hereto (each, a "Buyer" and collectively, the "Buyers").
