PLACEMENT AGENT WARRANT November 2022 Offering Series A3 OS THERAPIES INC.Security Agreement • March 31st, 2023 • OS Therapies Inc • Pharmaceutical preparations
This Placement Agent Warrant (the “Warrant”), certifies that for value received, Noble Capital Markets, Inc. (together with its successors and assigns and any transferee of this Warrant, and its successors and assigns, the (“Holder”), _______________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on following the date of conversion or commencement of sales of those certain Unsecured Convertible Promissory Note of is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on following the date of conversion or commencement of sales of those certain CONVERTIBLE NOTE PURCHASE AGREEMENT, UNSECURED CONVERTIBLE PROMISSORY NOTES pursuant to that certain CONVERTIBLE NOTE PURCHASE AGREEMENT, UNSECURED CONVERTIBLE PROMISSORY NOTES of November 15th, 2022 (the “Purchase Agreement”) pursuant to which this Warrant is being issued as of the con
PLACEMENT AGENT WARRANT April 2020 Offering OS THERAPIES INC.Security Agreement • March 31st, 2023 • OS Therapies Inc • Pharmaceutical preparations
This Placement Agent Warrant (the “Warrant”), certifies that for value received, Noble Capital Markets, Inc. (together with its successors and assigns and any transferee of this Warrant, and its successors and assigns, the “Holder” or “Noble”), _______________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on following the date of conversion or commencement of sales of those certain Unsecured Convertible Promissory Notes pursuant to that certain Unsecured Convertible Promissory Note of April, 2020, as amended on March 5, 2021 (the “Purchase Agreement”), pursuant to which this Warrant is being issued as of the conversion date of the Unsecured Convertible Promissory Notes (“Purchase Agreement”) of the Placement Agent Warrant (the “Initial Issuance Date”) and on or prior to the close of business on the 5-year anniversary of the Initial Exercise Date (as such date may be changed pursuant to Section
ContractConvertible Note • March 31st, 2023 • OS Therapies Inc • Pharmaceutical preparations • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO SAID ACT AND SUCH LAWS; OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER OR RESALE MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SAID ACT AND SUCH LAWS AND THE RECIPIENT OF SUCH TRANSFER OR SALE EXECUTES AN AGREEMENT WITH THE COMPANY OBLIGATING IT TO ABIDE BY COMPARABLE RESTRICTIONS ON TRANSFER AND RESALE.
AMENDED AND RESTATED DEVELOPMENT, LICENSE AND SUPPLY AGREEMENTDevelopment, License and Supply Agreement • March 31st, 2023 • OS Therapies Inc • Pharmaceutical preparations • New York
This Amended and Restated Development, License and Supply Agreement (this “Agreement”) is entered into as of November 13, 2020 (the “Amendment Effective Date”), by and between Advaxis, Inc., a corporation organized under the laws of the State of Delaware, having an address of 305 College Road East, Princeton, NJ 08540 (“Advaxis”), and OS Therapies Incorporated, a corporation organized under the laws of the State of Delaware, having an address of 104 Tech Park Drive Cambridge, MD 21613 (“OST”). Advaxis and OST are each a “party” and, collectively, the “parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2023 • OS Therapies Inc • Pharmaceutical preparations
AGREEMENT, dated as of February 21, 2023, between OS Therapies Incorporated, a Delaware corporation (the “Company”), and Paul Romness (the “Executive”).
CONSULTING AGREEMENTConsulting Agreement • March 31st, 2023 • OS Therapies Inc • Pharmaceutical preparations • Delaware
This Consulting Agreement (this “Agreement”) dated March 1, 2023, and as it may be amended from time to time, is entered into by and between OS Therapies, a Delaware Incorporation, with its principal place of business at 15825 Shady Grove Road, Suite 135 Rockville, Maryland 20850 (the “Company”), and Alan Musso of [***] (“Consultant”).
ContractConvertible Promissory Note • March 31st, 2023 • OS Therapies Inc • Pharmaceutical preparations
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
LICENSE AGREEMENTLicense Agreement • March 31st, 2023 • OS Therapies Inc • Pharmaceutical preparations • New York
This License Agreement (“Agreement”) is effective as of August 19, 2020 (“Effective Date”) and is entered into by and between OS Therapies Incorporated, a Delaware corporation (“Licensee”), and BlinkBio, Inc. , a Delaware corporation (“BlinkBio”). Licensee and BlinkBio may each be referred to herein individually as a “Party” and together as the “Parties.”
