FORM OF WARRANT COMMON STOCK PURCHASE WARRANT SELLAS Life Sciences Group, Inc.SELLAS Life Sciences Group, Inc. • April 1st, 2022 • 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 Issue Date and on or prior to 5:00 p.m. (New York City time) on April [ ], 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SELLAS Life Sciences Group, 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 8th, 2016 • Galena Biopharma, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 7, 2016, between Galena 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 • August 4th, 2020 • SELLAS Life Sciences Group, Inc. • Pharmaceutical preparations
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT SELLAS Life Sciences Group, Inc.SELLAS Life Sciences Group, Inc. • January 10th, 2020 • Pharmaceutical preparations • New York
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 SELLAS Life Sciences Group, 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).
SERIES A COMMON STOCK PURCHASE WARRANTGalena Biopharma, Inc. • May 10th, 2016 • Pharmaceutical preparations
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, JGB (Cayman) Newton 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 November 10, 2016 (the “Initial Exercise Date”), and on or prior to the close of business on the Termination Date (as defined below) but not thereafter, to subscribe for and purchase from Galena Biopharma, Inc., a Delaware corporation (the “Company”), up to 1,000,000 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 WARRANT GALENA BIOPHARMA, INC.Common Stock Purchase Warrant • December 18th, 2012 • Galena Biopharma, 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 date hereof (the “Initial Exercise Date”) and on or prior to the close of business on December , (the “Termination Date”) but not thereafter, to subscribe for and purchase from Galena Biopharma, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 8th, 2024 • SELLAS Life Sciences Group, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 4, 2024, between SELLAS Life Sciences Group, 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”).
GALENA BIOPHARMA, INC. At Market Issuance Sales AgreementGalena Biopharma, Inc. • May 24th, 2013 • Pharmaceutical preparations • New York
Galena Biopharma, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Maxim Group LLC (the “Agent”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 12th, 2018 • SELLAS Life Sciences Group, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 7, 2018, between SELLAS Life Sciences Group, 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”).
SELLAS LIFE SCIENCES GROUP, INC. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • April 16th, 2021 • SELLAS Life Sciences Group, Inc. • Pharmaceutical preparations • New York
SELLAS Life Sciences Group, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
COMMON STOCK PURCHASE WARRANT GALENA BIOPHARMA, INC.Galena Biopharma, Inc. • July 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 January 13, 2017 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Galena 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).
SECURITY AGREEMENTSecurity Agreement • May 10th, 2016 • Galena Biopharma, Inc. • Pharmaceutical preparations • New York
This SECURITY AGREEMENT, dated as of May 10, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), is by and among Galena Biopharma, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company party hereto (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”), and JGB Collateral LLC, a Delaware limited liability company, as Agent (“Agent”) on behalf of the holders of the Company’s 9% Original Issue Discount Senior Secured Debentures due thirty (30) months following their issuance, in the original aggregate principal amount of $25,530,000 (collectively, the “Debentures”) signatory hereto (the Holders, collectively with their endorsees, transferees and permitted assigns, the “Secured Parties”).
6,000,000 Units par value $0.0001 RXI PHARMACEUTICALS CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • March 1st, 2011 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations • New York
Lazard Capital Markets LLC ROTH Capital Partners, LLC c/o Lazard Capital Markets LLC 30 Rockefeller Plaza New York, New York 10020
SUBSIDIARY GUARANTEESubsidiary Guarantee • May 10th, 2016 • Galena Biopharma, Inc. • Pharmaceutical preparations • New York
SUBSIDIARY GUARANTEE, dated as of May 10, 2016 (as amended, restated, supplemented or otherwise modified from time to time, this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Galena Biopharma, Inc., a Delaware corporation (the “Company”), JGB Collateral LLC, a Delaware limited liability company, as Agent (“Agent”) and the Purchasers.
15,156,250 Units Each Unit Consisting of One Share of Common Stock and a Warrant to Purchase 0.5 of a Share of Common Stock Galena Biopharma, Inc. PURCHASE AGREEMENTPurchase Agreement • December 19th, 2012 • Galena Biopharma, Inc. • Pharmaceutical preparations • New York
WARRANT TO PURCHASE SHARES OF COMMON STOCK SELLAS Life Sciences Group, Inc.SELLAS Life Sciences Group, Inc. • January 8th, 2024 • Pharmaceutical preparations
THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (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 5:00 p.m. (New York City time) on January [*], 20291 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SELLAS Life Sciences Group, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractSELLAS Life Sciences Group, Inc. • January 8th, 2024 • Pharmaceutical preparations • New York
SELLAS Life Sciences Group, Inc. 7 Times Square, Suite 2503 New York, NY 10036 Attention: Angelos M. Stergiou, M.D., ScD h.c., President and Chief Executive Officer
CONFIDENTIAL Noah D. Beerman Chief Executive Officer RXi Pharmaceuticals Corporation 60 Prescott Street Worchester, Massachusetts 01605 Dear Mr. Beerman:Rxi Pharmaceuticals Corp • March 23rd, 2010 • Pharmaceutical preparations • New York
This letter (the “Agreement”) constitutes the agreement between Rodman & Renshaw, LLC (“Rodman” or the “Placement Agent”) and RXi Pharmaceuticals Corporation (the “Company”), that Rodman shall serve as the exclusive placement agent for the Company, on a reasonable best efforts basis, in connection with the proposed placement (the “Placement”) of registered securities (the “Securities”) of the Company, including, but not limited to, shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “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 that Rodman would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered by the Company and the Purchasers in co
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 9th, 2013 • Galena Biopharma, Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of May 8th, 2013 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and GALENA BIOPHARMA, INC., a Delaware corporation (“Parent”), and APTHERA, INC., a Delaware corporation, each with offices located at 310 N. State Street, Suite 208, Lake Oswego, OR 97070 (individually and collectively, jointly and severally, “Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
SELLAS LIFE SCIENCES GROUP, INC WARRANT TO PURCHASE COMMON STOCKSELLAS Life Sciences Group, Inc. • March 6th, 2019 • Pharmaceutical preparations • New York
SELLAS Life Sciences Group, Inc., a corporation organized under the laws of Delaware (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 six-month anniversary of the Issuance Date (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ( ) 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 Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall
FORM OF WARRANT COMMON STOCK PURCHASE WARRANT SELLAS Life Sciences Group, Inc.SELLAS Life Sciences Group, Inc. • February 24th, 2023 • 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 Issue Date and on or prior to 5:00 p.m. (New York City time) on February __, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SELLAS Life Sciences Group, 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).
