COMMON STOCK PURCHASE WARRANT Citius Pharmaceuticals, Inc.Citius Pharmaceuticals, Inc. • May 8th, 2023 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May ___, 20281 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Citius Pharmaceuticals, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 8th, 2023 • Citius Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 3, 2023, between Citius Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 27th, 2021 • Citius Pharmaceuticals, Inc. • Pharmaceutical preparations
The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:
Citius Pharmaceuticals, Inc. AMENDED AND RESTATED UNDERWRITING AGREEMENTUnderwriting Agreement • August 10th, 2020 • Citius Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The undersigned, Citius Pharmaceuticals, Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Citius Pharmaceuticals, Inc. (the “Company”)), hereby confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”) as follows. This Amended and Restated Underwriting Agreement amends, restates and supersedes in its entirety the underwriting agreement, dated as of August 5, 2020, between the Company and the Underwriter.
UNDERWRITER COMMON STOCK PURCHASE WARRANT Citius Pharmaceuticals, Inc.Citius Pharmaceuticals, Inc. • December 29th, 2023 • Pharmaceutical preparations • New York
THIS UNDERWRITER COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 5:00 p.m. (New York City time) on August 8, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Citius Pharmaceuticals, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to the Registration Statement which Registration Statement also registers the Warrant Shares issuable upon exercise of this Warrant.
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Citius Pharmaceuticals, Inc.Citius Pharmaceuticals, Inc. • September 27th, 2019 • Pharmaceutical preparations • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 UNTIL THIS Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Citius Pharmaceuticals, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to the Registration Statement which Registration Statement also registers the Warrant Shares issuable upon exercise of this Warrant.
COMMON STOCK PURCHASE WARRANT Citius Pharmaceuticals, Inc.Common Stock Purchase Warrant • December 29th, 2023 • Citius Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 5:00 p.m. (New York City time) on August 14, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Citius Pharmaceuticals, Inc., a Nevada corporation (the “Company”), up to ________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to the Registration Statement which Registration Statement also registers the Warrant Shares issuable upon exercise of this Warrant.
FORM OF COMMON STOCK PURCHASE WARRANT CITIUS PHARMACEUTICALS, INC.Citius Pharmaceuticals, Inc. • May 15th, 2017 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Citius Pharmaceuticals, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
STRICTLY CONFIDENTIAL Citius Pharmaceuticals, Inc.Letter Agreement • January 27th, 2021 • Citius Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE WARRANT Citius Pharmaceuticals, Inc.Citius Pharmaceuticals, Inc. • April 30th, 2024 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ____1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Citius Pharmaceuticals, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Form of Representative’s Warrant AgreementCitius Pharmaceuticals, Inc. • August 4th, 2017 • Pharmaceutical preparations • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS SIX MONTHS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
PLACEMENT AGENCY AGREEMENT September 27, 2016Placement Agency Agreement • May 15th, 2017 • Citius Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 30th, 2024 • Citius Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 25, 2024, between Citius Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • August 4th, 2017 • Citius Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of August 3, 2017 (the “Issuance Date”) between Citius Pharmaceuticals, Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 18th, 2014 • Trail One, Inc. • Motor vehicle parts & accessories • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of [insert], 2014, (the “Effective Date”) between Citius Pharmaceuticals Holdings, Inc., a Nevada corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”).
EXCLUSIVE LICENSE AGREEMENT Prenzamax, LLC and Citius Pharmaceuticals, LLC EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • November 4th, 2015 • Citius Pharmaceuticals, Inc. • Motor vehicle parts & accessories • New York
THIS EXCLUSIVE LICENSE AGREEMENT (this "Agreement") is made and entered into effective as of the 15th day of November, 2011 (the "Effective Date") by and between Prenzamax, LLC, a Delaware limited liability company, having a place of business at 11 Commerce Drive, Suite 100, Cranford, New Jersey 07016 ("Licensee") and Citius Pharmaceuticals, LLC, a Massachusetts limited liability company, having a place of business at 63 Great Road, Maynard, Massachusetts 01754 (together with its wholly-owned subsidiaries, "Citius") (and, for the purposes of the guaranty set forth in Section 16.14 only, Akrimax Pharmaceuticals, LLC ("Akrimax")).
