SERIES A COMMON STOCK PURCHASE WARRANT ohr pharmaceutical, inc.Ohr Pharmaceutical Inc • December 8th, 2016 • 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 the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ohr Pharmaceutical, Inc., a Delaware corporation (the “Company”), up to ______ 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).
AMONGAgreement and Plan of Merger • April 5th, 2007 • BBM Holdings, Inc. • Communications equipment, nec • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 30th, 2023 • NeuBase Therapeutics, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 28, 2023, by and between NeuBase Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER AMONG BROADBAND MARITIME INC., PRIME RESOURCE, INC. AND PRIME ACQUISITION, INC.Agreement and Plan of Merger • April 5th, 2007 • BBM Holdings, Inc. • Communications equipment, nec • Delaware
NeuBase Therapeutics, Inc. 8,000,000 Shares Common Stock ($0.0001 par value per share) UNDERWRITING AGREEMENTUnderwriting Agreement • April 22nd, 2021 • NeuBase Therapeutics, Inc. • Pharmaceutical preparations • New York
SERIES A-1 COMMON STOCK PURCHASE WARRANT NEUBASE THERAPEUTICS, INC.NeuBase Therapeutics, Inc. • October 18th, 2023 • Pharmaceutical preparations • New York
THIS SERIES A-1 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. 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 Closing (as defined below) (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 2, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NeuBase Therapeutics, Inc., a Delaware corporation (the “Company” as further defined below), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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). This Warrant is issued pursuant to that certain Exchange Agreement, dated as of October 17, 2023, by and between the Company and Holder (as may be amend
AGENCY AGREEMENT TABLE OF CONTENTSAgency Agreement • October 15th, 2002 • Prime Resource Inc • Insurance agents, brokers & service • Utah
PRE-FUNDED COMMON STOCK PURCHASE WARRANT NeuBase Therapeutics, Inc.NeuBase Therapeutics, Inc. • June 30th, 2023 • Pharmaceutical preparations
THIS PRE-FUNDED 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 set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from NeuBase Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).
NEUBASE THERAPEUTICS, INC., IssuerIndenture • April 1st, 2021 • NeuBase Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of , 20 , by and between NeuBase Therapeutics, Inc., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 30th, 2023 • NeuBase Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 28, 2023, between NeuBase 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”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AMONG BROADBAND MARITIME INC., PRIME RESOURCE, INC. AND PRIME ACQUISITION, INC.Agreement and Plan of Merger • February 13th, 2007 • Prime Resource Inc • Insurance agents, brokers & service • Delaware
PRE-FUNDED COMMON STOCK PURCHASE WARRANT NEUBASE THERAPEUTICS, INC.NeuBase Therapeutics, Inc. • June 30th, 2023 • Pharmaceutical preparations
THIS PRE-FUNDED 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 set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from NEUBASE THERAPEUTICS, INC., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).
Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made this 29th day of November, 1999 by and between ePCX.com, Inc. d/b/a Broadband Maritime, a New Hampshire business corporation with its principal offices located at 690 East 18th...Employment Agreement • April 5th, 2007 • BBM Holdings, Inc. • Communications equipment, nec • New York
Ohr Pharmaceutical, Inc. - 8-KLetter Agreement • December 8th, 2016 • Ohr Pharmaceutical Inc • Pharmaceutical preparations • New York
OPEN MARKET SALE AGREEMENTSMOpen Market Sale • August 27th, 2021 • NeuBase Therapeutics, Inc. • Pharmaceutical preparations • New York
NeuBase Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.0001 per share (the “Common Shares”), having an aggregate offering price of up to $50,000,000 on the terms set forth in this agreement (this “Agreement”).
