VERRICA PHARMACEUTICALS INC. (a Delaware corporation) 12,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 1st, 2022 • Verrica Pharmaceuticals Inc. • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 22nd, 2018 • Verrica Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2018 between Verrica Pharmaceuticals Inc., a Delaware corporation (the “Company”), and [INDEMNITEE NAME] (“Indemnitee”).
VERICA PHARMACEUTICALS INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20 Debt SecuritiesIndenture • November 7th, 2022 • Verrica Pharmaceuticals Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [•], 20__, among VERRICA PHARMACEUTICALS INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
VERRICA PHARMACEUTICALS INC. AND _________________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF __________Warrant Agreement • November 7th, 2022 • Verrica Pharmaceuticals Inc. • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between VERRICA PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
VERRICA PHARMACEUTICALS INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • November 7th, 2022 • Verrica Pharmaceuticals Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between VERRICA PHARMACEUTICALS INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFWarrant Agreement • November 7th, 2022 • Verrica Pharmaceuticals Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between VERRICA PHARMACEUTICALS INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
OPEN MARKET SALE AGREEMENTSMVerrica Pharmaceuticals Inc. • November 7th, 2022 • Pharmaceutical preparations • New York
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 7th, 2020 • Verrica Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 10, 2020 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and VERRICA PHARMACEUTICALS INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
VERRICA PHARMACEUTICALS INC. (a Delaware corporation) 750,000 Shares of Common Stock Pre-Funded Warrants to Purchase 4,064,814 Shares of Common Stock UNDERWRITING AGREEMENTVerrica Pharmaceuticals Inc. • February 21st, 2023 • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENTEmployment Agreement • May 22nd, 2018 • Verrica Pharmaceuticals Inc. • Pharmaceutical preparations • Pennsylvania
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective January 30, 2018 (the “Effective Date”), by and between Verrica Pharmaceuticals Inc., a Delaware corporation (the “Company”) and Linda S. Palczuk (the “Employee”).
VERRICA PHARMACEUTICALS INC. EMPLOYMENT AGREEMENTEmployment Agreement • May 22nd, 2018 • Verrica Pharmaceuticals Inc. • Pharmaceutical preparations • California
This Employment Agreement (the “Agreement”) is made and entered into by and between Matthew Davidson, Ph.D. (“Executive”), and Verrica Pharmaceuticals Inc. (the “Company”) (together referred to herein as the “Parties”), effective as of December 2, 2015 (the “Effective Date”).
VERRICA PHARMACEUTICALS INC. AMENDED AND RESTATED RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • May 22nd, 2018 • Verrica Pharmaceuticals Inc. • Pharmaceutical preparations • California
This Amended and Restated Restricted Stock Purchase Agreement (the “Agreement”) is made as of December 2, 2015 by and between Verrica Pharmaceuticals Inc., a Delaware corporation (the “Company”), and Matthew Davidson (the “Purchaser”).
VERRICA PHARMACEUTICALS INC.Restricted Stock Purchase Agreement • May 22nd, 2018 • Verrica Pharmaceuticals Inc. • Pharmaceutical preparations • California
Unless otherwise defined herein, the terms defined in the 2014 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Restricted Stock Purchase Agreement (the “Agreement”).
