PREFUNDED COMMON STOCK PURCHASE WARRANT AKERS BIOSCIENCES, INC.Security Agreement • November 12th, 2020 • Akers Biosciences, Inc. • In vitro & in vivo diagnostic substances
THIS PREFUNDED 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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Akers Biosciencs, Inc., a New Jersey 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).
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 12th, 2020 • Akers Biosciences, Inc. • In vitro & in vivo diagnostic substances • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 11, 2020, between Akers Biosciences, Inc., a New Jersey 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 AKERS BIOSCIENCES, INC.Common Stock Purchase Warrant • November 12th, 2020 • Akers Biosciences, Inc. • In vitro & in vivo diagnostic substances
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 ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Akers Biosciences, Inc., a New Jersey 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).
VOTING AGREEMENTVoting Agreement • November 12th, 2020 • Akers Biosciences, Inc. • In vitro & in vivo diagnostic substances • New York
This VOTING AGREEMENT (this “Agreement”) is entered into as of November 11, 2020, between MyMD Pharmaceuticals. Inc., a Florida corporation (“Company”) and the undersigned (the “Stockholder”).
SECURED PROMISSORY NOTE (Grid Attached)Secured Promissory Note • November 12th, 2020 • Akers Biosciences, Inc. • In vitro & in vivo diagnostic substances • New York
FOR VALUE RECEIVED AND IN CONSIDERATION OF ANY ADVANCE OR ADVANCES (INIDIVIDUALLY AN “ADVANCE” AND COLLECTIVELY, THE “ADVANCES”), and subject to the terms and conditions set forth herein, MYMD PHARMACEUTICALS, INC., a Florida corporation (“Borrower”), hereby unconditionally promises to pay to AKERS BIOSCIENCES, INC., a New Jersey corporation, or its assigns (“Noteholder”, and together with Borrower, the “Parties”), the principal amount the principal amount of the Advances on the Maturity Date (as defined below) together with all accrued interest thereon, as provided in this Secured Promissory Note (this “Note”). The aggregate amount of all Advances made under this Note shall not exceed $3,000,000 (the “Facility Limit”)
FORM OF LOCK-UP AND SUPPORT AGREEMENTLock-Up and Support Agreement • November 12th, 2020 • Akers Biosciences, Inc. • In vitro & in vivo diagnostic substances • New York
THIS LOCK-UP AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of November 11, 2020, by and among Akers Biosciences, Inc. (the “Company”) and the undersigned stockholder of the Company (the “Stockholder”).
Akers Biosciences and MyMD Pharmaceuticals Sign Definitive Merger AgreementMerger Agreement • November 12th, 2020 • Akers Biosciences, Inc. • In vitro & in vivo diagnostic substances
● Lead molecule MYMD-1 inhibits production of tumor necrosis factor alpha (TNF-α), a cell signaling protein involved in systemic inflammation, in preclinical studies
Akers BioSciences, Inc. Lock-Up/Leak-Out Agreement November 11, 2020Lock-Up/Leak-Out Agreement • November 12th, 2020 • Akers Biosciences, Inc. • In vitro & in vivo diagnostic substances • New York
This Lock-Up/Leak-Out Agreement (this “Agreement”) is executed in connection with the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), by and among Akers BioSciences, Inc., a New Jersey corporation (“Parent”), XYZ Merger Sub Inc., a Florida corporation (“Merger Sub”), and MyMD Pharmaceuticals, Inc., a Florida corporation (“Company”), dated as of November 11, 2020. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Merger Agreement.
