PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Aytu BioScience, Inc.Aytu Bioscience, Inc • March 13th, 2020 • 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 March 10, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aytu BioScience, 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). This Warrant is being issued pursuant to that certain engagement letter, dated as of January 3, 2020 by and between the Company and H.C. Wainwright & Co., LLC.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 20th, 2020 • Aytu Bioscience, Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 19, 2020, between Aytu BioScience, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 15th, 2019 • Aytu Bioscience, Inc • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 11, 2019, between Aytu BioScience, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENT Between AYTU BIOSCIENCE, INC. and JOSEPH GUNNAR & CO., LLC as Representative of the Several Underwriters AYTU BIOSCIENCE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 28th, 2018 • Aytu Bioscience, Inc • Pharmaceutical preparations • New York
The undersigned, Aytu BioScience, Inc., a corporation formed under the laws of the State of Delaware (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 Aytu BioScience, 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:
AYTU BIOPHARMA, INC. (a Delaware corporation) 21,505,814 Shares of Common Stock Pre-Funded Warrants to Purchase 1,750,000 Shares of Common Stock Warrants to Purchase 23,255,814 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 10th, 2022 • Aytu Biopharma, Inc • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE WARRANT AYTU BIOSCIENCE, INC.Aytu Bioscience, Inc • February 7th, 2019 • Pharmaceutical preparations • New York
THIS 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 [●], 2019 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aytu BioScience, Inc., a Delaware corporation (the “Company”), up to [●]1 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).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • March 4th, 2022 • Aytu Biopharma, Inc • Pharmaceutical preparations • New York
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 September 7, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 7, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aytu BioPharma, 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 5th, 2023 • Aytu Biopharma, Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of ____, 2023, between Aytu Biopharma, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 28th, 2016 • Aytu Bioscience, Inc • Pharmaceutical preparations • Illinois
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of July 27, 2016, by and between AYTU BIOSCIENCE, INC., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").
Aytu BioPharma, Inc. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • June 7th, 2021 • Aytu Biopharma, Inc • Pharmaceutical preparations • New York
Aytu BioPharma, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
PRE-FUNDED COMMON STOCK PURCHASE WARRANT AYTU BIOPHARMA, INC.Aytu Biopharma, Inc • August 10th, 2022 • 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 hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aytu BioPharma, 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).
OPEN MARKET SALE AGREEMENTSMAytu Bioscience, Inc • June 8th, 2020 • Pharmaceutical preparations • New York
Aytu BioScience, 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”), on the terms set forth in this agreement (this “Agreement”).
COMMON STOCK PURCHASE WARRANT AYTU BIOSCIENCE, INC.Aytu Bioscience, Inc • October 15th, 2019 • Pharmaceutical preparations • New York
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 Shareholder Approval is received and effective (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five year anniversary of the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aytu BioScience, 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).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 5th, 2023 • Aytu Biopharma, Inc • Pharmaceutical preparations • New York
PURCHASE AGREEMENTPurchase Agreement • July 28th, 2016 • Aytu Bioscience, Inc • Pharmaceutical preparations • Illinois
PURCHASE AGREEMENT (the “Agreement”), dated as of July 27, 2016, by and between AYTU BIOSCIENCE, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Aytu BioScience, Inc.Aytu Bioscience, Inc • March 13th, 2020 • 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”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aytu BioScience, 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).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 1st, 2022 • Aytu Biopharma, Inc • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of ________________ by and between Aytu BioPharma, Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).
COMMON STOCK PURCHASE WARRANT Aytu BioScience, INC.Aytu Bioscience, Inc • August 16th, 2017 • Pharmaceutical preparations
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 earlier of (i) the date that the Company effects the Reverse Split (as defined in the Purchase Agreement) and (ii) the forty-fifth (45th) calendar date following 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 AYTU BIOSCIENCE, 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).
Form of Amended and Restated Underwriters’ Warrant AgreementAytu Bioscience, Inc • March 1st, 2017 • Pharmaceutical preparations • 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, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT DURING THE TERM OF THIS WARRANT TO ANYONE OTHER THAN (I) AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
SHARES of Common Stock, _______ SHARES OF SERIES C CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO ______ SHARES OF COMMON STOCK), AND _________ Warrants (exercisable for ________shares of common stock) of AYTU BIOSCIENCE, INC.Underwriting Agreement • September 25th, 2018 • Aytu Bioscience, Inc • Pharmaceutical preparations • New York
The undersigned, Aytu Bioscience, Inc., a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Aytu Bioscience, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • October 3rd, 2018 • Aytu Bioscience, Inc • Pharmaceutical preparations • New York
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of ______________ (the “Issuance Date”) is between Aytu BioScience, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
ContractCommon Stock Purchase Warrant • May 6th, 2016 • Aytu Bioscience, Inc • Pharmaceutical preparations • 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, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
AYTU BIOPHARMA, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of _______, 20__ Debt SecuritiesAytu Biopharma, Inc • September 28th, 2021 • Pharmaceutical preparations • New York
WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
CONSENT, JOINDER AND AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 14th, 2022 • Aytu Biopharma, Inc • Pharmaceutical preparations • New York
This Loan and Security Agreement (as it may be amended, restated or otherwise modified from time to time, this "Agreement") is entered into on October 2, 2019, by and among NEOS THERAPEUTICS, INC., a Delaware corporation ("Company"), NEOS THERAPEUTICS BRANDS, LLC, a Delaware limited liability company ("NT Brands"), NEOS THERAPEUTICS, LP, a Texas limited partnership ("NT LP"; together with Company, NT Brands and each other Person who joins this Agreement as a borrower from time to time, each a "Borrower" and collectively the "Borrowers"), NEOS THERAPEUTICS COMMERCIAL, LLC, a Delaware limited liability company ("NT Commercial"), and PHARMAFAB TEXAS, LLC, a Texas limited liability company ("NT PharmaFab"), as Loan Party Obligors (as defined herein), the Lenders party hereto from time to time and ECLIPSE BUSINESS CAPITAL LLC (F/K/A ENCINA BUSINESS CREDIT, LLC), as agent for the Lenders (in such capacity, "Agent"). The Schedules and Exhibits to this Agreement are an integral part of this Ag
EXHIBIT A Form of Underwriter’s Warrant AgreementS Warrant Agreement • November 2nd, 2016 • Aytu Bioscience, Inc • Pharmaceutical preparations • 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].
EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2019 • Aytu Bioscience, Inc • Pharmaceutical preparations • Colorado
This Employment Agreement (the "Agreement"), is effective as of April 16, 2019 (the “Effective Date”), between Aytu BioScience, Inc., a Delaware corporation headquartered at 373 Inverness Parkway, Suite 206, Englewood, CO 80112 USA, hereinafter referred to as the "Company"), and Jarrett T. Disbrow (“Employee").
COMMON STOCK PURCHASE WARRANT Aytu BioScience, Inc.Aytu Bioscience, Inc • September 25th, 2018 • Pharmaceutical preparations • New York
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 Aytu BioScience, 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).
WARRANT AGENT AGREEMENTWarrant Agent Agreement • October 25th, 2016 • Aytu Bioscience, Inc • Pharmaceutical preparations • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of _________, 2016 (the “Issuance Date”) between Aytu Bioscience, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
COMMON STOCK PURCHASE WARRANT Aytu BioScience, Inc.Aytu Bioscience, Inc • October 3rd, 2018 • Pharmaceutical preparations • New York
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 Aytu BioScience, 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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to
WARRANT AGENT AGREEMENTWarrant Agent Agreement • November 2nd, 2016 • Aytu Bioscience, Inc • Pharmaceutical preparations • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of November 2, 2016 (the “Issuance Date”) between Aytu Bioscience, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
AGREEMENT AND PLAN OF MERGER by and amongAgreement and Plan of Merger • December 10th, 2020 • Aytu Bioscience, Inc • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 10, 2020, by and among Aytu BioScience, Inc., a Delaware corporation (“Parent”), Neutron Acquisition Sub, Inc., a Delaware corporation and wholly-owned Subsidiary of Parent (“Merger Sub”), and Neos Therapeutics, Inc., a Delaware corporation (the “Company”).
PREFUNDED COMMON STOCK PURCHASE WARRANTPrefunded Common Stock Purchase Warrant • March 4th, 2022 • Aytu Biopharma, Inc • Pharmaceutical preparations • New York
THIS PREFUNDED 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 Original Issue Date (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aytu BioPharma, 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).
EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2022 • Aytu Biopharma, Inc • Pharmaceutical preparations • Colorado
This Employment Agreement (the "Agreement"), is effective as of January 17, 2022 (the “Effective Date”), between Aytu BioPharma, Inc., a Delaware corporation headquartered at 373 Inverness Parkway, Suite 206, Englewood, CO 80112 USA, hereinafter referred to as the "Company"), and Mark Oki (“Executive").
4,166,667 SHARES OF COMMON STOCK AYTU BIOSCIENCE, INC. AMENDED AND RESTATED UNDERWRITING AGREEMENTUnderwriting Agreement • December 14th, 2020 • Aytu Bioscience, Inc • Pharmaceutical preparations • New York
Aytu BioScience, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule V hereto (the “Underwriters”), for whom H.C. Wainwright & Co., LLC is acting as representative (the “Representative”), an aggregate of 4,166,667 authorized but unissued shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) and, at the election of the Underwriters, upon the terms and conditions stated herein, up to 625,000 additional shares (the “Additional Shares” and, together with the Firm Shares, the “Shares”) of Common Stock solely to cover over-allotments, if any (the Shares, the Underwriter Warrants (as defined below) and the Underwriter Warrant Shares (as defined below) being collectively referred to herein as the “Securities”). This Amended and Restated Underwriting Agreement amends, restates and supersedes in its entirety the underwriting agreement
December 10, 2020 Neos Therapeutics, Inc. Grand Prairie, TX 75050 Attention: John LimongelliAytu Bioscience, Inc • December 10th, 2020 • Pharmaceutical preparations • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Aytu Biosciences, Inc., a Delaware corporation (“Aytu”), Argon Merger Sub, Inc., a Delaware corporation, and Neos Therapeutics, Inc., a Delaware corporation (the “Company”), pursuant to which Acquisition Sub, or its permitted assignees, will be merged with and into the Company (the “Merger”). This letter agreement is being entered between Aytu and the Company to describe their agreement relating to a potential financing prior to the completion of the Merger. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement and, if not therein defined, as defined in the unsecured convertible note issued pursuant to the terms of the Merger Agreement by the Company to Aytu (the “Convertible Note”), the form of which is attached to this letter agreement (this “Agreement”) as Exhibit A.
