EMPLOYMENT AGREEMENTEmployment 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”).
NONQUALIFIED STOCK OPTION GRANT AGREEMENTNonqualified 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”).
EMPLOYMENT AGREEMENTEmployment 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 AGREEMENTVoting 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”).
REGISTRATION RIGHTS AGREEMENTRegistration 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”).
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, 2016Merger Agreement • 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 AGREEMENTAsset 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 AGREEMENTSubscription Agreement • November 3rd, 2016 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
6% CONVERTIBLE NOTE6% Convertible Note • November 3rd, 2016 • Adgero Biopharmaceuticals Holdings, Inc. • 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 NOTEPromissory 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.
