XORTX Therapeutics Inc. and Continental Stock Transfer & Trust Company, as Warrant Agent Warrant Agency Agreement Dated as of ________________, 2021Warrant Agency Agreement • October 12th, 2021 • XORTX Therapeutics Inc. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of _________, 2021 (“Agreement”), between XORTX Therapeutics Inc., a British Columbia corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
PRE-FUNDED COMMON SHARE PURCHASE WARRANT XORTX Therapeutics, INC.XORTX Therapeutics Inc. • September 16th, 2021 • Pharmaceutical preparations • New York
THIS PRE-FUNDED COMMON SHARE 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”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from XORTX Therapeutics, Inc., a company organized under the laws of British Columbia (the “Company”), up to ______ common shares, no par value (the “Common Shares”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AT THE MARKET OFFERING AGREEMENTMarket Offering Agreement • November 30th, 2023 • XORTX Therapeutics Inc. • Pharmaceutical preparations • New York
XORTX Therapeutics Inc., a company organized under the laws of British Columbia (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
PRE-FUNDED COMMON SHARE PURCHASE WARRANT XORTX Therapeutics, INC.XORTX Therapeutics Inc. • September 12th, 2022 • Pharmaceutical preparations • New York
THIS PRE-FUNDED COMMON SHARE 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”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from XORTX Therapeutics, Inc., a company organized under the laws of British Columbia (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain Underwriting Agreement, dated [ ], 2022, between the Company and A.G.P./Alliance Global Partners, as representative of the underwriters thereunder (the “Underwriting Agreement”). This Warrant
Form of Underwriter’s Warrant AgreementXORTX Therapeutics Inc. • September 16th, 2021 • Pharmaceutical preparations • New York
THIS PURCHASE WARRANT IS EXERCISABLE ON [________], 2021. VOID AFTER 5:00 P.M., EASTERN TIME, [________], 2026 [DATE THAT IS FIVE (5) YEARS FROM THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT].
Form of Underwriter’s Warrant AgreementS Warrant Agreement • May 3rd, 2022 • XORTX Therapeutics Inc. • Pharmaceutical preparations • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) A.G.P./ALLIANCE GLOBAL PARTNERS OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF A.G.P./ALLIANCE GLOBAL PARTNERS OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
UNDERWRITING AGREEMENTUnderwriting Agreement • October 4th, 2021 • XORTX Therapeutics Inc. • Pharmaceutical preparations • New York
XORTX Therapeutics Inc., a company organized under the laws of British Columbia (the “Company”), proposes to issue and sell, severally and not jointly, to A.G.P./Alliance Global Partners (the “Representative”) and the other underwriters named on Schedule I hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) (i) an aggregate of [__] common share units (the “Common Share Units”), with each Common Share Unit consisting of (A) one common share (each a “Firm Share” and collectively the “Firm Shares”), no par value per share, of the Company (the “Shares”), and (B) a warrant to purchase [__] Shares (each a “Firm Warrant” and collectively the “Firm Warrants”) and (ii) an aggregate of [ ] pre-funded warrant units (the “Pre-Funded Warrant Units”), with each Pre-Funded Warrant Unit consisting of (A) a pre-funded warrant to purchase [__] Shares at an exercise
COMMON SHARE PURCHASE WARRANT XORTX THERAPEUTICS, INC.Common Share Purchase • September 12th, 2022 • XORTX Therapeutics Inc. • Pharmaceutical preparations • New York
THIS COMMON SHARE 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. (Eastern time) on [ ], 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from XORTX Therapeutics, Inc., a company organized under the laws of British Columbia (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain Underwriting Agreement, dated [ ], 2022, between the Company and A.G.P./Alliance Global Partners, as representative of the underwriters thereunder (the “Underwriting Agreement”). This W
XORTX Therapeutics Inc. and Continental Stock Transfer & Trust Company, as Warrant Agent Warrant Agency Agreement Dated as of ________________, 2022 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • September 12th, 2022 • XORTX Therapeutics Inc. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of _________, 2022 (“Agreement”), between XORTX Therapeutics Inc., a British Columbia corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
Form of Underwriter’s Warrant AgreementCommon Share Purchase Warrant • September 12th, 2022 • XORTX Therapeutics Inc. • Pharmaceutical preparations • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) A.G.P./ALLIANCE GLOBAL PARTNERS OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF A.G.P./ALLIANCE GLOBAL PARTNERS OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
MASTER SERVICES AGREEMENT (For All CRO Services)Master Services Agreement • April 28th, 2023 • XORTX Therapeutics Inc. • Pharmaceutical preparations
