INDEMNIFICATION AGREEMENTIndemnification Agreement • August 14th, 2015 • Edge Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (the “Agreement”) is made as of [•], 2015 by and between Edge Therapeutics, Inc., a Delaware corporation (the “Company”), and [·] (the “Indemnitee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 14th, 2015 • Edge Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS LOAN AND SECURITY AGREEMENT is made and dated as of August 28, 2014 and is entered into by and between EDGE THERAPEUTICS, INC., a Delaware corporation (“Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”) and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent for itself and Lender (in such capacity, the “Agent”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 14th, 2015 • Edge Therapeutics, Inc. • Pharmaceutical preparations • New Jersey
This Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into as of August 12, 2015 (the “Effective Date”) by and between Edge Therapeutics, Inc., a Delaware corporation (the “Company”), and R. Loch Macdonald (“Executive”).
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS DENOTE SUCH OMISSIONS. LICENSE AGREEMENTLicense Agreement • August 14th, 2015 • Edge Therapeutics, Inc. • Pharmaceutical preparations • New Jersey
THIS LICENSE AGREEMENT (this “Agreement””), effective as of October 20, 2010 (the “Effective Date”), is entered into between SurModics Pharmaceuticals, Inc., a Delaware corporation (“SurModics”), having a place of business at 750 Lakeshore Parkway, Birmingham, Alabama 35211, U.S.A., and Edge Therapeutics, Inc. a Delaware corporation (“Edge”), having a place of business at 211 Warren Street, Newark, NJ 07103, with respect to the following facts:
ContractNotice of Exercise • August 14th, 2015 • Edge Therapeutics, Inc. • Pharmaceutical preparations • New Jersey
THIS WARRANT HAS NOT BEEN REG1STERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT’) OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING THIS WARRANT UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQU1RED.
ContractWarrant Agreement • August 14th, 2015 • Edge Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 14th, 2015 • Edge Therapeutics, Inc. • Pharmaceutical preparations
This Amendment No. 1 to Loan and Security Agreement (this “Amendment”) is dated as of January 23, 2015 (the “First Amendment Date”) and is entered into by and among EDGE THERAPEUTICS, INC., a Delaware corporation, and each of its subsidiaries (hereinafter collectively referred to as the “Borrower”), the several banks and other financial institutions or other entities from time to time party hereto (collectively, “Lender”) and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent for itself and Lender (“Agent”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement (as defined below).
INVESTORS’ RIGHTS AGREEMENT by and among Edge Therapeutics, Inc., Venrock Healthcare Capital Partners II, L.P., and the other Investors named herein April 6, 2015Investors’ Rights Agreement • August 14th, 2015 • Edge Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 6th day of April 2015, by and among Edge Therapeutics, Inc., a Delaware corporation (the “Company”), Venrock Healthcare Capital Partners II, L.P. (the “Lead Investor”) and each of the other investors listed on Schedule A hereto, each of which, together with the Lead Investor, is referred to in this Agreement as an “Investor” including any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
FIRST AMENDMENT TO WARRANT NO. 1Edge Therapeutics, Inc. • August 14th, 2015 • Pharmaceutical preparations
This First Amendment to Warrant No. 1 (“First Amendment”) is entered into as of the 9th day of October, 2013 by Edge Therapeutics, Inc. (“Company”) and the New Jersey Economic Development Authority (“Holder”), hereinafter, collectively referred to as “Parties”.
EDGE THERAPEUTICS, INC. SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 14th, 2015 • Edge Therapeutics, Inc. • Pharmaceutical preparations • New Jersey
This Second Amended and Restated Executive Employment Agreement (this “Agreement”) is entered into as of June 10, 2015 (the “Effective Date”) by and between Edge Therapeutics, Inc., a Delaware corporation (the “Company”), and Brian A. Leuthner (“Executive”).