PLACEMENT AGENCY AGREEMENT April 8, 2014Placement Agency Agreement • April 8th, 2014 • Ohr Pharmaceutical Inc • Pharmaceutical preparations • New York
Regence Life and Health Insurance Company Broker/Agent AgreementPrime Resource Inc • October 15th, 2002 • Insurance agents, brokers & service • Oregon
NEUBASE THERAPEUTICS, INC.Stock Option Agreement • August 16th, 2019 • NeuBase Therapeutics, Inc. • Pharmaceutical preparations • Delaware
Unless otherwise defined herein, the terms defined in the 2018 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
Employment Agreement This Employment Agreement (the "Agreement") is made by Prime Resource, Inc., ("the Company"), and Andrew Limpert, ("the Employee" or "Limpert"). Limpert and Prime Resource, Inc., will be referred to individually as a Party and...Employment Agreement • May 16th, 2002 • Prime Resource Inc • Utah
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT NeuBase Therapeutics, Inc.NeuBase Therapeutics, Inc. • June 30th, 2023 • Pharmaceutical preparations
THIS PLACEMENT AGENT 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 28, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NeuBase Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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).
Regence Life and Health Insurance Company Regence Life and Health Insurance Company Broker/Agent Agreement THIS AGREEMENT is entered into by and between Regence Life and Health Insurance Company (the "Company"), an Oregon corporation, and affiliate of...Agreement • January 30th, 2003 • Prime Resource Inc • Insurance agents, brokers & service • Oregon
3,703,704 Shares OHR PHARMACEUTICAL, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 6th, 2015 • Ohr Pharmaceutical Inc • Pharmaceutical preparations • New York
The Company represents and warrants to the several Underwriters, as of the date hereof and as of the Closing Date (as defined below), and agrees with the several Underwriters, that:
PRODUCER: ALTIUS: --------- -------Producer Agreement • January 30th, 2003 • Prime Resource Inc • Insurance agents, brokers & service
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG OHR PHARMACEUTICAL, INC. OHR ACQUISITION CORP. AND NEUBASE THERAPEUTICS, INC. Dated as of January 2, 2019Agreement and Plan of Merger and Reorganization • January 3rd, 2019 • Ohr Pharmaceutical Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, is made and entered into as of January 2, 2019 (this “Agreement”), by and among OHR PHARMACEUTICAL, INC., a Delaware corporation (“Parent”), OHR ACQUISITION CORP., a Delaware corporation (“Merger Sub”), and NeuBase Therapeutics, Inc., a Delaware corporation (“Company”). Parent, Merger Sub and Company are each a “Party” and referred to collectively herein as the “Parties.” Certain capitalized terms used in this Agreement are defined in Exhibit A.
EMPLOYMENT AGREEMENTEmployment Agreement • January 10th, 2014 • Ohr Pharmaceutical Inc • Pharmaceutical preparations • New York
This Employment Agreement is made and entered into effective as of January 8, 2014 (the “Effective Date”), by and between Ohr Pharmaceutical, Inc., a Delaware Corporation with a place of business at 489 5th avenue, 28th floor, New York, NY 10017 (the “Company”) and Irach B. Taraporewala of White Plains, NY (the “Employee”).
Void after _______, 2015 Warrant No. H-______Ohr Pharmaceutical Inc • January 13th, 2011 • Communications equipment, nec
This Warrant and any shares acquired upon the exercise of this Warrant have not been registered under the Securities Act of 1933. This Warrant and such shares may not be sold or transferred in the absence of such registration or an exemption therefrom under said Act. This Warrant and such shares may not be transferred except upon the conditions specified in this Warrant, and no transfer of this Warrant or such shares shall be valid or effective unless and until such conditions shall have been complied with.
BBM HOLDINGS, INC. AND COTTONWOOD STOCK TRANSFER WARRANT AGREEMENT Dated as of October 15, 2007Warrant Agreement • October 17th, 2007 • BBM Holdings, Inc. • Communications equipment, nec • New York
AGREEMENT, dated this 15th day of October, 2007, between BBM HOLDINGS, INC., a Utah corporation (the “Company”), and COTTONWOOD STOCK TRANSFER, as Warrant Agent (the “Warrant Agent”).
