ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTEConvertible Security Agreement • January 31st, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
and validly issued at a 10% original issue discount by 60 Degrees Pharmaceuticals, LLC, a Washington DC limited liability corporation (the “Company”) (the “Note”).
COMMON STOCK PURCHASE WARRANTSecurities Agreement • January 31st, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Geoffrey Dow., 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 fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from 60 Degrees Pharmaceuticals, LLC, a limited liability company (the “Company”), up to <WARRANT SHARES> shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant issued pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) entered into as of the Initial Exercise Date between the Company and the initial Holder.
COMMON STOCK PURCHASE WARRANTSecurity Agreement • January 31st, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cavalry Investment Fund LP, 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 fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from 60° Pharmaceuticals, LLC, a limited liability company (the “Company”), up to <WARRANT SHARES> shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant issued pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) entered into as of the Initial Exercise Date between the Company and the initial Holder.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 31st, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 24, 2022, by and between 60° Pharmaceuticals, LLC, a limited liability company, and each investor that executes the signature page hereto as a purchaser (each, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 31st, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 19, 2022, by and between 60 Degrees Pharmaceuticals, LLC, a limited liability company (the “Company”), and each lender party that executes the signature page hereto as a purchaser (each, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANTSecurity Agreement • January 31st, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, <HOLDER>., 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 fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from 60° Pharmaceuticals, LLC, a limited liability company (the “Company”), up to <WARRANT SHARES> shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant issued pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) entered into as of the Initial Exercise Date between the Company and the initial Holder.
EMPLOYMENT AGREEMENTEmployment Agreement • January 31st, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations • Florida
This Employment Agreement, dated as of January 12, 2023 (this “Agreement”), is made and entered into by and between 60 Degrees Pharmaceuticals Inc., a Delaware corporation (the “Company”), and Tyrone Miller (the “Executive” and together with the Company, the “Parties” and individually a “Party”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 11.
AGREEMENT and PLAN OF MERGER ofMerger Agreement • January 31st, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Agreement and Plan of Merger (the “Plan”) for 60 Degrees Pharmaceuticals, LLC, a District of Columbia limited liability company (the “Company”), is made and entered into effective as of June 1, 2022 in accordance with the terms of the Company’s Eighth Amended and Restated Operating Agreement, dated as of December 31, 2021 (the “LLC Agreement”), the
INTER-INSTITUTIONAL AGREEMENT BETWEENInter-Institutional Agreement • January 31st, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
This Inter-Institutional Agreement (hereinafter “Agreement”) is entered into by 60 Degree, Inc., having a principal business address at 1025 Connecticut Avenue NW, Suite 1000, Washington D.C., hereinafter referred to as “60 Degree” and Florida State University Research Foundation, Inc. (“FSURF”), a direct support organization created by Florida State University (“FSU”) to, among other things, manage the licensing of intellectual property created at FSU. FSURF is located at 2000 Levy Ave. Suite 351, Tallahassee, FL 32310. The signatories to this
THE NOTE REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,AS AMENDED, ANO MAY NOT BE SOLO, TRANSFERRED, ASSIGN ED, PLEDGED, OR HYPOTHECATEO UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN...Subordination Agreement • January 31st, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
THE PAYMENT OF THIS NOTE ANO THE RIGHTS OF THE LENDER UNDER THIS NOTE ARE SUBORDINATED TO THE PAYMENT OF SENIOR INDEBTEDNESS (AS DEFINED IN THE SUBORDINATION AGREEMENT REFERRED TO BELOW) ("SENIOR INDEBTEDNESS") AND THE RIGHTS OF THE HOLDERS OF SENIOR INDEBTEDNESS PURSUANT TO THE TERMS OF THE SUBORDINATlON AGREEMENT DATED AS OF THE DATE HEREOF (THE "SUBORDINATION AGREEMENT") BY AND AMONG 60 DEGREES PHARMACEUTICALS, LLC, KNIGHT THERAPEUTICS (BARBADOS) INC. (THE "SENIOR LENDER") AND EACH OF THE CREDITORS REFERRED TO THEREIN, INCLUDING THE LENDER UNDER THIS NOTE.
AGREEMENT TO CONVERT DEBT TO EQUITYAgreement to Convert Debt to Equity • January 31st, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
This Agreement to Convert Debt to Equity (the “Agreement”) effective as of the 31st day of December, 2021 between 60° Pharmaceuticals, LLC, a limited liability company organized and operating under the laws of Washington, District of Columbia (“Company”), and Geoffrey Dow (“Creditor”), as follows:
SUBSCRIPTION AGREEMENT WITH Avante International Limited October 11, 2017 NOTICE TO INVESTORSSubscription Agreement • January 31st, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations • Washington
THIS OFFERING IS BEING MADE SOLELY TO “ACCREDITED INVESTORS,” AS SUCH TERM IS DEFINED INRULE 501 OF REGULATION D UNDER THE SECURITIES ACT. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND WILL BE OFFERED AND SOLD IN RELIANCE ON THE EXEMPTION FROM REGISTRATION AFFORDED BY SECTION 4(2) AND REGUlATION D (RULE 506) OF THE SECURITIES ACT AND CORRESPONDING PROVISIONS OF STATE SECURITIES LAWS.
AGREEMENT TO CONSOLIDATE AND CONVERT EXISTING DEBTAgreement to Consolidate and Convert Existing Debt • January 31st, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
This Agreement to Consolidate and Convert Related Party Debt (the “Agreement”) is made effective as 31st December 2021 between 60° Pharmaceuticals, LLC, a limited liability company organized and operating under the laws of Washington, District of Columbia (“Company”), and Geoffrey Dow (“Creditor”), as follows:
COMMON STOCK PURCHASE WARRANTWarrant Agreement • January 31st, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Geoffrey Dow., 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 fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from 60 Degrees Pharmaceuticals, LLC, a limited liability company (the “Company”), up to <WARRANT SHARES> shares of Common Stock (subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant issued pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) entered into as of the Initial Exercise Date between the Company and the initial Holder.
AGREEMENT TO CONVERT DEBT TO EQUITYAgreement to Convert Debt to Equity • January 31st, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
This Agreement to Convert Debt to Equity (the “Agreement”) is made effective as of the 31st day of December, 2021 between 60° Pharmaceuticals, LLC, a limited liability company organized and operating under the laws of Washington, District of Columbia ( “Company”), and Ty Miller (“Creditor”), as follows:
