INOTEK PHARMACEUTICALS CORPORATION AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of February [ ], 2015 [ . ]% Convertible Senior Notes due 2020Indenture • February 17th, 2015 • Inotek Pharmaceuticals Corp • Pharmaceutical preparations • New York
INDENTURE dated as of February [ ], 2015 between INOTEK PHARMACEUTICALS CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 4th, 2022 • Rocket Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
ROCKET PHARMACEUTICALS, INC. $200,000,000 SHARES COMMON STOCK SALES AGREEMENTSales Agreement • March 1st, 2022 • Rocket Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Rocket Pharmaceuticals, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
INOTEK PHARMACEUTICALS CORPORATION AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of February 23, 2015 5.0% Convertible Senior Notes due 2020Inotek Pharmaceuticals Corp • February 26th, 2015 • Pharmaceutical preparations • New York
INDENTURE dated as of February 23, 2015 between INOTEK PHARMACEUTICALS CORPORATION, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
ASSIGNMENT, ASSUMPTION AND AMENDED & RESTATED WARRANT AGREEMENTWarrant Agreement • February 24th, 2023 • Rocket Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDED & RESTATED WARRANT AGREEMENT (this “Agreement”), dated January 16, 2023 and effective as of December 1, 2022 (the “Effective Date”), is by and among Rocket Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Zebrafish Merger Sub II, LLC, a Delaware limited liability company (“Merger Sub II”), as successor to Renovacor, Inc., a Delaware corporation (“Renovacor”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
ContractInotek Pharmaceuticals Corp • March 31st, 2015 • Pharmaceutical preparations • Delaware
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.
ROCKET PHARMACEUTICALS, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • January 5th, 2018 • Rocket Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is made as of by and between Rocket Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
Inotek Pharmaceuticals Corporation [ ]% Convertible Senior Notes Due 2020 UNDERWRITING AGREEMENTUnderwriting Agreement • January 22nd, 2015 • Inotek Pharmaceuticals Corp • Pharmaceutical preparations • New York
ROCKET PHARMACEUTICALS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTForm of Director Indemnification Agreement • January 5th, 2018 • Rocket Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is made as of by and between Rocket Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
ROCKET PHARMACEUTICALS, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of February 20, 2020 to Indenture for Senior Debt Securities Dated as of August 5, 2016 6.25% Convertible Senior Notes due 2022Supplemental Indenture • February 20th, 2020 • Rocket Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
SECOND SUPPLEMENTAL INDENTURE dated as of February 20, 2020 (this “Supplemental Indenture”), between ROCKET PHARMACEUTICALS, INC. (f/k/a Inotek Pharmaceuticals Corporation), a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01), supplementing the Indenture for Senior Debt Securities dated as of August 5, 2016, between the Issuer and the Trustee (the “Base Indenture” and the Base Indenture, as amended and supplemented by this Supplemental Indenture, and as it may be further amended or supplemented from time to time with respect to the Notes, the “Indenture”).
VOTING AGREEMENTVoting Agreement • September 20th, 2022 • Rocket Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of September __, 2022, by and between Rocket Pharmaceuticals, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of Renovacor, Inc., a Delaware corporation (the “Company”).
NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE CONSULTANTS UNDER ROCKET PHARMACEUTICALS, INC. AMENDED AND RESTATED 2014 STOCK OPTION AND INCENTIVE PLANNon-Qualified Stock Option Agreement • August 14th, 2018 • Rocket Pharmaceuticals, Inc. • Pharmaceutical preparations
Option Exercise Price per Share: [Exercise price per share equal to the Fair Market Value of a share of common stock RCKT, determined by the last reported sale price of a share of RCKT’s common stock as reported on the NASDAQ Global Market as of the Grant Date]
VENTURE LOAN AND SECURITY AGREEMENTVenture Loan and Security Agreement • November 5th, 2014 • Inotek Pharmaceuticals Corp • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER by and among ROCKET PHARMACEUTICALS, INC., ZEBRAFISH MERGER SUB, INC., ZEBRAFISH MERGER SUB II, LLC, and RENOVACOR, INC. dated as of September 19, 2022Agreement and Plan of Merger • September 20th, 2022 • Rocket Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of September 19, 2022 (the “Agreement Date”), by and among Rocket Pharmaceuticals, Inc., a Delaware corporation (“Parent”), Zebrafish Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub I”), Zebrafish Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Parent (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”) and Renovacor, Inc., a Delaware corporation (the “Company”).
