ContractCommon Stock Purchase Warrant • April 28th, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTEConvertible Security Agreement • April 28th, 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 • April 28th, 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 • April 28th, 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 • April 28th, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May [*], 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 • April 28th, 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 • April 28th, 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.
FORM OF WARRANT AGENT AGREEMENTWarrant Agent Agreement • April 28th, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
This Warrant Agent Agreement (this “Warrant Agreement”), dated as of [●], 2023 (the “Issuance Date”) is between 60 Degrees Pharmaceuticals, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and Equity Stock Transfer, LLC, a California limited liability company (the “Warrant Agent”).
UNDERWRITING AGREEMENT [●] Units, Each Consisting of One Share of Common Stock, One Warrant to Purchase One Share of Common Stock, and One Non-tradeable Warrant to Purchase One Share of Common StockUnderwriting Agreement • April 28th, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement covering the Securities (as defined in Section 4(f) hereof) on Form S-1 (File No. 333-269483) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder, including a preliminary prospectus relating to the Securities and such amendments to such registration statement (including post effective amendments) as may have been required to be filed prior to or after the date of this Agreement. Such registration statement, as amended (including any post effective amendments), has been declared effective by the Commission. Such registration statement, including amendments thereto (including post effective amendments thereto) and all documents and information deemed to be a part of the Registration Statement through incorporation by reference or otherwise at the time of effectiv
EMPLOYMENT AGREEMENTEmployment Agreement • April 28th, 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 De corporation (the “Company”), and Geoffrey Dow (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.
COMMON STOCK PURCHASE WARRANTSecurity Agreement • April 28th, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS CERTIFIES THAT, pursuant to that certain Underwriting Agreement by and between 60 Degrees Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and WallachBeth Capital LLC dated [*], 2023 (the “Underwriting Agreement”), WallachBeth Capital LLC (“Holder”) and its assignees, as registered holders of this purchase warrant (this “Warrant”), is entitled, at any time or from time to time from [*], 2023 (the “Initial Exercise Date”), the date that is one hundred and eighty (180) days after the date of the commencement of the sales of the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”), and at or before 5:00 p.m., Eastern time, on [*], 2028 (five (5) years from the Effective Date) (the “Termination Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to [*] shares of Common Stock of the Company (equal to six (6.0%) percent of the Common Stock sold in the Offering including any exercise of the overallotment option) (su
AGREEMENT and PLAN OF MERGER ofMerger Agreement • April 28th, 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 District of Columbia Limited Liability Company Act (the “DC Act”), and the Delaware General Corporation Law (the “DGCL”). Capitalized terms used but not otherwise defined in this Plan have the meanings ascribed to such terms in the LLC Agreement.
INTER-INSTITUTIONAL AGREEMENT BETWEENInter-Institutional Agreement • April 28th, 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
ContractExclusive License Agreement • April 28th, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
Please be advised that certain identified information has been excluded in Exhibit 10.20 because it is the type of information that the registrant treats as private or confidential and is (i) not material and (ii) would be competitively harmful if publicly disclosed.
AGREEMENT TO CONVERT DEBT TO EQUITYAgreement to Convert Debt to Equity • April 28th, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
This Agreement to Convert Debt to Equity (the “Agreement”) is made as of the 3lst day of August, 2021 between 60° Pharmaceuticals, LLC, a limited liability company organized and operating under the laws of Washington, District of Columbia ( “Company"), and Dong Loock (“Creditor"), as follows:
ContractExclusive License Agreement • April 28th, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
Please be advised that certain identified information has been excluded in Exhibit 10.34 because it is the type of information that the registrant treats as private or confidential and is (i) not material and (ii) would be competitively harmful if publicly disclosed.
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • April 28th, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Debt Conversion Agreement (the “Agreement”), dated as of January 9, 2023, is by and between Knight Therapeutics International S.A., a corporation formed under the laws of Uruguay, and formerly known as Knight Therapeutics (Barbados) Inc. (the “Lender”), and 60 Degrees Pharmaceuticals, Inc., a Delaware corporation and successor by merger of 60°
AMMENDMENT TWO TO THE DEBT CONVERSION AGREEMENTDebt Conversion Agreement • April 28th, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This second amendment to the Debt Conversion Agreement (the “Second Amendment Agreement”) is made and entered into on this 27th day of January 2023, by and between Knight Therapeutics International S.A. (the “Lender”) and 60 Degrees Pharmaceuticals, INC. (the “Borrower”).
AMMENDMENT TO THE DEBT CONVERSION AGREEMENTDebt Conversion Agreement • April 28th, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This amendment to the Debt Conversion Agreement (the “Amendment Agreement”) is made and entered into on this 19th day of January 2023, by and between Knight Therapeutics International S.A. (the “Lender”) and 60 Degrees Pharmaceuticals, INC (the “Borrower”).
AGREEMENT TO CONVERT DEBT TO EQUITYAgreement to Convert Debt to Equity • April 28th, 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:
ContractMaster Consultancy Agreement • April 28th, 2023 • 60 Degrees Pharmaceuticals, Inc. • Pharmaceutical preparations
Please be advised that certain identified information has been excluded in Exhibit 10.21 because it is the type of information that the registrant treats as private or confidential and is (i) not material and (ii) would be competitively harmful if publicly disclosed.
AGREEMENT TO CONVERT DEBT TO EQUITYAgreement to Convert Debt to Equity • April 28th, 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:
AGREEMENT TO CONSOLIDATE AND CONVERT EXISTING DEBTAgreement to Consolidate and Convert Related Party Debt • April 28th, 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:
