REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 20th, 2019 • AzurRx BioPharma, Inc. • Pharmaceutical preparations • Illinois
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 14, 2019, is entered into by and between AzurRx BioPharma, Inc., a Delaware corporation (the “Company”), and ADEC Private Equity Investments, LLC, a Delaware limited liability company (together with its permitted assigns, the “Purchaser”).
SENIOR CONVERTIBLE NOTEConvertible Security Agreement • February 20th, 2019 • AzurRx BioPharma, Inc. • Pharmaceutical preparations • New York
THIS SENIOR CONVERTIBLE NOTE is a duly authorized and validly issued Senior Convertible Note (this “Note”) of AzurRx BioPharma, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 760 Parkside Avenue, Suite 304 Brooklyn, New York 11226 pursuant to that certain Note Purchase Agreement, dated February 14, 2019, by and between the Company and the Holder (as hereinafter defined), as amended, modified or supplemented from time to time in accordance with its terms (the “Purchase Agreement”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 20th, 2019 • AzurRx BioPharma, Inc. • Pharmaceutical preparations • New York
This Note Purchase Agreement (this “Agreement”) is dated as of February 14, 2019, between AzurRx BioPharma, Inc., a Delaware corporation (the “Company”), and ADEC Private Equity Investments, LLC, a Delaware limited liability company (the “Purchaser”).
DATED FEBRUARY 14, 2019 BANK ACCOUNT PLEDGE AGREEMENT between AZURRX BIOPHARMA SAS as Pledgor and ADEC PRIVATE EQUITY INVESTMENTS, LLC as BeneficiaryBank Account Pledge Agreement • February 20th, 2019 • AzurRx BioPharma, Inc. • Pharmaceutical preparations
CLAUSE PAGE 1 Definitions and Interpretation 2 2 The Pledge 3 3 Representations and Warranties 4 4 Undertakings 4 5 Enforcement 4 6 Duration 5 7 Expenses 5 8 Retention of Security 5 9 Notices 5 10 Assignments 5 11 Miscellaneous 5 12 Governing Law – Jurisdiction 6 Schedule 1 Pledged Accounts 8 Schedule 2 Form of Notice of Pledge to the Account Holder 9 Schedule 3 Form of Blocking Notice 12 Schedule 4 Form of Unblocking Notice 15
AZURRX BIOPHARMA, INC.Warrant Amendment • February 20th, 2019 • AzurRx BioPharma, Inc. • Pharmaceutical preparations
Reference is hereby made to those common stock purchase warrants set forth in Exhibit A hereto (each a “Warrant,” and together the “Warrants”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in each of the Warrants.