VERRICA PHARMACEUTICALS INC.Stock Option Agreement • May 22nd, 2018 • Verrica Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
Unless otherwise defined herein, the terms defined in the 2013 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
MEZZANINE LOAN AND SECURITY AGREEMENTMezzanine Loan and Security Agreement • May 7th, 2020 • Verrica Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
THIS MEZZANINE LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 10, 2020 (the “Effective Date”) among (a) SILICON VALLEY BANK, a California corporation (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SILICON VALLEY BANK, a California corporation (“SVB”), as a lender, (c) WESTRIVER INNOVATION LENDING FUND VIII, L.P., a Delaware limited partnership (“WestRiver”), as a lender (SVB and WestRiver and each of the other “Lenders” from time to time a party hereto are referred to herein collectively as the “Lenders” and each individually as a “Lender”), and (d) VERRICA PHARMACEUTICALS INC., a Delaware corporation (“Borrower”), provides the terms on which Agent and the Lenders shall lend to Borrower and Borrower shall repay Agent and the Lenders. The parties agree as follows:
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2020 • Verrica Pharmaceuticals Inc. • Pharmaceutical preparations • Pennsylvania
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), by and between Verrica Pharmaceuticals Inc., a Delaware corporation (the "Company") and Patrick Burnett, MD, PhD, FAAD (the "Employee"), amends, restates, and supersedes in its entirety the Employment Agreement between the Company and the Employee that was effective March 7, 2018, as supplemented by an Acknowledgment dated April 4, 2018 (such March 7, 2018 and April 4, 2018 agreements together, the "Prior Agreement'). This Agreement is entered into effective January 10, 2020 (the "Effective Date"). Company and Employee are each herein referred to individually as a "Party," or collectively as the "Parties").
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) is the type that the registrant treats as private or confidential. OMISSIONS ARE DESIGNATED [***]. CREDIT AGREEMENT dated as of July 26,...Credit Agreement • November 9th, 2023 • Verrica Pharmaceuticals Inc. • Pharmaceutical preparations • New York
THIS CREDIT AGREEMENT dated as of July 26, 2023 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between VERRICA PHARMACEUTICALS INC., a Delaware corporation (the “Borrower”) and ORBIMED ROYALTY & CREDIT OPPORTUNITIES IV, LP, a Delaware limited partnership (the “Initial Lender”) and each other lender that may from time to time become a party hereto (each, including the Initial Lender, and together with their Affiliates, successors, transferees and assignees, the “Lenders”), and ORBIMED ROYALTY & CREDIT OPPORTUNITIES IV, LP, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). The Borrower, the Lenders and the Administrative Agent are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) is the type that the registrant treats as private or confidential. OMISSIONS ARE DESIGNATED [***]. PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • November 9th, 2023 • Verrica Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of July 26, 2023 (as amended, supplemented or otherwise modified from time to time, this “Security Agreement”), is made by VERRICA PHARMACEUTICALS INC., a Delaware corporation (the “Borrower”, and together with any other entity that may become party hereto as provided herein, each a “Grantor” and, collectively, the “Grantors”) in favor of ORBIMED ROYALTY & CREDIT OPPORTUNITIES IV, LP, a Delaware limited partnership (together with its successors, transferees and assignees, the “Administrative Agent”), as Administrative Agent for the Secured Parties (defined below).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTRights Agreement • March 30th, 2018 • Verrica Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 20th day of February, 2018, by and among Verrica Pharmaceuticals Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto (whether or not such Investor is a signatory hereto), each of which is referred to in this Agreement as an “Investor”, each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 5.9 hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • March 2nd, 2022 • Verrica Pharmaceuticals Inc. • Pharmaceutical preparations • Pennsylvania
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective February 27, 2020 (the “Effective Date”), by and between Verrica Pharmaceuticals Inc., a Delaware corporation (the “Company”) and Christopher G. Hayes (the “Employee”).
SERVICES AGREEMENTServices Agreement • May 22nd, 2018 • Verrica Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
THIS SERVICES AGREEMENT (this “Agreement”) is entered into as of the 2nd day of December, 2015, by and between PBM Capital Group, LLC, a Delaware limited liability company (“PBM”), and Verrica Pharmaceuticals Inc., a Delaware corporation (the “Company”).
SUBLEASE AGREEMENTLease Agreement • May 2nd, 2018 • Verrica Pharmaceuticals Inc. • Pharmaceutical preparations • Pennsylvania
THIS SUBLEASE AGREEMENT (this “Sublease”) is made and entered into as of April 9, 2018, by and between THERAKOS, INC., a Florida corporation, as sublandlord (“Sublandlord”), and VERRICA PHARMACEUTICALS, INC., a Delaware corporation, as subtenant (“Subtenant”).
