Healthcare Acquisition Corp Sample Contracts

HEALTHCARE ACQUISITION CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • June 10th, 2005 • Healthcare Acquisition Corp • Blank checks • New York

The undersigned, Healthcare Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you,” “Maxim” or the “Representative”) and with the other underwriters named on Schedule A hereto for which Maxim is acting as Representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 6th, 2005 • Healthcare Acquisition Corp • New York

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the ___ day of _________, 2005, by and among: HEALTHCARE ACQUISITION CORP., a Delaware corporation (the "Company"); and the undersigned parties listed under Investors on the signature page hereto (each, an "Investor" and collectively, the "Investors").

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3,369,564 Shares of Common Stock and Pre-Funded Warrants to Purchase 1,630,436 shares of Common Stock ALTIMMUNE, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • July 16th, 2020 • Altimmune, Inc. • Pharmaceutical preparations • New York
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INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 27th, 2009 • Pharmathene, Inc • Pharmaceutical preparations • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of _______________, 200__ between PharmAthene, Inc., a Delaware corporation (including its predecessors, successors and assigns, the “Company”), and ____________________ (“Indemnitee”).

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT WITH RESPECT TO THE OMITTED PORTIONS. OMITTED...
Healthcare Acquisition Corp • September 24th, 2007 • Blank checks
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Exhibit 1.1 HEALTHCARE ACQUISITION CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • July 12th, 2005 • Healthcare Acquisition Corp • Blank checks • New York
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COMMON STOCK PURCHASE WARRANT PHARMATHENE, INC.
Pharmathene, Inc • April 8th, 2010 • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 six-month anniversary of the Issue Date (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 PharmAthene, Inc., a Delaware corporation (the “Company”), up to ______ shares (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).

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COMMON STOCK PURCHASE WARRANT PHARMATHENE, INC.
Common Stock Purchase Warrant • July 20th, 2010 • Pharmathene, Inc • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (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 six-month anniversary of the Issue Date (the “Initial Exercise Date”) and on or prior to the close of business on the six-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from PharmAthene, Inc., a Delaware corporation (the “Company”), up to ______ shares (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).

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Exhibit 10.21 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT WITH RESPECT TO THE OMITTED...
Healthcare Acquisition Corp • September 24th, 2007 • Blank checks
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FORM OF SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 25th, 2018 • Altimmune, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 24, 2018, between Altimmune, 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”).

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PHARMATHENE, INC. Up to $15,000,000 of Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales Agreement
Sales Agreement • March 25th, 2013 • Pharmathene, Inc • Pharmaceutical preparations • New York

PharmAthene, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 20th, 2010 • Pharmathene, Inc • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July 20, 2010, between PharmAthene, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).

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WARRANT AGREEMENT
Warrant Agreement • June 10th, 2005 • Healthcare Acquisition Corp • Blank checks • New York

Agreement made as of ___________, 2005 between HEALTHCARE ACQUISITION CORP., a Delaware corporation, with offices at 2116 Financial Center, 666 Walnut Street, Des Moines, Iowa 50309 (the "Company"), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the "Warrant Agent").

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Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of ___________, 2005 by and between HEALTHCARE ACQUISITION CORP. (the "COMPANY") and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (the "TRUSTEE"). WHEREAS, the Company's...
Investment Management Trust Agreement • July 12th, 2005 • Healthcare Acquisition Corp • Blank checks • New York
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Exhibit 10.3 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of __________, 2005 (the "AGREEMENT"), by and among HEALTHCARE ACQUISITION CORP., a Delaware corporation (the "COMPANY"), JOHN PAPPAJOHN, DERACE L. SCHAFFER, M.D., MATTHEW P.KINLEY,...
Stock Escrow Agreement • July 12th, 2005 • Healthcare Acquisition Corp • Blank checks • New York
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CONFIDENTIAL David P. Wright President and Chief Executive Officer PharmAthene, Inc. One Park Place Suite 450 Annapolis, MD 21401 Dear Mr. Wright:
Pharmathene, Inc • March 27th, 2009 • Pharmaceutical preparations • New York

This letter (the “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) and PharmAthene, Inc. (the “Company”) that Rodman shall serve, on a “best efforts” basis, as the non-exclusive placement agent (to serve as lead co-manager with Caris & Co. (“Caris”)) for the Company in connection with the proposed public offering placement (the “Placement”) of registered securities (the “Securities”) of the Company, consisting of shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and warrants (the “Warrants”) to purchase shares of the Company’s Common Stock. The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each a “Purchaser” and, collectively, the “Purchasers”), and nothing herein constitutes an agreement of the parties that Rodman would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to

