FORM OF PLACEMENT AGENT AGREEMENT January 17, 2019Placement Agent Agreement • July 24th, 2019 • Accelerated Pharma, Inc. • Pharmaceutical preparations
This Placement Agent Agreement (“Agreement”) is made by and between Accelerated Pharma, Inc., a Delaware corporation (the “Company”), and ______________ , each a “Placement Agent” and collectively, the “Placement Agents”), as of the date set forth on the signature page hereto. The Company hereby engages __________ to serve as a Placement Agent, among other Placement Agents to assist the Company and its management in a non-exclusive capacity in arranging an offering (the “Offering”) of a total of 750,000 Units at an offering price of $4.00 per unit, each Unit consisting of one (1) share of Common Stock (the “Shares” or “Common Stock”) and one (1) Class A Warrant (the “Warrants”) exercisable to purchase one (1) additional for a period of five (5) years at $4.40. The Shares and Warrants are sometimes referred to as the “Securities.” The Offering will be made and is subject to a registration statement (the “Registration Statement”) on Form S-1 filed with the United States Securities and Ex
CLASS A COMMON STOCK PURCHASE WARRANT ACCELERATED PHARMA, INC.Accelerated Pharma, Inc. • July 24th, 2019 • Pharmaceutical preparations • Delaware
THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________________, with an address located at ___________________ 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 the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Accelerated Pharma, Inc., a Delaware corporation with offices located at 15W155 81st Street, Burr Ridge, IL 60527 (the “Company”), up to ___________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stocks. 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).
PRIVATE SECURITIES PURCHASE AND ASSIGNMENT AGREEMENTPrivate Securities Purchase and Assignment Agreement • July 24th, 2019 • Accelerated Pharma, Inc. • Pharmaceutical preparations • New York
This PRIVATE SECURITIES PURCHASE AND ASSIGNMENT AGREEMENT (the “Agreement”), dated as of January 17, 2019, is by and between Alpha Capital Anstalt (“Alpha”), organized under the laws of Liechtenstein, with offices located at Lettstrasse 32, 9490 Vaduz, Liechtenstein and Brio Capital Master Fund Ltd (“Brio”), organized under the laws of the Cayman Islands with offices located at 100 Merrick Road, Suite 401, W. Rockville Center, NY 11570 (each of Alpha and Brio may be referred to collectively, as the “Purchasers” and individually, as a “Purchaser”), on the one hand, and Firstfire Global Opportunities Fund, LLC (“Firstfire”), a New York limited liability company, with offices at 1040 First Avenue, Suite 190, New York, NY 10022 and Efrat Investments LLC, a Delaware limited liability company with offices located at 54 Lenox Avenue, Clifton NJ 07014 (“Efrat”), on the other hand, and Accelerated Pharma, Inc., a Delaware corporation with offices located at 15W155 81st Street, Burr Ridge, IL 60
Amended Securities Exchange Agreement by and between Accelerated Pharma, Inc. and Certain Holders of Convertible Notes (Attached as Schedule A hereto) Dated: January 17, 2019Securities Exchange Agreement • July 24th, 2019 • Accelerated Pharma, Inc. • Pharmaceutical preparations • Colorado
This SECURITIES EXCHANGE AGREEMENT dated as of January 17, 2019 (this “Exchange Agreement”) between Accelerated Pharma, Inc., a Delaware corporation with offices located at 15W155 81st Street, Burr Ridge, IL 60527 (the “Company”), on the one hand, and certain persons and entities who are holders of convertible notes (the Notes”) issued by the Company as set forth on Exhibit A hereto (collectively, the “Holders”), on the other hand. The Company and the Holders are sometimes referred to individually, as a “Party” and collectively, as the “Parties.”
MODIFICATION TO EMPLOYMENT AGREEMENTSEmployment Agreements • July 24th, 2019 • Accelerated Pharma, Inc. • Pharmaceutical preparations • Connecticut
This modification agreement dated September 14, 2018 (the “Modification Agreement”), is by and between Accelerated Pharma, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), on the one hand, and Michael Fonstein, Randy S. Saluck, Ekaterina Nikolaevskaya and Dmitry Prudnikov, collectively, the “Executive Officers”), on the other hand, and relates to the employment agreements between the Company and the Executive Officers dated June 10, 2016. The Company and the Executive Officers are sometimes referred to individually, as a “Party”) and collectively, as the “Parties.”
ContractFounder Share Assignement Agreement • July 24th, 2019 • Accelerated Pharma, Inc. • Pharmaceutical preparations • New York
This FOUNDER SHARE ASSIGNEMENT AGREEMENT dated as of January 17, 2019 (the “Agreement”) between Accelerated Pharma, Inc., a Delaware corporation with offices located at 15W155 81st Street, Burr Ridge, IL 60527 (the “Company”) and Michael Fonstein, Dmitry Prudnikov and Ekaterina Nikolaevskaya, each a founder of the Company (individually, a “Founder” and collectively, the “Founders”) on the one hand, and certain persons and entities who are holders of convertible notes issued by the Company as set forth on Exhibit A hereto (each a “Holder and collectively, the “Holders”), on the other hand. The Company, Founders and the Holders are sometimes referred to individually, as a “Party” and collectively, as the “Parties.”
Form of Lock-Up AgreementAccelerated Pharma, Inc. • July 24th, 2019 • Pharmaceutical preparations
The undersigned executive officers and directors of Accelerated Pharma, Inc., a Delaware corporation (the “Company”) understand in connection with its offering of 750,000 units (the “Units”) at an offering price of $4.00 per Unit, each consisting of: (i) one share of the Company’s Common Stock, par value $0.00001 (the “Shares”); and (ii) one Class A Warrant exercisable on or before the five-year anniversary of issuance to purchase one (1) additional Share at an exercise price of $4.40 per Share, that the Company may engage one or more placement agents (collectively, the “Placement Agents”) to act on behalf of the Company in the offer and sale of the Units, on a non-exclusive basis, pursuant to a Registration Statement on Form S-1, as amended, to be filed with the Securities and Exchange Commission (the “SEC”).
Amended Bridge Debt Financing AgreementBridge Debt Financing Agreement • July 24th, 2019 • Accelerated Pharma, Inc. • Pharmaceutical preparations
This Amended Bridge Debt Financing Agreement, dated as of this 1st day of June 1, 2019 (the “Agreement”), effective as of November 1, 2018, is by and between Accelerated Pharma, Inc., a Delaware corporation with offices located at 15W155 81st Street, Burr Ridge, IL 60507 (the “Borrower”), on the one hand, and one or more lenders whose signature are attached on Schedule A hereto, (each a “Lender” and collectively, the “Lenders).
Amended Securities Exchange Agreement by and between Accelerated Pharma, Inc. and Alpha Capital Anstalt and Brio Capital Master Fund Ltd Effective Date: January 17, 2019Securities Exchange Agreement • July 24th, 2019 • Accelerated Pharma, Inc. • Pharmaceutical preparations • Colorado
This AMENDED SECURITIES EXCHANGE AGREEMENT dated June 18, 2019, effective as of January 17, 2019 (this “Amended Exchange Agreement”) between Accelerated Pharma, Inc., a Delaware corporation with offices located at 15W155 81st Street, Burr Ridge, IL 60527 (the “Company”), on the other hand, and Alpha Capital Anstalt (“Alpha”), organized under the laws of Liechtenstein, with offices located at Lettstrasse 32, 9490 Vaduz, Liechtenstein and Brio Capital Master Fund Ltd (“Brio”), organized under the laws of the Cayman Islands with offices located at 100 Merrick Road, Suite 401, W. Rockville Center, NY 11570, on the other hand. The Company, Alpha and Brio are sometimes referred to individually, as a “Party” and collectively, as the “Parties.”
AMENDED NOTE EXTENSION AGREEMENTNote Extension Agreement • July 24th, 2019 • Accelerated Pharma, Inc. • Pharmaceutical preparations
This Amended Note Extension Agreement (“Amended Extension Agreement”), is made and entered into this 30th day of May 2019, effective as of January 30, 2019 (the “Effective Date”), by and among Accelerated Pharma, Inc., a Delaware corporation (the “Company”), and the parties (each a “Note Holder” and collectively, the “Note Holders”) identified on the Note Holder Conversion Schedule attached hereto. The Company and the Note Holders are sometimes referred to individually, as a “Party” and collectively, as the “Parties.”