LEASE AGREEMENTLease Agreement • March 7th, 2018 • Rocket Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS LEASE AGREEMENT is made as of this 31st day of March, 2016, between ARE-East River Science Park, LLC, a Delaware limited liability company (“Landlord”), and Rocket Pharmaceuticals, Ltd., a Cayman Islands corporation (“Tenant”).
LEASE Landlord: Farley White Kilnbrook Three, LLC Tenant: Inotek Pharmaceuticals Corporation Date of Lease: May 11th, 2012Lease • November 5th, 2014 • Inotek Pharmaceuticals Corp • Pharmaceutical preparations
Inotek Pharmaceuticals Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • August 3rd, 2016 • Inotek Pharmaceuticals Corp • Pharmaceutical preparations • New York
INCENTIVE STOCK OPTION AGREEMENT FOR EMPLOYEES UNDER ROCKET PHARMACEUTICALS, INC. AMENDED AND RESTATED 2014 STOCK OPTION AND INCENTIVE PLANIncentive Stock Option Agreement • August 14th, 2018 • Rocket Pharmaceuticals, Inc. • Pharmaceutical preparations
Option Exercise Price per Share: [Exercise price per share equal to the Fair Market Value of a share of common stock RCKT, determined by the last reported sale price of a share of RCKT’s common stock as reported on the NASDAQ Global Market as of the Grant Date]
September 12, 2017 Rudolf A. Baumgartner Re: Amendment to Offer Letter Dear Rudy:Inotek Pharmaceuticals Corp • September 13th, 2017 • Pharmaceutical preparations
This letter hereby amends the offer letter dated as of May 2, 2007, as amended on December 23, 2008, October 9, 2009, and August 7, 2017 (the “Offer Letter”), by and between Inotek Pharmaceuticals Corporation (the “Company”) and you as set forth below.
ROCKET PHARMACEUTICALS, INC. SECOND AMENDED AND RESTATED 2014 STOCK OPTION AND INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 6th, 2020 • Rocket Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Unless otherwise defined herein, the terms defined in the Rocket Pharmaceuticals, Inc. Second Amended and Restated 2014 Stock Option and Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).
Form of Exchange AgreementExchange Agreement • February 11th, 2020 • Rocket Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
The undersigned (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Annex A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Old Notes (as defined below) hereunder, an “Investor”) enters into this exchange agreement (the “Exchange Agreement”) with Rocket Pharmaceuticals, Inc., a Delaware corporation (the “Company”), whereby the Investor will exchange (the “Exchange”) the Company’s outstanding 5.75% Convertible Senior Notes due 2021 (CUSIP 45780VAB8 and ISIN US45780VAB80) (the “Old Notes”), issued pursuant to that certain Indenture, dated as of August 5, 2016 (the “Base Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Old Notes Trustee”), as supplemented by the First Supplemental Indenture, dated as of August 5, 2016 (the “First Supplemental Indenture,” and, together with the Base Indenture, the “Old Notes Indentur
Re: Employment AgreementEmployment Agreement • August 29th, 2014 • Inotek Pharmaceuticals Corp • Pharmaceutical preparations • Massachusetts
On behalf of Inotek Pharmaceuticals Corporation, a Delaware corporation (the “Company”), I am pleased to offer you the position of the Company’s President and Chief Executive Officer (“CEO”). The terms of your employment are set forth below.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 30th, 2021 • Rocket Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made as of August 27, 2021, by and between Rocket Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the persons listed on the attached Schedule A who are signatories to this Agreement (collectively, the “Investors”). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.
INOTEK PHARMACEUTICALS CORPORATION AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • August 29th, 2014 • Inotek Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
This Amendment No. 1 to the Third Amended and Restated Stockholders Agreement, dated as of June 11, 2010 (this “Amendment”), is entered into by and among Inotek Pharmaceuticals Corporation, a Delaware corporation (the “Company”), and the entities and individuals listed on the signature pages hereto. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Stockholders Agreement (as defined below).
ROCKET PHARMACEUTICALS, INC. CONSULTING AGREEMENTConsulting Agreement • August 5th, 2020 • Rocket Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Consulting Agreement (this “Agreement”) is entered into as of June 16, 2020 (the “Effective Date”) between Rocket Pharmaceuticals, Inc., a Delaware corporation, with an address as set forth on the signature page below (the “Company”), and Gotham Makker, M.D., an individual with an address as set forth on the signature page below (“Consultant”), each herein referred to individually as a “Party,” or collectively as the “Parties”). In consideration of the mutual promises contained herein, the Parties agree as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 30th, 2021 • Rocket Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 27, 2021 (the “Effective Date”) by and among Rocket Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of those persons listed as a Purchaser on the Schedule of Purchasers attached as Schedule I hereto (each, a “Purchaser” and together, the “Purchasers”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 11 hereof.
LEASE Landlord: Farley White Kilnbrook Three, LLC Tenant: Inotek Pharmaceuticals Corporation Date of Lease: May 11th, 2012Lease • March 31st, 2015 • Inotek Pharmaceuticals Corp • Pharmaceutical preparations
FORM OF SEVERANCE AND CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • March 8th, 2019 • Rocket Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Severance and Change in Control Agreement (the “Agreement”) is made and entered into as of [ ], by and between [ ] (“Employee”) and Rocket Pharmaceuticals, Inc., a Delaware Corporation (the “Company”).
AMENDMENT TO OFFER LETTEROffer Letter • August 8th, 2017 • Inotek Pharmaceuticals Corp • Pharmaceutical preparations • Massachusetts
This Amendment to the Offer Letter (this “Amendment”), effective as of August 7, 2017, is made by and between Inotek Pharmaceuticals Corporation, a Delaware corporation (the “Company”), and Rudolf A. Baumgartner, M.D. (“Executive”).
WARRANT TO PURCHASE SHARESWarrant • February 28th, 2022 • Rocket Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Warrant (this “Warrant”) is issued to Neptune Consulting, LLC (“Neptune”) by Rocket Pharmaceuticals, Inc., a Delaware corporation (the “Company”), as of December 17, 2021 (the “Effective Date”), in connection with the holder’s provision of consulting services to the Company pursuant to the consulting agreement, dated as of December 18, 2020 (the “Consulting Agreement”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: INOTEK PHARMACEUTICALS CORPORATION, a Delaware corporation; ROME MERGER SUB, a Cayman Islands exempted company; and ROCKET PHARMACEUTICALS, LTD., a Cayman Islands exempted company Dated as of...Voting Agreement • September 13th, 2017 • Inotek Pharmaceuticals Corp • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is entered into as of September 12, 2017, among INOTEK PHARMACEUTICALS CORPORATION, a Delaware corporation (“Parent”), ROME MERGER SUB, a Cayman Islands exempted company and wholly owned subsidiary of Parent (“Merger Sub”), and ROCKET PHARMACEUTICALS, LTD, a Cayman Islands exempted company (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AMENDMENT TO FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • February 20th, 2020 • Rocket Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
AMENDMENT TO FIRST SUPPLEMENTAL INDENTURE, dated as of February 18, 2020 (this “Amendment”), between Rocket Pharmaceuticals, Inc. (f/k/a Inotek Pharmaceuticals Corporation), a Delaware corporation (the “Company”), and Wilmington Trust, National Association, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).
September 1, 2017 Dale RitterInotek Pharmaceuticals Corp • September 1st, 2017 • Pharmaceutical preparations
FIRST AMENDMENT TO LEASEInotek Pharmaceuticals Corp • February 26th, 2016 • Pharmaceutical preparations
FIRST AMENDMENT TO LEASE dated as of this 24th day of February 2016 (the “Effective Date”) by and between 91 HARTWELL AVENUE TRUST (“Landlord”) and INOTEK PHARMACEUTICALS CORPORATION., a Delaware corporation (“Tenant”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 29th, 2018 • Rocket Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This subscription agreement (this “Subscription Agreement”) is made as of November 27, 2018, by and between the Investor identified on the signature pages hereto (“Investor”), and Rocket Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the parties hereto agree as follows:
