FORM OF COMMON STOCK PURCHASE WARRANT AKERS BIOSCIENCES, INC.Akers Biosciences, Inc. • November 18th, 2020 • In vitro & in vivo diagnostic substances
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 ____________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Akers Biosciences, Inc., a New Jersey 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 5th, 2017 • Akers Biosciences Inc • In vitro & in vivo diagnostic substances
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 30, 2017, between Akers Biosciences, Inc., a New Jersey corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENT between AKERS BIOSCIENCES, INC. and JOSEPH GUNNAR & CO., LLC as Representative of the Several Underwriters AKERS BIOSCIENCES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 15th, 2017 • Akers Biosciences, Inc. • In vitro & in vivo diagnostic substances • New York
The undersigned, Akers Biosciences, Inc., a corporation formed under the laws of the State of New Jersey (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Akers Biosciences, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Joseph Gunnar & Co., 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 COMMON STOCK PURCHASE WARRANT Akers Biosciences, Inc.MyMD Pharmaceuticals, Inc. • March 31st, 2022 • In vitro & in vivo diagnostic substances • New York
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 December 5, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Akers Biosciences, Inc., a New Jersey 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). This Warrant is being issued pursuant to that certain engagement letter, by and between H.C. Wainwright & Co., LLC and the Company, dated as of September 6, 2019.
AKERS BIOSCIENCES, INC. FORM OF COMMON STOCK PURCHASE WARRANTAkers Biosciences, Inc. • October 31st, 2018 • In vitro & in vivo diagnostic substances
THIS COMMON STOCK PURCHASE WARRANT (this “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 Akers Biosciences, Inc., a New Jersey 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 13th, 2020 • Akers Biosciences, Inc. • In vitro & in vivo diagnostic substances • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 11, 2020, between Akers Biosciences, Inc., a New Jersey corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Securities Purchase AgreementSecurities Purchase Agreement • February 21st, 2023 • MyMD Pharmaceuticals, Inc. • In vitro & in vivo diagnostic substances • New York
This Securities Purchase Agreement (the “Agreement”), dated as of ________________, 2023, is by and among MyMD Pharmaceuticals, Inc., a New Jersey corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
FORM OF PLACEMENT AGENT WARRANT]Akers Biosciences Inc • April 5th, 2017 • In vitro & in vivo diagnostic substances
THIS WARRANT TO PURCHASE COMMON STOCK (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 ___________, 20173 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the commencement of sales of the Offering (the “Termination Date”) but not thereafter, to subscribe for and purchase from Akers Biosciences, Inc., a New Jersey corporation (the “Company”), up to ______ shares4 of Common Stock, no par value (“Common Stock”), of the Company, 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).
AKERS BIOSCIENCES, INC. FORM OF COMMON STOCK PURCHASE WARRANTAkers Biosciences Inc • January 10th, 2017 • In vitro & in vivo diagnostic substances
THIS COMMON STOCK PURCHASE WARRANT (this “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 Akers Biosciences, Inc., a New Jersey 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).
STRICTLY CONFIDENTIAL Akers Biosciences, Inc.Letter Agreement • August 13th, 2020 • Akers Biosciences, Inc. • In vitro & in vivo diagnostic substances • 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 HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL,...Akers Biosciences, Inc. • December 14th, 2017 • In vitro & in vivo diagnostic substances • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • November 12th, 2020 • Akers Biosciences, Inc. • In vitro & in vivo diagnostic substances • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 11, 2020, between Akers Biosciences, Inc., a New Jersey corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AKERS BIOSCIENCES, INC. and , as Trustee FORM OF INDENTURE Dated as of ,Akers Biosciences, Inc. • November 1st, 2019 • In vitro & in vivo diagnostic substances • New York
INDENTURE, dated as of , , by and between Akers Biosciences, Inc., a New Jersey corporation, as Issuer (the “Company”) and , a organized under the laws of , as Trustee (the “Trustee”).
UNDERWRITING AGREEMENT between AKERS BIOSCIENCES, INC. and JOSEPH GUNNAR & CO., LLC as Representative of the Several Underwriters AKERS BIOSCIENCES, INC.Underwriting Agreement • December 19th, 2017 • Akers Biosciences, Inc. • In vitro & in vivo diagnostic substances • New York
The undersigned, Akers Biosciences, Inc., a corporation formed under the laws of the State of New Jersey (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Akers Biosciences, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Joseph Gunnar & Co., 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:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 29th, 2019 • Akers Biosciences, Inc. • In vitro & in vivo diagnostic substances • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [__, 2019, between Akers Biosciences, Inc., a New Jersey corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
FORM OF NONQUALIFIED STOCK OPTION AGREEMENT MYMD PHARMACEUTICALS, INC.Nonqualified Stock Option Agreement • April 22nd, 2021 • MyMD Pharmaceuticals, Inc. • In vitro & in vivo diagnostic substances • New Jersey
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 5th, 2017 • Akers Biosciences Inc • In vitro & in vivo diagnostic substances • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 30, 2017, between Akers Biosciences, Inc., a New Jersey corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
AKERS BIOSCIENCES, INC. NON-QUALIFIED STOCK OPTION AGREEMENT EMPLOYEENon-Qualified Stock Option Agreement • December 6th, 2013 • Akers Biosciences Inc • In vitro & in vivo diagnostic substances
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) entered into as of the ____ day of ______, 201__ by and between Akers Biosciences, Inc. (the “Company”) and _____________ (the “Optionee”).
FORM OF INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • April 22nd, 2021 • MyMD Pharmaceuticals, Inc. • In vitro & in vivo diagnostic substances
SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE WARRANT Akers Biosciences, Inc.Akers Biosciences, Inc. • November 29th, 2019 • In vitro & in vivo diagnostic substances • New York
THIS SERIES A CONVERTIBLE PREFERRED 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 the five (5) year anniversary of the date (the “Charter Amendment Date”) on which the Company (as defined below) publicly announces through the filing of a Current Report on Form 8-K that the amendment to the Company’s certificate of incorporation to sufficiently increase the Company’s authorized shares of Common Stock to cover the conversion of all then-outstanding shares of Preferred Stock into Common Stock has been filed with the Secretary of State of the State of New Jersey (the “Termination Date”)1 but not thereafter, to subscribe for and purchase from Akers Biosciences, Inc., a New Jerse
VOTING AGREEMENTVoting Agreement • November 12th, 2020 • Akers Biosciences, Inc. • In vitro & in vivo diagnostic substances • New York
This VOTING AGREEMENT (this “Agreement”) is entered into as of November 11, 2020, between MyMD Pharmaceuticals. Inc., a Florida corporation (“Company”) and the undersigned (the “Stockholder”).
WARRANT EXERCISE AGREEMENTWarrant Exercise Agreement • October 13th, 2017 • Akers Biosciences, Inc. • In vitro & in vivo diagnostic substances
This Warrant Exercise Agreement (this “Agreement”), dated as of October 12, 2017, is by and between Akers Biosciences, Inc., a New Jersey corporation (the “Company”), and the undersigned holder (the “Holder”) of warrants to purchase shares of the Company’s common stock, no par value (the “Common Stock”).
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • December 6th, 2013 • Akers Biosciences Inc • In vitro & in vivo diagnostic substances • New York
This Incentive Stock Option Agreement (“Agreement”) is made and entered into as of the date set forth below, by and between Akers Biosciences, Inc., a New Jersey corporation (the “Company”), and the employee of the Company named in Section 1(b). (“Optionee”):
AKERS BIOSCIENCES, INC. and VSTOCK TRANSFER, LLC Rights Agent Rights Agreement Dated as of September 9, 2020Rights Agreement • September 9th, 2020 • Akers Biosciences, Inc. • In vitro & in vivo diagnostic substances • New Jersey
RIGHTS AGREEMENT, dated as of September 9, 2020, between AKERS BIOSCIENCES, INC., a New Jersey corporation (the “Company”), and VSTOCK TRANSFER, LLC (the “Rights Agent”).
AKERS BIOSCIENCES, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • December 6th, 2013 • Akers Biosciences Inc • In vitro & in vivo diagnostic substances
THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into as of the ____ day of __________, 20__ (the “Effective Date”) by and between Akers Biosciences, Inc., a New Jersey corporation (the “Company”), having an address at 201 Grove Road, Thorofare, New Jersey 08086 and __________________ (“Grantee”), having an address at _________________________________________.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 24th, 2020 • Akers Biosciences, Inc. • In vitro & in vivo diagnostic substances • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 23, 2020 (the “Execution Date”), is entered into by and between Akers Biosciences, Inc., a New Jersey corporation (the “Company”), and the undersigned members (each, individually, a “Seller,” and collectively, “Sellers”) of Cystron Biotech, LLC, a Delaware limited liability company (“Cystron”), identified on the signature pages to that certain Membership Interest Purchase Agreement, by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.
Employment AgreementEmployment Agreement • May 18th, 2021 • MyMD Pharmaceuticals, Inc. • In vitro & in vivo diagnostic substances • Florida
This Employment Agreement is entered into effective as of November 1, 2020 (the “Effective Date”) by and between MYMD Pharmaceuticals. Inc. (the “Company”) and Chris Chapman, MD (“Employee”).
SHAREHOLDER VOTING AGREEMENTShareholder Voting Agreement • March 24th, 2020 • Akers Biosciences, Inc. • In vitro & in vivo diagnostic substances • New York
THIS SHAREHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of March 23, 2020, by and among Akers Biosciences, Inc. (the “Company”) and each of the undersigned Stockholders of the Company (the “Stockholders”).
Akers Biosciences, Inc.Licence and Supply Agreement • August 7th, 2013 • Akers Biosciences Inc
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • March 19th, 2021 • Akers Biosciences, Inc. • In vitro & in vivo diagnostic substances • New York
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Amendment”) is made as of March 16, 2020, by and among Akers Biosciences, Inc., a New Jersey corporation (“Parent”), XYZ Merger Sub Inc., a Florida corporation (“Merger Sub”), and MYMD Pharmaceuticals, Inc., a Florida corporation (“Company”). Parent, Merger Sub and Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement (defined below).
First Amendment to Employment AgreementFirst Amendment • May 18th, 2021 • MyMD Pharmaceuticals, Inc. • In vitro & in vivo diagnostic substances
WHEREAS, MYMD Pharmaceuticals. Inc (the “Company”) and Adam Kaplin, M.D. (“Employee”) (collectively “the Parties”) entered into an Employment Agreement dated December 18, 2020 (“Agreement”); and
LEAK-OUT AND SUPPORT AGREEMENTLeak-Out and Support Agreement • August 10th, 2020 • Akers Biosciences, Inc. • In vitro & in vivo diagnostic substances • New York
THIS LEAK-OUT AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 3, 2020, by and among Akers Biosciences, Inc. (the “Company”) and ChubeWorkx Guernsey Limited (the “Stockholder”).
SECURED PROMISSORY NOTE (Grid Attached)Akers Biosciences, Inc. • November 12th, 2020 • In vitro & in vivo diagnostic substances • New York
FOR VALUE RECEIVED AND IN CONSIDERATION OF ANY ADVANCE OR ADVANCES (INIDIVIDUALLY AN “ADVANCE” AND COLLECTIVELY, THE “ADVANCES”), and subject to the terms and conditions set forth herein, MYMD PHARMACEUTICALS, INC., a Florida corporation (“Borrower”), hereby unconditionally promises to pay to AKERS BIOSCIENCES, INC., a New Jersey corporation, or its assigns (“Noteholder”, and together with Borrower, the “Parties”), the principal amount the principal amount of the Advances on the Maturity Date (as defined below) together with all accrued interest thereon, as provided in this Secured Promissory Note (this “Note”). The aggregate amount of all Advances made under this Note shall not exceed $3,000,000 (the “Facility Limit”)
AMENDED & RESTATED CONFIRMATORY PATENT ASSIGNMENT AND ROYALTY AGREEMENTConfirmatory Patent Assignment and Royalty Agreement • May 18th, 2021 • MyMD Pharmaceuticals, Inc. • In vitro & in vivo diagnostic substances • Florida
THIS AMENDED & RESTATED CONFIRMATORY PATENT ASSIGNMENT AND ROYALTY AGREEMENT (this “Agreement”) is entered into as of November 11, 2020 (the “Effective Date”), by and between SRQ PATENT HOLDINGS II, LLC, a Florida limited liability company (“Assignor”), located at 324 South Hyde Park Ave Suite 350 Tampa FL 33606, SUPERA PHARMACEUTICALS, INC., a Florida corporation, (“Assignee”), located at 324 S. Hyde Park Avenue, Suite 350, Tampa FL 33606, and Jonnie R. Williams, Sr., an individual (“Inventor”) to amend, restate and replace that certain Confirmatory Patent and Assignment Agreement among the parties originally entered into effective as of November 3, 2020. Assignor, Assignee, and Inventor are herein referred to collectively as the “Parties”.
Agreement and Plan of Merger Between MyMD Pharmaceuticals, Inc., a New Jersey Corporation and MyMD Pharmaceuticals, Inc., a Delaware CorporationAgreement and Plan of Merger • March 7th, 2024 • MyMD Pharmaceuticals, Inc. • In vitro & in vivo diagnostic substances • Delaware
This Agreement and Plan of Merger (the “Agreement”), dated as of March 4, 2024, is made by and between MyMD Pharmaceuticals, Inc., a New Jersey corporation (the “Company”), and MyMD Pharmaceuticals, Inc. (d/b/a MyMD Sub, Inc.), a Delaware corporation and a wholly owned subsidiary of the Company (“Newco”).