OHR PHARMACEUTICAL, INC. 20,250,032 Shares of Common Stock And 14,175,059 Warrants to Purchase One Share of Common Stock PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • April 6th, 2017 • Ohr Pharmaceutical Inc • Pharmaceutical preparations • New York
Ohr Pharmaceutical, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the purchasers (the “Offering”), pursuant to the terms and conditions of this Placement Agent Agreement (this “Agreement”) and the Securities Purchase Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”), entered into with the purchasers identified therein (each a “Purchaser” and collectively, the “Purchasers”) an aggregate of 20,250,032 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company and 14,175,059 warrants (the “Warrants”), each Warrant entitles the holder to purchase one share of Common Stock at an exercise price of $1.00 per share at any time prior to the expiration thereof the five year anniversary of issuance (the “Warrant Shares”). The Shares, the Warrants and the Warrant Shares are collectively referred to as the “Securities”. The Purchasers shall receive .7 of a Warrant for each Share purchased an
PURCHASE AGREEMENTPurchase Agreement • December 29th, 2022 • NeuBase Therapeutics, Inc. • Pharmaceutical preparations • Delaware
PURCHASE AGREEMENT (the “Agreement”), dated as of December 28, 2022, by and between NEUBASE THERAPEUTICS, INC., a Delaware corporation (the “Company”), and ALUMNI CAPITAL LP, a Delaware limited partnership (the “Investor”).
AGENT MARKETING AGREEMENT BETWEEN UNITED HEALTHCARE OF UTAH, UNITED HEALTH AND LIFE INSURANCE COMPANY ANDAgent Marketing Agreement • January 30th, 2003 • Prime Resource Inc • Insurance agents, brokers & service
Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made this 29th day of November, 1999 by and between ePCX.com, Inc. d/b/a Broadband Maritime, a New Hampshire business corporation with its principal offices located at 690 East 18th...Employment Agreement • April 5th, 2007 • BBM Holdings, Inc. • Communications equipment, nec • New York
OHR PHARMACEUTICAL, INC. UNIT SUBSCRIPTION AGREEMENT COMMON STOCK AND WARRANTSSubscription Agreement • December 20th, 2011 • Ohr Pharmaceutical Inc • Communications equipment, nec • New York
UNIT SUBSCRIPTION AGREEMENT (the “Agreement”) dated as of December __, 2011 between Ohr Pharmaceutical, Inc., a Delaware corporation (the “Company”), and the persons who execute this agreement as investors (each an “Investor” and, collectively, the “Investors”).
PROPRIETARY INFORMATION AND INVENTIONS AGREEMENTInformation and Inventions Agreement • December 14th, 2015 • Ohr Pharmaceutical Inc • Pharmaceutical preparations • New York
The following Agreement confirms certain terms of my employment with Ohr Pharmaceutical, Inc. (hereafter referred to as “the Company”), which is a material part of the consideration for my employment by the Company and the compensation received by me from the Company from time to time. The headings contained in this Agreement are for convenience only, have no legal significance, and are not intended to change or limit this Agreement in any matter whatsoever.
NEUBASE THERAPEUTICS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 12th, 2019 • Ohr Pharmaceutical Inc • Pharmaceutical preparations • Delaware
This Registration Rights Agreement (this “Agreement”) is made as of July 12, 2019, by and among NeuBase Therapeutics, Inc., a Delaware corporation (the “Company”), and the purchasers identified on Schedule A hereto (each, a “Purchaser” and collectively, the “Purchasers”) and such other Persons, if any, from time to time, that become a party hereto as holders of Registrable Securities (as defined below).
OHR PHARMACEUTICAL, INC. SUPPORT AGREEMENTSupport Agreement • January 3rd, 2019 • Ohr Pharmaceutical Inc • Pharmaceutical preparations • Delaware
THIS SUPPORT AGREEMENT (“Agreement”), dated as of January 2, 2019, is made by and among Ohr Pharmaceutical, Inc., a Delaware corporation (“Parent”), NeuBase Therapeutics, Inc., a Delaware corporation (the “Company”), and the undersigned holders (each, a “Stockholder”) of shares of capital stock of Parent or securities convertible or exercisable for shares of capital stock of Parent (the “Shares”).
