SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 8th, 2021 • GT Biopharma, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of_______, 2020, between GT Biopharma, Inc., a Delaware corporation and includes any successor Company thereto (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
CONVERTIBLE NOTE DUE [ ]GT Biopharma, Inc. • February 8th, 2021 • Pharmaceutical preparations • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of GT BIOPHARMA, INC., a Delaware corporation, (the “Borrower”), having its principal place of business at 9350 Wilshire Blvd, Suite 203, Beverly Hills, CA 90212, due [ ] (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
SHARES OF COMMON STOCK COMMON WARRANTS TO PURCHASE _____ SHARES OF COMMON STOCK AND ____ PRE-FUNDED WARRANTS GT BIOPHARMA, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 8th, 2021 • GT Biopharma, Inc. • Pharmaceutical preparations • New York
The undersigned, GT BIOPHARMA, INC., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of GT BIOPHARMA, INC., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which ROTH CAPITAL PARTNERS, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
BOARD SERVICE AGREEMENTBoard Service Agreement • February 8th, 2021 • GT Biopharma, Inc. • Pharmaceutical preparations
GT Biopharma, Inc., (“GT” or the “Company”) appoints, as of January 13, 2021, Michael Breen (“Director”) to its board of directors for an initial term of two years, and as may be extended under the Company’s bylaws.
AMENDMENT TO CONVERTIBLE NOTEConvertible Note • February 8th, 2021 • GT Biopharma, Inc. • Pharmaceutical preparations
This Amendment to Convertible Note (this “Amendment”) is entered into as of January 31, 2021 (the “Effective Date”), by and between GT Biopharma, Inc., a Delaware corporation (the “Borrower”) and Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B (the “Holder” and together with the Borrower, the “Parties”) with respect to that certain Convertible Note Due January 31, 2021, dated December 22, 2020, in the original principal amount of $500,000 (the “Note”). Any capitalized term used in this Amendment and not otherwise defined shall have the meaning ascribed to it in the Note.