This Master Services Agreement (this “Agreement”) is made as of the 20th day of July, 2017 (the “Effective Date”) by and between Cato Research Canada Inc., a Quebec corporation headquartered at 9900 Cavendish Boulevard, Suite 300, Saint-Laurent, Quebec, Canada H4M 2V2 (“CRC”), and XORTX Pharma Corp., a form of organization with offices located at 4000, 421 7th Avenue SW, Calgary, Alberta, Canada T2P 4K9 (“XORTX”). Each of CRC and XORTX may be referred to herein separately as a “Party” and collectively as the “Parties.” As used in this Agreement, “Affiliate(s)” means any corporation, firm, partnership, or other entity which controls, is controlled by or is under common control with a Party. For the purpose of this definition, “control” shall mean the power to direct, or cause the direction of, the management and policies of an entity through the ownership, directly or indirectly, of at least fifty percent (50%) of the voting share capital of such entity or any other comparable equity, b
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made as of the 1st day of August, 2021Employment Agreement • September 16th, 2021 • XORTX Therapeutics Inc. • Pharmaceutical preparations • Alberta
Allen Davidoff, an individual residing in the City of Calgary, in the Province of Alberta (hereinafter called the “EMPLOYEE”).
UNDERWRITING AGREEMENTUnderwriting Agreement • September 16th, 2021 • XORTX Therapeutics Inc. • Pharmaceutical preparations • New York
XORTX Therapeutics Inc., a company organized under the laws of British Columbia (the “Company”), proposes to issue and sell, severally and not jointly, to A.G.P./Alliance Global Partners (the “Representative”) and the other underwriters named on Schedule I hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) (i) an aggregate of [__] common share units (the “Common Share Units”), with each Common Share Unit consisting of (A) one common share (each a “Firm Share” and collectively the “Firm Shares”), no par value per share, of the Company (the “Shares”), and (B) a warrant to purchase [__] Shares (each a “Firm Warrant” and collectively the “Firm Warrants”) and (ii) an aggregate of [ ] pre-funded warrant units (the “Pre-Funded Warrant Units”), with each Pre-Funded Warrant Unit consisting of (A) a pre-funded warrant to purchase [__] Shares at an exercise
CONSULTING SERVICES AGREEMENT BETWEEN XORTX Therapeutics Inc AND Mr. Amar Keshri operating as NEXT LEVEL CONSULTANTS INC. MADE AS OF July 1, 2021 [Company Letterhead]Consulting Services Agreement • July 21st, 2021 • XORTX Therapeutics Inc. • Pharmaceutical preparations • Ontario
THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements contained herein, the parties hereto agree as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • May 26th, 2021 • XORTX Therapeutics Inc. • Pharmaceutical preparations • Alberta
The undersigned (hereinafter referred to as the "Subscriber") hereby irrevocably subscribes for and agrees to purchase the number of units of the Corporation set forth below (the "Units") for the aggregate subscription price set forth below (the "Aggregate Subscription Price"), representing a subscription price of Cdn. $0.14 per Unit, upon and subject to the terms and-conditions set forth in "Terms and Conditions of Subscription for Units of the Corporation" attached hereto (the "Terms and Conditions", and together with this page and the attached exhibits, the "Subscription Agreement"). Each Unit will be comprised of one common share of the Corporation ("Common Share") and one Common Share purchase warrant of the Corporation ("Warrant"). Each Warrant entitles the holder to purchase one Common Share ('Warrant Share") at a price of Cdn. $0.25 per Warrant Share for a period of one year following the Closing Date (as defined herein), provided, however, that, if, at any time following the e
Development and Clinical Manufacturing Services AgreementServices Agreement • May 3rd, 2022 • XORTX Therapeutics Inc. • Pharmaceutical preparations • New York
WHEREAS, Customer is engaged in the development and research of certain products and requires assistance in the development and manufacture of product;
CONSULTING AGREEMENT BETWEEN XORTX Therapeutics Inc AND Haworth Biopharmaceutical Consulting Services Inc. MADE AS OF July 1, 2021Consulting Agreement • July 21st, 2021 • XORTX Therapeutics Inc. • Pharmaceutical preparations • Ontario
THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements contained herein, the parties hereto agree as follows:
AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • May 10th, 2024 • XORTX Therapeutics Inc. • Pharmaceutical preparations • California
This Consulting Agreement (together with the attached Exhibit A (the “Business Terms Exhibit”), collectively this “Agreement”, is made as of May 1, 2024 (the “Effective Date”) by and between XORTX Therapeutics Inc., a corporation incorporated in British Columbia and located at 3710, 33rd Street, N.W. Calgary, Alberta T2L 2M1 Canada (“Company”), and Stacy Evans, M.D., M.B.A. with an address of 2700 San Pablo Avenue, Suite 309, Berkeley, California 94702 USA (“Consultant”).
