Series B COMMON STOCK PURCHASE WARRANT ZYVERSA THERAPEUTICS, INC.ZyVersa Therapeutics, Inc. • December 11th, 2023 • Pharmaceutical preparations
THIS Series B 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 or times on or after [December ______], 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the eighteen-month anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ZyVersa Therapeutics, Inc., a Delaware corporation (the “Company”), up to [●] shares of common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). 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).
INDEMNITY AGREEMENTIndemnity Agreement • December 23rd, 2021 • Larkspur Health Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 20, 2021, by and between LARKSPUR HEALTH ACQUISITION CORP., a Delaware corporation (the “Company”), and each of the undersigned persons (each, an “Indemnitee”).
7,500,000 Units LARKSPUR HEALTH ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • December 23rd, 2021 • Larkspur Health Acquisition Corp. • Blank checks • New York
Larkspur Health Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with A.G.P./Alliance Global Partners (the “Representative”) and with the other underwriters named on Schedule A hereto, for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”), and with The Benchmark Company, LLC acting as the qualified independent underwriter (the “QIU”), as follows:
WARRANT AGREEMENTWarrant Agreement • December 23rd, 2021 • Larkspur Health Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”) is made as of December 20, 2021 between Larkspur Health Acquisition Corp., a Delaware corporation, with offices at 100 Somerset Corporate Blvd., 2nd Floor, Bridgewater, New Jersey 08807 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 23rd, 2021 • Larkspur Health Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 20, 2021, by and between Larkspur Health Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 13th, 2022 • ZyVersa Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of _____, 2022 by and between ZyVersa Therapeutics, Inc., a Delaware corporation (the “Company”), and _____ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2021 • Larkspur Health Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 20, 2021, is made and entered into by and among Larkspur Health Acquisition Corp., a Delaware corporation (the “Company”), Larkspur Health LLC, a Delaware limited liability company (“Larkspur”), certain additional sponsor investors (the “Additional Sponsor Investors,” and together with Larkspur, the “Sponsors”), A.G.P./Alliance Global Partners (“the “Representative,” and together with the Sponsors and any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 11th, 2023 • ZyVersa Therapeutics, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of December 6, 2023, between ZyVersa Therapeutics, Inc., a Delaware 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 • December 13th, 2022 • ZyVersa Therapeutics, Inc. • Pharmaceutical preparations
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 12, 2022, is by and among Larkspur Health Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned Purchasers (each, a “Purchaser,” and collectively, the “Purchasers”).
Attn: Chief Executive Officer ZyVersa Therapeutics, Inc.ZyVersa Therapeutics, Inc. • December 11th, 2023 • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE WARRANT LARKSPUR HEALTH ACQUISITION CORP.ZyVersa Therapeutics, Inc. • December 13th, 2022 • Pharmaceutical preparations
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 December 12, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Larkspur Health Acquisition Corp., a Delaware corporation (the “Company”), up to [______]1 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).
New York, NY 10022 December 20, 2021Larkspur Health Acquisition Corp. • December 23rd, 2021 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Larkspur Health Acquisition Corp., a Delaware corporation (“Company”), has requested A.G.P./Alliance Global Partners (the “Advisor”) to assist it in connection with the Company’s initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-256056), as amended, filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • September 17th, 2021 • Larkspur Health Acquisition Corp. • Blank checks • New York
This Unit Subscription Agreement (this “Agreement”) is made as of [_], 2021 between Larkspur Health Acquisition Corp., a Delaware corporation (the “Company”), and Larkspur Health LLC, a Delaware limited liability company (the “Subscriber”).
Larkspur Health Acquisition Corp. Bridgewater, NJ 08807Letter Agreement • September 17th, 2021 • Larkspur Health Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Larkspur Health Acquisition Corp., a Delaware corporation (the “Company”), and A.G.P./Alliance Global Partners, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 7,500,000 of the Company’s units (including up to 1,125,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant (the “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 27th, 2023 • ZyVersa Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective as of January 26, 2023 (the “Effective Date”), by and between Pablo Guzman, M.D. (“Executive”) and ZyVersa Therapeutics Inc., a Florida corporation (the “Company”). Each of the Company and Executive is a “Party” and, collectively, they are the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 13th, 2022 • ZyVersa Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 20, 20221, between Larkspur Health Acquisition Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
December 20, 2021Letter Agreement • December 23rd, 2021 • Larkspur Health Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Larkspur Health Acquisition Corp., a Delaware corporation (the “Company”), and A.G.P./Alliance Global Partners, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 7,500,000 of the Company’s units (including up to 1,125,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and three-fourths of one redeemable warrant (the “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant
VARIANT PHARMACEUTICALS, INC. WARRANT CERTIFICATELarkspur Health Acquisition Corp. • September 27th, 2022 • Pharmaceutical preparations
This Warrant (the “Warrant”) is being issued pursuant to the Subscription Agreement, dated as of the date hereof (the “Subscription Agreement”), by and between the Company and L&F Research LLC, which was entered into in connection with the License Agreement, effective as of the Issuance Date set forth above, by and between the Company and L&F Research LLC (the “License Agreement”).
PRIVATE UNITS PURCHASE AGREEMENTPrivate Units Purchase Agreement • December 23rd, 2021 • Larkspur Health Acquisition Corp. • Blank checks • New York
This Private Units Purchase Agreement (this “Agreement”) is made as of December 20, 2021 between Larkspur Health Acquisition Corp., a Delaware corporation (the “Company”), and the individuals listed in Schedule I (each a “Subscriber” and collectively, the “Subscribers”).
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 27th, 2022 • Larkspur Health Acquisition Corp. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made and entered into effective September [●], 2022 between Larkspur Health Acquisition Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms not defined herein shall have the same meaning as set forth in the Securities Purchase Agreement (as defined below).