INDEMNITY AGREEMENTIndemnity Agreement • January 5th, 2018 • SELLAS Life Sciences Group, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of December 29, 2017, between SELLAS Life Sciences Group, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
8,500,000 Shares of Common Stock GALENA BIOPHARMA, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 5th, 2012 • Galena Biopharma, Inc. • Pharmaceutical preparations • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • February 10th, 2017 • Galena Biopharma, Inc. • Pharmaceutical preparations
Galena Biopharma, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you (the “Underwriter”) an aggregate of (i) 17,000,000 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), and (ii) warrants to purchase 17,000,000 shares of Common Stock on the terms and conditions set forth in the Warrant Agreement (as defined herein) (the “Warrants”, and together with the Shares, the “Securities”). All of the Securities are to be issued and sold by the Company. The shares of Common Stock underlying the Warrants are referred to herein as the “Warrant Shares.”
SELLAS Life Sciences Group, Inc. Shares Common Stock ($0.0001 par value per share) Underwriting AgreementUnderwriting Agreement • June 26th, 2018 • SELLAS Life Sciences Group, Inc. • Pharmaceutical preparations • New York
SELLAS Life Sciences Group, Inc., a corporation organized under the laws of Delaware (including any predecessor entities, the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [ ] shares of common stock, $0.0001 par value per share (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [ ] additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall m
SELLAS Life Sciences Group, Inc. Up to $5,000,000 Shares of Common Stock Equity Distribution AgreementEquity Distribution Agreement • October 31st, 2019 • SELLAS Life Sciences Group, Inc. • Pharmaceutical preparations • New York
SELLAS Life Sciences Group, Inc., a Delaware corporation (the "Company"), proposes to issue and sell through Maxim Group LLC (the "Agent"), as sales agent, shares of common stock, par value $0.0001 per share ("Common Stock"), of the Company (the "Shares") having an aggregate offering price of up to $5,000,000 on terms set forth herein. The Shares consist entirely of authorized but unissued shares of Common Stock to be issued and sold by the Company.
ContractGalena Biopharma, Inc. • May 9th, 2013 • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
SELLAS Life Sciences Group, Inc. (a Delaware corporation) 4,629,630 Shares of Common Stock and Warrants to Purchase 4,629,630 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 1st, 2022 • SELLAS Life Sciences Group, Inc. • Pharmaceutical preparations • New York
WARRANT TO PURCHASE SHARES OF COMMON STOCK SELLAS Life Sciences Group, Inc.SELLAS Life Sciences Group, Inc. • March 15th, 2024 • Pharmaceutical preparations
THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (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 5:00 p.m. (New York City time) on September , 20291 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SELLAS Life Sciences Group, Inc., a Delaware corporation (the “Company”), up to shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2016 • Galena Biopharma, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 10, 2016, between Galena Biopharma, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
WARRANT AGREEMENTWarrant Agreement • June 18th, 2019 • SELLAS Life Sciences Group, Inc. • Pharmaceutical preparations • New York
This Warrant Agreement made as of June 18, 2019 (the “Issuance Date”), between SELLAS Life Sciences Group, Inc., a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (and together with Computershare, the “Warrant Agent”).
PURCHASE AGREEMENTPurchase Agreement • November 20th, 2014 • Galena Biopharma, Inc. • Pharmaceutical preparations • Illinois
PURCHASE AGREEMENT (the “Agreement”), dated as of November 18, 2014, by and between GALENA BIOPHARMA, INC., a Delaware corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • January 10th, 2008 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of April 15, 2003 (the “Effective Date”), is between the University of Massachusetts Medical School (“Medical School”), a public institution of higher education of the Commonwealth of Massachusetts having an address of 55 Lake Avenue North, Worcester, MA 01655, and CytRx Corporation (“Company”), a Delaware corporation having an address of 11726 San Vicente Blvd., Suite 650, Los Angeles, CA 90049.
WARRANT AGREEMENTWarrant Agreement • February 10th, 2017 • Galena Biopharma, Inc. • Pharmaceutical preparations • New York
THIS WARRANT AGREEMENT made as of February 13, 2017 (the “Issuance Date”), between Galena Biopharma, Inc., a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (and together with Computershare, the “Warrant Agent”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • January 10th, 2008 • Rxi Pharmaceuticals Corp • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of January 10, 2007 (the “Effective Date”), is between the University of Massachusetts (“University”), a public institution of higher education of the Commonwealth of Massachusetts as represented by its Worcester campus, and RXi Pharmaceuticals Corporation (“Company”), a Delaware corporation.