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FORM OF PRE-FUNDED WARRANT] ALTIMMUNE, INC. PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK
Altimmune, Inc. • September 28th, 2018 • Pharmaceutical preparations • New York

Altimmune, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), until exercised in full (the “Termination Date”), ( ) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Pre-Funded Warrant to Purchase Common Stock (including any Pre-Funded Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common St

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Delivery and Payment: Delivery of the Units shall be made on or about ___________, 2005 or such later date as Maxim may advise on not less than one day's notice to the Selected Dealer, at Maxim's principal office located at 405 Lexington Avenue, 2nd...
Selected Dealer Agreement • July 12th, 2005 • Healthcare Acquisition Corp • Blank checks • New York
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LEASE AGREEMENT
Lease Agreement • October 25th, 2013 • Pharmathene, Inc • Pharmaceutical preparations

THIS LEASE AGREEMENT (this “Lease”) is made this 24th day of May, 2007, between ALEXANDRIA REAL ESTATE EQUITIES, INC., a Maryland corporation (“Landlord”), and SPALTUDAQ CORP., a Delaware corporation (“Tenant”).

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT WITH RESPECT TO THE OMITTED PORTIONS. OMITTED...
License Agreement • September 24th, 2007 • Healthcare Acquisition Corp • Blank checks • Delaware
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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 27th, 2009 • Pharmathene, Inc • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 23, 2009, between Pharmathene, 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”).

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THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...
Healthcare Acquisition Corp • June 10th, 2005 • Blank checks • New York

THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF (I) ______________, 2006 AND (II) THE CONSUMMATION BY HEALTHCARE ACQUISITION CORPORATION (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)). THIS PURCHASE OPTION SHALL BE VOID AFTER 5:00 P.M, NEW YORK CITY TIME, ON _____________, 2010.

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FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • August 14th, 2017 • Altimmune, Inc. • Pharmaceutical preparations • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 20 between Altimmune Inc. a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).

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Contract
Section 382 Rights Agreement • November 25th, 2015 • Pharmathene, Inc • Pharmaceutical preparations • Delaware

This SECTION 382 RIGHTS AGREEMENT, dated as of November 25, 2015 (this “Agreement”), is made and entered into by and between PharmAthene, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • June 10th, 2005 • Healthcare Acquisition Corp • Blank checks • New York

This Agreement is made as of ___________, 2005 by and between HEALTHCARE ACQUISITION CORP. (the "Company") and CONTINENTAL STOCK TRANSFER & TRUST COMPANY (the "Trustee").

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400,000 UNITS OF
Healthcare Acquisition Corp • July 12th, 2005 • Blank checks • New York
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BASIC TERMS
Employment Agreement • September 24th, 2007 • Healthcare Acquisition Corp • Blank checks • Maryland
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TO
Underwriting Agreement • March 31st, 2006 • Healthcare Acquisition Corp • Blank checks
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PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • March 11th, 2019 • Altimmune, Inc. • Pharmaceutical preparations • New York
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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 11th, 2019 • Altimmune, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 8, 2019, between Altimmune, 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”).

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FORM OF PRE-FUNDED WARRANT] ALTIMMUNE, INC. PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK
Altimmune, Inc. • September 26th, 2018 • Pharmaceutical preparations • New York

Altimmune, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [ ] (the “Initial Exercisability Date”), until exercised in full (the “Termination Date”), ( ) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Pre-Funded Warrant to Purchase Common Stock (including any Pre-Funded Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common St

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EMPLOYMENT AGREEMENT
Employment Agreement • May 8th, 2013 • Pharmathene, Inc • Pharmaceutical preparations • Maryland

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this April 18, 2008 by and between Francesca Cook (the “Executive”) and PharmAthene, Inc., a Delaware corporation (the “Company”).

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INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE ALTIMMUNE, INC. 2017 OMNIBUS INCENTIVE PLAN
Incentive Stock Option Agreement • November 9th, 2017 • Altimmune, Inc. • Pharmaceutical preparations • Delaware
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ALTIMMUNE, INC. EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • February 28th, 2023 • Altimmune, Inc. • Pharmaceutical preparations • New York
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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT WITH RESPECT TO THE OMITTED PORTIONS. OMITTED...
Services Agreement • September 24th, 2007 • Healthcare Acquisition Corp • Blank checks • Delaware
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