SUPPLY AGREEMENTSupply Agreement • November 4th, 2015 • Citius Pharmaceuticals, Inc. • Motor vehicle parts & accessories • New York
THIS SUPPLY AGREEMENT (this "Agreement") is made and entered into effective as of the 15th day of November, 2011 (the "Effective Date") by and between Prenzamax, LLC, a Delaware limited liability company having a place of business at 11 Commerce Drive, Suite 100, Cranford, New Jersey, U.S.A. 07016 ("Company") and Alpex Pharma S.A., a Switzerland Societe Anonyme having its principal offices at Mezzovico, Switzerland ("Alpex") (and, for the purposes of the guaranty set forth in Section 12.12 only, Akrimax Pharmaceuticals, LLC ("Akrimax")).
FORM OF AMENDED AND RESTATED SHARED SERVICES AGREEMENTShared Services Agreement • October 24th, 2023 • Citius Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED SHARED SERVICES AGREEMENT (this “Agreement”) is made as of [_____] [___], 2023, by and between Citius Oncology, Inc.,1 a Delaware corporation (the “Company”), and Citius Pharmaceuticals, Inc, a Delaware corporation (“Citius”) (the Company and Citius may be referred to herein individually as a “Party” or collectively as the “Parties”).
AMENDMENT AND COORDINATION AGREEMENTAmendment and Coordination Agreement • November 4th, 2015 • Citius Pharmaceuticals, Inc. • Motor vehicle parts & accessories
THIS AMENDMENT AND COORDINATION AGREEMENT (this "Agreement") is entered into effective as of the 15th day of November, 2011 (the "Effective Date") by and among Prenzamax, LLC, a Delaware limited liability company, having a place of business at 11 Commerce Drive, Suite 100, Cranford, New Jersey 07016 ("Company"), for purposes of the guaranty set forth in Section 6 only, Akrimax Pharmaceuticals, LLC ("Akrimax"), Citius Pharmaceuticals, LLC, a Massachusetts limited liability company, having a place of business at 63 Great Road, Maynard, Massachusetts 01754 ("Citius") and Alpex Pharma S.A., a Switzerland Société Anonyme with its principal offices at Mezzovico, Switzerland ("Alpex"). Company, Citius and Alpex each is referred to herein individually as a "Party," and collectively as the "Parties."
PATENT AND TECHNOLOGY LICENSE AGREEMENTPatent and Technology License Agreement • May 12th, 2023 • Citius Pharmaceuticals, Inc. • Pharmaceutical preparations
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among CITIUS PHARMACEUTICALS, INC., CITIUS ONCOLOGY, INC., TENX KEANE ACQUISITION and TENX MERGER SUB, INC. Dated as of October 23, 2023Agreement and Plan of Merger and Reorganization • October 24th, 2023 • Citius Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of October 23, 2023 (this “Agreement”), is entered into by and among Citius Pharmaceuticals, Inc., a Nevada corporation (the “Company”), Citius Oncology, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“SpinCo”), TenX Keane Acquisition, a Cayman Islands exempted company (which will migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Parent”), and TenX Merger Sub, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”). Each of the foregoing parties is referred to herein as a “Party” and collectively as the “Parties.”
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • November 4th, 2015 • Citius Pharmaceuticals, Inc. • Motor vehicle parts & accessories • New York
Citius Pharmaceuticals, LLCa Massachusetts limited liability partnership, with its principal offices at 381 South Street, Needham, MA 02492 ("Citius") and
WARRANT EXERCISE AGREEMENTWarrant Exercise Agreement • February 19th, 2020 • Citius Pharmaceuticals, Inc. • Pharmaceutical preparations
This Warrant Exercise Agreement (this “Agreement”), dated as of February 14, 2020, is by and between Citius Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and the undersigned holder (each, a “Holder” and, collectively, the “Holders”) of warrants to purchase shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), at an exercise price of $0.77 per share, issued by the Company on September 27, 2019 in connection with its underwritten public Offering (the “September 2019 Warrants”) and warrants to purchase Common Stock, at an exercise price of $2.86 per share, issued by the Company on March 29, 2018 (the “March 2019 Warrants”, and together with the September 2019 Warrants, the “Original Warrants”).
