0001654954-16-003445 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • November 3rd, 2016 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New Jersey

This EMPLOYMENT AGREEMENT (this “Agreement”), dated April 8, 2016 and effective on the date of consummation of the initial closing of the private placement offering of the Company’s common stock (the “Effective Date”), is by and between ADGERO BIOPHARMACEUTICALS HOLDINGS, INC., a Delaware corporation (the “Company”) and Frank G. Pilkiewicz, Ph.D. (the “Executive”).

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NONQUALIFIED STOCK OPTION GRANT AGREEMENT
Nonqualified Stock Option Grant Agreement • November 3rd, 2016 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Delaware

This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Adgero Biopharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 3rd, 2016 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of April 8, 2016 (the “Effective Date”) between Adgero Biopharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 3rd, 2016 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New Jersey

This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 3, 2016 (the “Effective Date”) is by and between ADGERO BIOPHARMACEUTICALS HOLDINGS, INC., a Delaware corporation (the “Company”) and Laura Edgerly Pflug (the “Employee”).

VOTING AGREEMENT
Voting Agreement • November 3rd, 2016 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York

This VOTING AGREEMENT (this “Agreement”) is entered into as of April 8, 2016 (the “Effective Date”) by and among Adgero Biopharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), the parties listed as stockholders of Adgero Biopharmaceuticals, Inc. (the “Adgero Stockholders”) on the signature pages hereto and the parties listed as stockholders of the Company (the “Holdings Stockholders”) on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”).

AGREEMENT AND PLAN OF MERGER by and among ADGERO BIOPHARMACEUTICALS HOLDINGS, INC., ADGERO ACQUISITION, INC., ADGERO BIOPHARMACEUTICALS, INC. and FRANK G. PILKIEWICZ, as the STOCKHOLDER REPRESENTATIVE Dated as of January 11, 2016
Agreement and Plan of Merger • November 3rd, 2016 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York

THIS AGREEMENT AND PLAN OF MERGER, dated as of January 11, 2016 (this “Agreement”), by and among Adgero Biopharmaceuticals Holdings, Inc., a Delaware corporation (“Parent”), Adgero Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Adgero Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), and Frank G. Pilkiewicz, as Stockholder Representative (the “Stockholder Representative”).

AMENDMENT TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 3rd, 2016 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations

This AMENDMENT to the ASSET PURCHASE AGREEMENT (this “Amendment”) is made as of May 12, 2014 (the “Effective Date”), by and between ADGERO BIOPHARMACEUTICALS, INC., a Delaware corporation (the “Buyer”) and ST. CLOUD INVESTMENTS, LLC, a limited liability corporation incorporated in the British Virgin Islands (the “Seller”). Capitalized terms used and not defined in this Amendment have the meanings given to them in the APA.

SUBSCRIPTION AGREEMENT
Subscription Agreement • November 3rd, 2016 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
6% CONVERTIBLE NOTE
Adgero Biopharmaceuticals Holdings, Inc. • November 3rd, 2016 • Pharmaceutical preparations • New York

THIS AMENDMENT NO. 1 TO 6% CONVERTIBLE NOTE, dated as of March 28, 2016 (this “Amendment”), between Adgero Biopharmaceuticals, Inc., a Delaware corporation (the “Company”) and Dr. Roman Perez Soler (the “Investor”).

AMENDMENT TO PROMISSORY NOTE
Promissory Note • November 3rd, 2016 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations

This Amendment (the “Amendment”) to the Promissory Note (as defined below) is made as of December 30, 2015, by and between Adgero Biopharmaceuticals, Inc., a Delaware corporation (the “Maker”) and Frank G. Pilkiewicz, PH.D. (and any successors or assigns, the “Holder”). Capitalized terms used and not defined in this Amendment have the meanings given to them in the Promissory Note.

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