SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 25th, 2023 • Allarity Therapeutics, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of April 19, 2023, between Allarity Therapeutics, Inc., 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”).
COMMON STOCK PURCHASE WARRANT ALLARITY THERAPEUTICS, INC.Common Stock Purchase Warrant • April 25th, 2023 • Allarity Therapeutics, Inc. • 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 or times on or after April [●], 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Allarity Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares of common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). 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).
COMMON STOCK, PRE-FUNDED WARRANTS AND COMMON STOCK WARRANTSLimited Waiver Agreement • April 25th, 2023 • Allarity Therapeutics, Inc. • Pharmaceutical preparations
This Limited Waiver Agreement (the “Waiver”) dated and to be effective as of April 19, 2023, is made by and between Allarity Therapeutics, Inc., a Delaware corporation (the “Company”), and 3i, L.P., a Delaware limited partnership (the “Investor”). The Company and the Investor may also each be referred to herein, individually as a “Party” and collectively as the “Parties.” Unless otherwise defined in this Waiver, capitalized terms have the same meaning as defined in the Company’s Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Series A COD”), the Securities Purchase Agreement by and between the Parties dated May 20, 2021 (as amended, the “SPA”), the Registration Rights Agreement dated May 20, 2021, (the “2021 RRA”) the common stock purchase warrants dated May 20, 2021, and issued to the Investor (the “Warrants” and together with the Series A COD, SPA and the 2021 RRA, the “PIPE Documents”), the Secured Note Purchase Agreeme
CANCELLATION OF DEBT AGREEMENTCancellation of Debt Agreement • April 25th, 2023 • Allarity Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS CANCELLATION OF DEBT AGREEMENT (the “Agreement”) is as of April 20, 2023, by and between Allarity Therapeutics, Inc., a Delaware corporation (the “Company”), and 3i, LP, a Delaware limited partnership (“Investor”), to be effective as of the closing of the Offering (as defined below). The Company and the Investor may also each be referred to herein, individually as a “Party” and collectively as the “Parties.”
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 25th, 2023 • Allarity Therapeutics, Inc. • Pharmaceutical preparations
This FIRST AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of April 20, 2023, is by and among Allarity Therapeutics, Inc., a Delaware corporation (the “Company”), and 3i, LP, a Delaware limited partnership (the “Holder”).
MODIFICATION AND EXCHANGE AGREEMENTModification and Exchange Agreement • April 25th, 2023 • Allarity Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS MODIFICATION AND EXCHANGE AGREEMENT (the “Agreement” or the “Exchange Agreement”) is as of April 20, 2023, by and between Allarity Therapeutics, Inc., a Delaware corporation (the “Company”), and 3i, LP, a Delaware limited partnership (“Preferred Holder”).