sponsor support AGREEMENTSponsor Support Agreement • October 24th, 2023 • Citius Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 23, 2023, by and among 10XYZ Holdings LP, a Delaware limited partnership (“Sponsor”), TenX Keane Acquisition, a Cayman Islands exempted company (which will migrate to and domesticate as a Delaware corporation prior to the Closing) (“Parent”), Citius Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and Citius Oncology, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“SpinCo”, and following the Closing, the “Surviving Corporation”). Sponsor, Parent, the Company and SpinCo are sometimes referred to herein collectively as the “Parties” and individually as a “Party.” Capitalized terms used and not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2020 • Citius Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into effective as of July 13, 2020 (the “Effective Date”), by and between Citius Pharmaceuticals, Inc., a Nevada corporation with principal executive offices at 11 Commerce Drive, First Floor, Cranford, New Jersey 07016 (the “Company”), and Myron Czuczman, M.D., residing at 26 Quail Run, Randolph, NJ 07869 (the “Employee”).
CONSULTANT SERVICES AGREEMENTConsultant Services Agreement • November 4th, 2015 • Citius Pharmaceuticals, Inc. • Motor vehicle parts & accessories • Massachusetts
This Agreement (the "Agreement") is made by and between, Citius Pharmaceuticals, Inc. ("Citius") and Neeta Wadekar (the "Consultant") as of September 1, 2014.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 11th, 2018 • Citius Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
This Employment Agreement (the “Agreement”) is made as of October 19, 2017 (the “Effective Date”), by and between Citius Pharmaceuticals, Inc. (the “Employer”), and Leonard L. Mazur (the “Executive”). In consideration of the mutual covenants contained in this Agreement, the Employer and the Executive agree as follows:
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 24th, 2023 • Citius Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_____ __], 2023, is made and entered into by and among (i) Citius Oncology, Inc., a Delaware corporation, formerly known as TenX Keane Acquisition, a Cayman Islands exempted company (the “Company”), (ii) the equityholders designated as Sponsor Equityholders on the signature page hereto (collectively, the “Sponsor Equityholders”); and (iii) Citius Pharmaceuticals, Inc. (the “Legacy Citius Oncology Equityholder” and, together with the Sponsor Equityholders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, the “Holders” and individually, a “Holder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 18th, 2014 • Trail One, Inc. • Motor vehicle parts & accessories • New York
Release AGREEMENTRelease Agreement • February 14th, 2018 • Citius Pharmaceuticals, Inc. • Pharmaceutical preparations
This Release Agreement (“Release) by and between Citius Pharmaceuticals, Inc., (“Citius”) and Aegis Capital Corp. (“Aegis” and together with Citius, each a “Party” and collectively the “Parties”) is dated and effective as of the 7th day of November, 2017.
STOCK SUBSCRIPTION AGREEMENTStock Subscription Agreement • April 5th, 2016 • Citius Pharmaceuticals, Inc. • Motor vehicle parts & accessories • New York
THIS STOCK SUBSCRIPTION AGREEMENT (the "Agreement"), dated as of March 30, 2016 is entered into by and between Citius Pharmaceuticals, Inc., a Nevada corporation (the "Corporation"), and Leonard Mazur, an individual with an address 32 Arden Road, Mountain Lakes, New Jersey 07046 (the "Subscriber").
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2022 • Citius Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is entered into this 12 day of April, 2022, to be effective as of May 1, 2022 (the “Effective Date”), by and between Citius Pharmaceuticals, Inc., a Nevada corporation with principal executive offices at 11 Commerce Drive, 1st Floor, Cranford, NJ 07016 (the “Company”), and Myron Holubiak, residing at 1544 Edly Cove Court, North Brunswick, New Jersey 08902 (the “Executive”).
AMENDMENT TO PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 15th, 2017 • Citius Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Amendment to Placement Agency Agreement (the “Amendment”) is made on November 23, 2016, by and between Citius Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and Garden State Securities, Inc. (“GSS”). All terms not defined herein shall have the meaning designated in the Agreement (as defined below).
DEMAND NOTECitius Pharmaceuticals, Inc. • October 26th, 2016 • Pharmaceutical preparations • New Jersey
FOR VALUE RECEIVED, the undersigned, Citius Pharmaceuticals, Inc. (the "Company"), hereby promises to pay to Leonard Mazur, or registered assigns (the "Lender"), on the Maturity Date (as hereafter defined), such principal sum of $500,000.00.
TECHNICAL & QUALITY AGREEMENTTechnical & Quality Agreement • October 16th, 2015 • Citius Pharmaceuticals, Inc. • Motor vehicle parts & accessories
This document will be used as reference for the manufacturing and control activities which are to be agreed by the parties.