LOCK-UP AGREEMENTLock-Up Agreement • November 21st, 2023 • ZyVersa Therapeutics, Inc. • Pharmaceutical preparations
SUBSCRIPTION AGREEMENTSubscription Agreement • September 17th, 2021 • Larkspur Health Acquisition Corp. • Blank checks
The undersigned hereby subscribes for 9,584 shares of Class B common stock, par value $0.0001 per share (the “Shares”) of Larkspur Health Acquisition Corp, a Delaware corporation (the “Company”). In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $111 to the Company.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2022 • ZyVersa Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 12, 2022, is made and entered into by and among ZyVersa Therapeutics, Inc., a Delaware corporation (f/k/a Larkspur Health Acquisition Corp., the “Company”, and prior to the Merger (as defined below), the Company is referred to herein as the “SPAC”), certain investors listed on the signature pages hereto (such investors collectively with Larkspur Health LLC (the “Sponsor”), the “Initial Investors”), and the undersigned parties listed under Holders on the signature pages hereto (each such party, together with the Initial Investors and any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
NONQUALIFIED STOCK OPTION GRANT AGREEMENTNonqualified Stock Option Grant Agreement • September 27th, 2022 • Larkspur Health Acquisition Corp. • Pharmaceutical preparations • Delaware
This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Zyversa Therapeutics, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”).
AMENDMENT TO LICENSE AGREEMENT (AMENDMENT 1)License Agreement • September 27th, 2022 • Larkspur Health Acquisition Corp. • Pharmaceutical preparations
This is a first amendment (Amendment 1) to the December 15, 2015 License Agreement (the “License Agreement”) made by and between L&F Research LLC (“Licensor”), and Variant Pharmaceuticals, Inc. (“Licensee”). Each is a “Party” and collectively, the two are the “Parties.” Terms used herein but not defined herein have the meanings given them in the License Agreement.
ESCROW AGREEMENTEscrow Agreement • April 18th, 2023 • ZyVersa Therapeutics, Inc. • Pharmaceutical preparations • New York
This ESCROW AGREEMENT (this “Agreement”) made as of [●], 2023, by and among ZyVersa Therapeutics, Inc. (the “Issuer”), whose address and other information appears on the Information Sheet (as defined herein) attached to this Agreement, and Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, NY 10004 (the “Escrow Agent”).
PRIVATE UNITS PURCHASE AGREEMENTPrivate Units Purchase Agreement • December 23rd, 2021 • Larkspur Health Acquisition Corp. • Blank checks • New York
This Private Units Purchase Agreement (this “Agreement”) is made as of December 20, 2021 between Larkspur Health Acquisition Corp., a Delaware corporation (the “Company”), and Larkspur Health LLC, a Delaware limited liability company (the “Subscriber”).
INCENTIVE STOCK OPTION GRANT AGREEMENT ZYVERSA THERAPEUTICS, INC.Incentive Stock Option Grant Agreement • September 27th, 2022 • Larkspur Health Acquisition Corp. • Pharmaceutical preparations • Delaware
This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Zyversa Therapeutics, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 17th, 2021 • Larkspur Health Acquisition Corp. • Blank checks
The undersigned hereby subscribes for 632,500 shares of Class B common stock, par value $0.0001 per share (the “Shares”) of Larkspur Health Acquisition Corp, a Delaware corporation (the “Company”). In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $7,333 to the Company.
LICENSE AGREEMENTLicense Agreement • September 27th, 2022 • Larkspur Health Acquisition Corp. • Pharmaceutical preparations • Florida
THIS LICENSE AGREEMENT (“Agreement”), effective as of April 18, 2019 (the “Effective Date”) is made by and between, InflamaCORE, LLC, a Limited Liability Company organized and existing under the laws of the State of Florida and having an address at [***] (“LICENSOR’’), and VARIANT PHARMACEUTICALS, INC., a corporation organized and existing under the laws of the State of Delaware and having a business address at 2200 N. Commerce Parkway, Suite 208, Weston, Florida 33326 USA (“LICENSEE”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 17th, 2021 • Larkspur Health Acquisition Corp. • Blank checks
The undersigned hereby subscribes for 9,584 shares of Class B common stock, par value $0.0001 per share (the “Shares”) of Larkspur Health Acquisition Corp, a Delaware corporation (the “Company”). In consideration for the issue of the Shares, the undersigned hereby agrees and undertakes to pay $111 to the Company.
November 18, 2021Underwriting Agreement • December 7th, 2021 • Larkspur Health Acquisition Corp. • Blank checks • New York
September 11, 2021Underwriting Agreement • September 17th, 2021 • Larkspur Health Acquisition Corp. • Blank checks • New York
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • September 27th, 2022 • Larkspur Health Acquisition Corp. • Pharmaceutical preparations • Delaware
This Restricted Stock Unit Award Agreement (the “Agreement” or “Award Agreement”), dated as of the “Award Date” set forth in the attached Exhibit A, is entered into between Zyversa Therapeutics, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Awardee”).
ZYVERSA THERAPEUTICS, INC.Larkspur Health Acquisition Corp. • November 3rd, 2022 • Pharmaceutical preparations • New York
Reference is made to the Business Combination Agreement, dated as of July 20, 2022 (the “Agreement”) by and among Larkspur Health Acquisition Corp. (the “SPAC”), Larkspur Merger Sub, Inc. (“Merger Sub”), ZyVersa Therapeutics, Inc. (the “Company”) and the representative of the shareholders of the Company named therein (the “Securityholder Representative”). Capitalized terms used herein and not defined shall have the respective meanings ascribed to such terms under the Agreement.