SECOND AMENDMENT TO SERVICES AGREEMENTServices Agreement • March 7th, 2019 • Verrica Pharmaceuticals Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO SERVICES AGREEMENT (the “Second Amendment”), effective as of January 1, 2019 (the “Effective Date”), is between Verrica Pharmaceuticals Inc., a Delaware Corporation (the “Company”) and PBM Capital Group, LLC, a Delaware limited liability company (“PBM”). Company and PBM are collectively the “Parties”.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 29th, 2024 • Verrica Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of January 31, 2024 by and among VERRICA PHARMACEUTICALS INC., a Delaware corporation (the “Borrower”), the Lenders party hereto (the “Lenders”), and ORBIMED ROYALTY & CREDIT OPPORTUNITIES IV, LP, as administrative agent for the Lenders (together with its Affiliates, successors, transferees and assignees, the “Administrative Agent”).
SUPPLY AGREEMENTSupply Agreement • November 7th, 2018 • Verrica Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This Supply Agreement (this “Agreement”) is entered into on this 16th day of July, 2018 (the “Effective Date”), by and between Funing County Development Brucea Javanica Professional Cooperatives (富宁县开发鸦胆子种植专业合作社), whose principal office address is No. 14, Mashi Street, Xinhua Town, Funing County, China (hereinafter referred to as “Supplier”), and Verrica Pharmaceuticals Inc., a Delaware corporation, with offices at 10 North High Street, Suite 200, West Chester, Pennsylvania 19380 (hereinafter referred to as “Verrica”), each a “Party” and collectively the “Parties.”
Re: Transition AgreementTransition Agreement • June 5th, 2018 • Verrica Pharmaceuticals Inc. • Pharmaceutical preparations • California
This letter sets forth the substance of the Transition Agreement (the “Transition Agreement” or “Agreement”) which Verrica Pharmaceuticals, Inc. (the “Company”) is offering to you.
LEASE AGREEMENT BETWEEN AND VERRICA PHARMACEUTICALS INC.Lease Agreement • July 1st, 2019 • Verrica Pharmaceuticals Inc. • Pharmaceutical preparations • Pennsylvania
AGREEMENT OF LEASE made as of the 1st day of July, 2019 (the “Effective Date”), by and between 44 WEST GAY LLC, a Pennsylvania limited liability company with its principal place of business at 120 Pennsylvania Avenue, Malvern, Pennsylvania 19355 (“Landlord”) and VERRICA PHARMACEUTICALS INC., a Delaware corporation with an address of 10 North High Street, Suite 200, West Chester, Pennsylvania 19380 (“Tenant”). Landlord and Tenant are each individually a “party,” and collectively the “parties”.
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • May 7th, 2021 • Verrica Pharmaceuticals Inc. • Pharmaceutical preparations • New York
This COLLABORATION AND License Agreement (this “Agreement”) is entered into as of March 17, 2021 (the “Effective Date”), by and between Verrica Pharmaceuticals Inc., a company incorporated under the laws of Delaware and having an address at 10 North High Street, Suite 200, West Chester, Pennsylvania 19380 (“Verrica”) and Torii Pharmaceutical Co., Ltd., a company incorporated under the laws of Japan and having its principal place of business at 4-1 Nihonbashi-Honcho 3-chome, Chuo-ku, Tokyo 103-8439, Japan (“Licensee”). Verrica and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • March 2nd, 2022 • Verrica Pharmaceuticals Inc. • Pharmaceutical preparations • New Jersey
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective August 1, 2020 (the “Effective Date”), by and between Verrica Pharmaceuticals Inc., a Delaware corporation (the “Company”) and Gary Goldenberg (the “Employee”). Company and Employee are each herein referred to individually as a “Party,” or collectively as the “Parties”).
