UNDERWRITING AGREEMENTUnderwriting Agreement • April 13th, 2023 • OS Therapies Inc • Pharmaceutical preparations • New York
The undersigned, OS Therapies Incorporated, a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with Boustead Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
PLACEMENT AGENT WARRANT November 2022 Offering Series A3 OS THERAPIES INC.OS Therapies Inc • March 31st, 2023 • Pharmaceutical preparations
This Placement Agent Warrant (the “Warrant”), certifies that for value received, Noble Capital Markets, Inc. (together with its successors and assigns and any transferee of this Warrant, and its successors and assigns, the (“Holder”), _______________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on following the date of conversion or commencement of sales of those certain Unsecured Convertible Promissory Note of is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on following the date of conversion or commencement of sales of those certain CONVERTIBLE NOTE PURCHASE AGREEMENT, UNSECURED CONVERTIBLE PROMISSORY NOTES pursuant to that certain CONVERTIBLE NOTE PURCHASE AGREEMENT, UNSECURED CONVERTIBLE PROMISSORY NOTES of November 15th, 2022 (the “Purchase Agreement”) pursuant to which this Warrant is being issued as of the con
ContractUnderwriting Agreement • April 13th, 2023 • OS Therapies 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 PROVIDED HEREIN AND IN THE UNDERWRITING AGREEMENT BETWEEN BOUSTEAD SECURITIES, LLC AND OS THERAPIES INCORPORATED, DATED AS OF [●] (THE “UNDERWRITING AGREEMENT”), 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 [●], 2023 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) BOUSTEAD SECURITIES, LLC OR A MEMBER OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY, INC. (“FINRA”) PARTICIPATING IN THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER OF SUCH OFFERING AS CONSIDERATION (THE “OFFERING”), OR (II) AN OFFICER, PARTNER, REGISTERED PERSON OR AFFILIATE OF BOUSTEAD SECURITIES, LLC, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, THE UNDERWRITING AGREEMENT, AND
ContractOS Therapies Inc • March 31st, 2023 • Pharmaceutical preparations • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO SAID ACT AND SUCH LAWS; OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER OR RESALE MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SAID ACT AND SUCH LAWS AND THE RECIPIENT OF SUCH TRANSFER OR SALE EXECUTES AN AGREEMENT WITH THE COMPANY OBLIGATING IT TO ABIDE BY COMPARABLE RESTRICTIONS ON TRANSFER AND RESALE.
AMENDED AND RESTATED DEVELOPMENT, LICENSE AND SUPPLY AGREEMENTDevelopment, License and Supply Agreement • March 31st, 2023 • OS Therapies Inc • Pharmaceutical preparations • New York
This Amended and Restated Development, License and Supply Agreement (this “Agreement”) is entered into as of November 13, 2020 (the “Amendment Effective Date”), by and between Advaxis, Inc., a corporation organized under the laws of the State of Delaware, having an address of 305 College Road East, Princeton, NJ 08540 (“Advaxis”), and OS Therapies Incorporated, a corporation organized under the laws of the State of Delaware, having an address of 104 Tech Park Drive Cambridge, MD 21613 (“OST”). Advaxis and OST are each a “party” and, collectively, the “parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2023 • OS Therapies Inc • Pharmaceutical preparations
AGREEMENT, dated as of February 21, 2023, between OS Therapies Incorporated, a Delaware corporation (the “Company”), and Paul Romness (the “Executive”).
CONSULTING AGREEMENTConsulting Agreement • March 31st, 2023 • OS Therapies Inc • Pharmaceutical preparations • Delaware
This Consulting Agreement (this “Agreement”) dated March 1, 2023, and as it may be amended from time to time, is entered into by and between OS Therapies, a Delaware Incorporation, with its principal place of business at 15825 Shady Grove Road, Suite 135 Rockville, Maryland 20850 (the “Company”), and Alan Musso of [***] (“Consultant”).
ContractOS Therapies Inc • March 31st, 2023 • Pharmaceutical preparations
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
OS THERAPIES INCORPORATED INDEMNIFICATION AGREEMENTTherapies Incorporated Indemnification Agreement • April 13th, 2023 • OS Therapies Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of _______________, 2023, and is between OS Therapies Incorporated, a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).
LICENSE AGREEMENTLicense Agreement • March 31st, 2023 • OS Therapies Inc • Pharmaceutical preparations • New York
This License Agreement (“Agreement”) is effective as of August 19, 2020 (“Effective Date”) and is entered into by and between OS Therapies Incorporated, a Delaware corporation (“Licensee”), and BlinkBio, Inc. , a Delaware corporation (“BlinkBio”). Licensee and BlinkBio may each be referred to herein individually as a “Party” and together as the “Parties.”
PLACEMENT AGENT WARRANT June 2021 Offering Series A2 OS THERAPIES INC.Convertible Note Purchase Agreement • March 31st, 2023 • OS Therapies Inc • Pharmaceutical preparations
This Placement Agent Warrant (the “Warrant”), certifies that for value received, Noble Capital Markets, Inc. (together with its successors and assigns and any transferee of this Warrant, and its successors and assigns, the (“Holder”), _______________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on following the date of conversion or commencement of sales of those certain Unsecured Convertible Promissory Note of is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on following the date of conversion or commencement of sales of those certain CONVERTIBLE NOTE PURCHASE AGREEMENT UNSECURED CONVERTIBLE PROMISSORY NOTES pursuant to that certain CONVERTIBLE NOTE PURCHASE AGREEMENT UNSECURED CONVERTIBLE PROMISSORY NOTES of June, 2021, (the “Purchase Agreement”) pursuant to which this Warrant is being issued as of the conversion da
FIRST AMENDMENT TO AMENDED AND RESTATED DEVELOPMENT, LICENSE AND SUPPLY AGREEMENTDevelopment, License and Supply Agreement • April 24th, 2023 • OS Therapies Inc • Pharmaceutical preparations
This First Amendment to the Amended and Restated Development, License and Supply Agreement (this “Amendment”) between OS Therapies Incorporated, a corporation organized under the laws of the State of Delaware, having an address of 104 Tech Park Drive Cambridge, MD 21613 (the “Company”) and Advaxis, Inc., a corporation organized under the laws of the State of Delaware, having an address of 305 College Road East, Princeton, NJ 08540 (“Advaxis”) is made on the date set forth above (the “Effective Date”).