CONSULTING AGREEMENTConsulting Agreement • May 10th, 2024 • XORTX Therapeutics Inc. • Pharmaceutical preparations • Ontario
1282803 Ontario Inc., a company incorporated under the laws of the Province of Ontario, Canada, located at 1228 Journeys End Trail, Haliburton, ON, K0M 1S0 (hereinafter called the “Contractor”)
ContractPatent Rights Purchase Agreement • August 12th, 2021 • XORTX Therapeutics Inc. • Pharmaceutical preparations • Alberta
[ REDACTED ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.”
GLOBAL MASTER SERVICES AGREEMENTGlobal Master Services Agreement • May 3rd, 2022 • XORTX Therapeutics Inc. • Pharmaceutical preparations • Alberta
THIS GLOBAL MASTER SERVICES AGREEMENT is made on the date of the last signature (the “Effective Date”) by and between ALTASCIENCES COMPANY INC. (“CRO”) having its principal place of business at 575, boul. Armand-Frappier, Laval, Quebec, Canada, H7V 4B3, and its Affiliates, and XORTX Therapeutics Inc. (“Sponsor”), having its principal place of business at c/o Suite 4000, 421 – 7th Avenue, Calgary, T29 4K9 (each a “Party,” and collectively, the “Parties”).
STRICTLY CONFIDENTIALXORTX Therapeutics Inc. • May 26th, 2021 • Pharmaceutical preparations • New York
This letter (this “Agreement”) constitutes the agreement between XORTX Therapeutics, Inc. (the “Company”) and David Sans, Ph.D. (“Consultant”), that Consultant shall serve as the exclusive advisor for the purpose of establishing collaborations or clinical trials to study the effect of XORTX’s products, the Company’s small molecules (the “Product”), in patients across various clinical indications (the “Services”.)
CONSULTING AMENDING AGREEMENTConsulting Amending Agreement • May 3rd, 2022 • XORTX Therapeutics Inc. • Pharmaceutical preparations
THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements contained herein, the parties hereto agree as follows:
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • May 3rd, 2022 • XORTX Therapeutics Inc. • Pharmaceutical preparations • Alberta
XORTX THERAPEUTICS INC., a corporation incorporated under the laws of the province of British Columbia and having its head office at 4000, 421 – 7th Avenue SW, Calgary, Alberta, Canada T2P 4K9 (hereinafter referred to as the “Company”)
October 7, 2022 XORTX Therapeutics, Inc.Letter Agreement • October 7th, 2022 • XORTX Therapeutics Inc. • Pharmaceutical preparations • New York
CONSULTING AGREEMENTConsulting Agreement • April 28th, 2023 • XORTX Therapeutics Inc. • Pharmaceutical preparations • California
This Consulting Agreement (together with the attached Exhibit A (the "Business Terms Exhibit"), collectively this "Agreement", is made as of September 1, 2022 (the "Effective Date") by and between XORTX Therapeutics Inc., a corporation incorporated in British Columbia and located at 3710, 33rd Street, N.W. Calgary, Alberta T2L 2M1 Canada ("Company"), and Stacy Evans, M.D., M.B.A. with an address of *** USA ("Consultant").
Re: Side Letter to Master Services and Technology AgreementXORTX Therapeutics Inc. • May 26th, 2021 • Pharmaceutical preparations
Reference is made to the Master Services and Technology Agreement by and between Prevail InfoWorks, Inc. ("InfoWorks") and XORTX Therapeutics, Inc. ("XORTX"), dated as of the date hereof (the "Agreement"). The purpose of this side letter agreement (this "Side Letter") is to memorialize and confim1 InfoWorks' , XORTX ' s and Prevail Partners LLC' s ("Partners") understanding with respect to the payment of the Contract Signature Payments under the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.
