UNDERWRITING AGREEMENT between ELEISON PHARMACEUTICALS, INC. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several UnderwritersUnderwriting Agreement • January 24th, 2022 • Eleison Pharmaceuticals Inc • Pharmaceutical preparations • New York
The undersigned, Eleison Pharmaceuticals Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Eleison Pharmaceuticals Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
CONSULTING AGREEMENTConsulting Agreement • January 24th, 2022 • Eleison Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Agreement, effective as of May 19, 2021 ("Effective Date"), is by and between Eleison Pharmaceuticals Inc., a Delaware corporation having a place of business at 100 Overlook Center, Suite 100, Princeton, NJ 08540 (hereinafter "Eleison" or "Company"), and WSM Consulting Group, LLC, having offices at 1601 Sunset Avenue, Surf City, NJ, 08008, hereinafter "Consultant").
CONSULTING AGREEMENTConsulting Agreement • January 24th, 2022 • Eleison Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Agreement, effective as of January 16, 2013 ("Effective Date"), is by and between Eleison Pharmaceuticals LLC, a Delaware limited liability corporation having a place of business at 103 Carnegie Center, Suite 300, Princeton, New Jersey 08540 (hereinafter "Eleison"), and Mr. Bryan Wood, hereinafter "Consultant").
MASTER CLIENT SERVICES AGREEMENTMaster Client Services Agreement • January 24th, 2022 • Eleison Pharmaceuticals Inc • Pharmaceutical preparations • Massachusetts
THIS MASTER CLIENT SERVICES AGREEMENT (this "Agreement") is made this April 16, 2021 (the "Effective Date") between BioBridges, LLC, a limited liability company duly organized under the laws of the Commonwealth of Massachusetts with a principal office at 167 Worcester Street, Suite #211, Wellesley, Massachusetts 02481 ("BioBridges") and Eleison Pharmaceuticals, a Corporation duly organized under the laws of Delaware with a principal office at 100 Overlook Center, 2nd Floor, Princeton, NJ 08540 ("Client"). In consideration of the mutual covenants and promises herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:
AMENDMENT TO SERVICES AGREEMENTServices Agreement • January 24th, 2022 • Eleison Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS AMENDMENT TO SERVICES AGREEMENT (this "Amendment") is dated as of August 5, 2013, by and between Capital Solutions, Inc., a Delaware corporation ("CS"), and Eleison Pharmaceuticals, LLC, a Delaware limited liability company (the "Company").
SERVICES AGREEMENTServices Agreement • January 24th, 2022 • Eleison Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS SERVICES AGREEMENT (this “Agreement”) is dated as of February 4, 2011 (“Effective Date”), by and between CAPITAL SOLUTIONS, INC., a Pennsylvania corporation (“CS”) and ELEISON PHARMACEUTICALS, LLC. a Delaware limited liability company (the “Company”).
ELEISON PHARMACEUTICALS, LLCStock Purchase Agreement • January 24th, 2022 • Eleison Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
Reference is made to that certain Stock Purchase Agreement, dated as of July 4, 2020 (the “Purchase Agreement”), by and between Eleison Pharmaceuticals, LLC (the “Company”) and BDI Co., Ltd. (“BDI”), pursuant to which BDI agreed to purchase 4,160,000 shares (the “Investment”) of the Company's common stock for an aggregate purchase price of $20,800,000 (the “Purchase Price”), as amended by the Side Letter Agreement dated October 8, 2020 (“Side Letter” and, together with the Purchase Agreement, the “Investment Agreements”). Capitalized terms used but not defined in this letter agreement shall have the meanings ascribed to such terms in the Investment Agreements.
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • January 24th, 2022 • Eleison Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Amended and Restated Investor Rights Agreement (this “Agreement”), dated as of this 13th day of November, 2020, by and among Eleison Pharmaceuticals Inc., a Delaware corporation (the “Company”), BDI Co., Ltd., a joint stock company organized under the laws of the Republic of Korea (“BDI”), and those certain stockholders of the Company listed on Schedule A hereto. For purposes of this Agreement, “Investor” shall mean BDI, the Stockholders listed on Schedule A and any Investor that becomes a party to this Agreement in accordance with Section 6.9 hereof.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 24th, 2022 • Eleison Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS STOCK PURCHASE AGREEMENT (this "Agreement"), is made as of the 4th day of July, 2020 by and between Eleison Pharmaceuticals, LLC, a Delaware limited liability company (the "Company"), and BDI Co., Ltd., a joint stock company organized under the Laws of the Republic of Korea (the "Purchaser").
As of August 22, 2021Engagement Agreement • January 24th, 2022 • Eleison Pharmaceuticals Inc • Pharmaceutical preparations • California
This letter agreement (the “Agreement”) amends and supersedes in its entirety the Engagement Agreement between Eleison Pharmaceuticals, Inc. (including its subsidiaries, the “Company”) and Gordian Investments, LLC (“Gordian”), through it division, EVOLUTION Life Sciences Partners (“ELSP”) dated April 30, 2020 as amended on December 6, 2021, pursuant to which the Company has engaged Gordian on a non-exclusive basis in connection with the identification, introduction, discussion and negotiation with one or more appropriate third parties for the purpose of considering a possible Transaction (as defined below). This Agreement contains the terms pursuant to which the Company agrees to engage Gordian and Gordian agrees to provide services to the Company (the “Engagement”). Gordian acknowledges that the Company is under no obligation to accept a proposed Transaction with any third party and that the acceptance of any Transaction will be in the Company's sole discretion.
EMPLOYMENT AGREEMENTEmployment Agreement • January 24th, 2022 • Eleison Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Employment Agreement ("Agreement") dated as of February 24, 2012 (the "Effective Date") is made and entered into by and between Eleison Pharmaceuticals LLC, a Delaware limited liability company (the "Company"), and Edwin Thomas ("Executive") (the Company and Executive together, the "Parties," and each of them a "Party").
CONSULTING AGREEMENTConsulting Agreement • January 24th, 2022 • Eleison Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Agreement, effective as of January 14, 2016 ("Effective Date"), is by and between Eleison Pharmaceuticals LLC, a Delaware limited liability corporation having a place of business at 263 13th Avenue South, Suite 375, St. Petersburg, FL 33701 (hereinafter "Eleison"), and Keith Darragh, 39 Dartmouth Road, Mountain Lakes, New Jersey 07046 (hereinafter "Consultant").
CONSULTING AGREEMENTConsulting Agreement • January 24th, 2022 • Eleison Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Agreement, effective as of February 25, 2015 ("Effective Date"), is by and between Eleison Pharmaceuticals LLC, a Delaware limited liability corporation having a place of business at 263 13th Avenue South, Suite 375, St. Petersburg, FL 33701 (hereinafter "Eleison"), and Michael Otto, PhD, MJO CONSULTING LLC, 6 Cook Ct., Millstone NJ, 08535 (hereinafter "Consultant").