FIRST AmendmentLoan and Security Agreement • March 17th, 2021 • Verrica Pharmaceuticals Inc. • Pharmaceutical preparations
This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 26th day of October, 2020, by and between SILICON VALLEY BANK (“Bank”) and VERRICA PHARMACEUTICALS INC., a Delaware corporation (“Borrower”), whose address is 10 North High Street, Suite 200, West Chester, Pennsylvania 19380.
WAIVER AND SECONDAMENDMENT TO MEZZANINE LOAN AND SECURITYAGREEMENTMezzanine Loan and Securityagreement • March 2nd, 2022 • Verrica Pharmaceuticals Inc. • Pharmaceutical preparations
This Waiver and Second Amendment to Loan and Security Agreement(this “Amendment” ) is entered into this 1st day of March,2022 by and among (a) SILICONVALLEY BANK, a California corporation (“SVB”), in its capacity as administrative agent and collateral agent (“Agent”), (b) SILICON VALLEY BANK, a California corporation, as a lender, (c) SVB INNOVATION CREDIT FUND VIII, L.P., a Delaware limited partnership (“SVB Innovation Fund”), as a lender (SVB and SVB Innovation Fund and each of the other “ Lenders” from time to time a party heretoare referred to herein collectively as the “Lenders” and each individually as a “Lender”), and (d) VERRICA PHARMACEUTICALS INC., a Delawarecorporation (“Borrower”), whose address is 44 West Gay Street, Suite 400, West Chester, Pennsylvania 19380.
LOAN AND SECURITYAGREEMENTAnd Security Agreement • March 2nd, 2022 • Verrica Pharmaceuticals Inc. • Pharmaceutical preparations
This Waiver and Second Amendmentto Loan and Security Agreement(this “Amendment”) is entered into this 1st day of March, 2022, by and between SILICON VALLEY BANK (“Bank”) and VERRICA PHARMACEUTICALS INC.,a Delaware corporation (“Borrower”), whose address is 44 West Gay Street, Suite 400, West Chester, Pennsylvania 19380.
VERRICA PHARMACEUTICALS INC. ADVISOR AGREEMENTAdvisor Agreement • March 30th, 2018 • Verrica Pharmaceuticals Inc. • Pharmaceutical preparations • California
This Advisor Agreement (“Agreement”) is made and entered into as of August 7th 2014 (the “Effective Date”), by and between Verrica Pharmaceuticals Inc., a Delaware corporation (the “Company”), and Glenn Oclassen (“Advisor”). The Company desires to retain Advisor as an independent contractor to perform certain advisory services for the Company, and Advisor is willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained herein, and other good and valuable consideration, the parties agree as follows:
to MEZZANINE Loan and security agreementMezzanine Loan and Security Agreement • March 17th, 2021 • Verrica Pharmaceuticals Inc. • Pharmaceutical preparations
This First Amendment to Loan and Security Agreement (this “Amendment” ) is entered into this 26th day of October, 2020 by and among (a) SILICON VALLEY BANK, a California corporation (“SVB” ), in its capacity as administrative agent and collateral agent (“Agent”), (b) SILICON VALLEY BANK, a California corporation, as a lender, (c) WESTRIVER INNOVATION LENDING FUND VIII, L.P., a Delaware limited partnership (“WestRiver”), as a lender (SVB and WestRiver and each of the other “ Lenders” from time to time a party hereto are referred to herein collectively as the “Lenders” and each individually as a “Lender”), and (d) VERRICA PHARMACEUTICALS INC., a Delaware corporation (“Borrower”), whose address is 10 North High Street, Suite 200, West Chester, Pennsylvania 19380.
THIRD AMENDMENT TO SERVICES AGREEMENTServices Agreement • November 6th, 2019 • Verrica Pharmaceuticals Inc. • Pharmaceutical preparations
THIS THIRD AMENDMENT TO SERVICES AGREEMENT (the “Third Amendment”), effective as of October 1, 2019 (the “Effective Date”), is between Verrica Pharmaceuticals Inc., a Delaware Corporation (the “Company”) and PBM Capital Group, LLC, a Delaware limited liability company (“PBM”). Company and PBM are collectively the “Parties”.