CONSULTING AGREEMENTConsulting Agreement • September 16th, 2021 • XORTX Therapeutics Inc. • Pharmaceutical preparations • Alberta
This Consulting Agreement (“Agreement”) is entered into as of March 1, 2018 (the “Effective Date”) between XORTX Therapeutics Inc., a Ontario incorporated company (“XORTX”) and W.B. Rowlands & Co.Ltd. (the “Consultant”).
SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • May 3rd, 2022 • XORTX Therapeutics Inc. • Pharmaceutical preparations • Colorado
This SPONSORED RESEARCH AGREEMENT (“Agreement”) is effective this 27 day of May, 2021 (the “Effective Date”) and made by and between XORTX Therapeutics Inc. (“Sponsor”), having a principal place of business at Calgary, Alberta, Canada, and Regents of the University of Colorado, a body corporate, for and on behalf of the University of Colorado Denver, a public institution of higher education created under the Constitution and the law of the State of Colorado (“Institution”), having administrative offices at University of Colorado Denver, Office of Grants and Contracts, Mail Stop F428, Anschutz Medical Campus Bldg 500, W1124, 13001 E 17th Place, Aurora, CO 80045.
PATENT RIGHTS PURCHASE AGREEMENTPatent Rights Purchase Agreement • May 3rd, 2022 • XORTX Therapeutics Inc. • Pharmaceutical preparations • Alberta
NOW THEREFORE, in consideration of the premises and the mutual covenants, terms, conditions and agreements contained herein, and other good and valuable consideration, the sufficiency of which are hereby acknowledged by the Parties, the Parties agree as follows.
MASTER SERVICE AND TECHNOLOGY AGREEMENTMaster Service and Technology Agreement • May 26th, 2021 • XORTX Therapeutics Inc. • Pharmaceutical preparations
THIS AGREEMENT is made as of the 1st Day of November, 2021.Agreement • May 3rd, 2022 • XORTX Therapeutics Inc. • Pharmaceutical preparations • Alberta
XORTX Therapeutics Inc. a body corporate, incorporated under the laws of the Canada in the Province of Alberta and having an office in the city of Calgary, in the Province of Alberta, (hereinafter called the “CORPORATION”)
UNDERWRITING AGREEMENTUnderwriting Agreement • October 6th, 2022 • XORTX Therapeutics Inc. • Pharmaceutical preparations • New York
XORTX Therapeutics Inc., a company organized under the laws of British Columbia (the “Company”), proposes to issue and sell, severally and not jointly, to A.G.P./Alliance Global Partners (the “Representative”) and the other underwriters named on Schedule I hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) an aggregate of (i) 1,400,000 common share units (the “Common Share Units”), with each Common Share Unit consisting of (A) one common share (each a “Firm Share” and collectively the “Firm Shares”), no par value per share, of the Company (the “Shares”), and (B) one warrant to purchase one Share (each a “Firm Warrant” and collectively the “Firm Warrants”) and (ii) 3,600,000 pre-funded warrant units (the “Pre-Funded Warrant Units”), with each Pre-Funded Warrant Unit consisting of (A) one pre-funded warrant to purchase one Share (the “Pre-Funded Wa
INVESTIGATOR INITIATED-CLINICAL TRIAL AGREEMENTInvestigator Initiated-Clinical Trial Agreement • May 26th, 2021 • XORTX Therapeutics Inc. • Pharmaceutical preparations • New York
This Investigator-Initiated Clinical Trial Agreement ("Agreement") effective this 3rd day of August, 2020, (the "Effective Date") is by and between ICAHN SCHOOL OF MEDICINE AT MOUNT SINAI, a non-profit corporation, having its principal offices at One Gustave L. Levy Place, New York, NY 10029 ("INSTITUTION") and XORTXTherapeutics ("COMPANY"), a Canadian corporation, having its principal offices at Suite 4000, 421-7th Avenue Calgary, Alberta, Canada. INSTITUTION's faculty employee Steven Coca, M.D. ("PRINCIPAL INVESTIGATOR") shall be the Sponsor-Investigator under this Agreement, and shall conduct this Study as an employee of lnstitution and not as a party to this Agreement.
Combined Master Services AgreementCombined Master Services Agreement • May 3rd, 2022 • XORTX Therapeutics Inc. • Pharmaceutical preparations • Delaware
