REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 27th, 2022 • Larkspur Health Acquisition Corp. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is by and among Larkspur Health Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned Purchasers (each, a “Purchaser,” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT LARKSPUR HEALTH ACQUISITION CORP.Larkspur Health Acquisition Corp. • September 27th, 2022 • Pharmaceutical preparations
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 [_____], 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Larkspur Health Acquisition Corp., 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).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 27th, 2022 • Larkspur Health Acquisition Corp. • Pharmaceutical preparations • Delaware
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective September 13, 2022 (the “Effective Date”), by and between Stephen Glover (“Executive”) and ZyVersa Therapeutics Inc., a Florida corporation (the “Company”). Each of the Company and Executive is a “Party” and, collectively, they are the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 27th, 2022 • Larkspur Health Acquisition Corp. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2022, between Larkspur Health Acquisition Corp., 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”).
VARIANT PHARMACEUTICALS, INC. WARRANT CERTIFICATELarkspur Health Acquisition Corp. • September 27th, 2022 • Pharmaceutical preparations
This Warrant (the “Warrant”) is being issued pursuant to the Subscription Agreement, dated as of the date hereof (the “Subscription Agreement”), by and between the Company and L&F Research LLC, which was entered into in connection with the License Agreement, effective as of the Issuance Date set forth above, by and between the Company and L&F Research LLC (the “License Agreement”).
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 27th, 2022 • Larkspur Health Acquisition Corp. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made and entered into effective September [●], 2022 between Larkspur Health Acquisition Corp., 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”). Capitalized terms not defined herein shall have the same meaning as set forth in the Securities Purchase Agreement (as defined below).
NONQUALIFIED STOCK OPTION GRANT AGREEMENTNonqualified Stock Option Grant Agreement • September 27th, 2022 • Larkspur Health Acquisition Corp. • Pharmaceutical preparations • Delaware
This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Zyversa Therapeutics, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”).
AMENDMENT TO LICENSE AGREEMENT (AMENDMENT 1)License Agreement • September 27th, 2022 • Larkspur Health Acquisition Corp. • Pharmaceutical preparations
This is a first amendment (Amendment 1) to the December 15, 2015 License Agreement (the “License Agreement”) made by and between L&F Research LLC (“Licensor”), and Variant Pharmaceuticals, Inc. (“Licensee”). Each is a “Party” and collectively, the two are the “Parties.” Terms used herein but not defined herein have the meanings given them in the License Agreement.
INCENTIVE STOCK OPTION GRANT AGREEMENT ZYVERSA THERAPEUTICS, INC.Incentive Stock Option Grant Agreement • September 27th, 2022 • Larkspur Health Acquisition Corp. • Pharmaceutical preparations • Delaware
This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Zyversa Therapeutics, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”).
LICENSE AGREEMENTLicense Agreement • September 27th, 2022 • Larkspur Health Acquisition Corp. • Pharmaceutical preparations • Florida
THIS LICENSE AGREEMENT (“Agreement”), effective as of April 18, 2019 (the “Effective Date”) is made by and between, InflamaCORE, LLC, a Limited Liability Company organized and existing under the laws of the State of Florida and having an address at [***] (“LICENSOR’’), and VARIANT PHARMACEUTICALS, INC., a corporation organized and existing under the laws of the State of Delaware and having a business address at 2200 N. Commerce Parkway, Suite 208, Weston, Florida 33326 USA (“LICENSEE”).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • September 27th, 2022 • Larkspur Health Acquisition Corp. • Pharmaceutical preparations • Delaware
This Restricted Stock Unit Award Agreement (the “Agreement” or “Award Agreement”), dated as of the “Award Date” set forth in the attached Exhibit A, is entered into between Zyversa Therapeutics, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Awardee”).
LICENSE AGREEMENTLicense Agreement • September 27th, 2022 • Larkspur Health Acquisition Corp. • Pharmaceutical preparations • Florida
This License Agreement (“Agreement”), effective as of December 15, 2015 (the “Effective Date”), is made by and between L&F Research LLC, a limited liability company organized and existing under the laws of the State of Florida and having an address at [***] (“Licensor”), and Variant Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware and having an address at 2200 N. Commerce Parkway, Suite 200, Weston, Florida 33326 USA (“Licensee”).
