COMMON STOCK PURCHASE WARRANT Fortress biotech, inc.Fortress Biotech, Inc. • January 3rd, 2024 • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its registered 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 3, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 3, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Fortress Biotech, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock (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).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 3rd, 2024 • Fortress Biotech, Inc. • Pharmaceutical preparations • New York
FORM OF] INDEMNITY AGREEMENTIndemnity Agreement • December 19th, 2022 • Fortress Biotech, Inc. • Pharmaceutical preparations • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of [·], is made by and between FORTRESS BIOTECH, INC., a Delaware corporation (the “Company”), and Lucy Lu, M.D. (“Indemnitee”).
CORONADO BIOSCIENCES, INC. Common Stock (par value $0.001 per share) At Market Issuance Sales AgreementCoronado Biosciences Inc • April 29th, 2013 • Pharmaceutical preparations • New York
Coronado Biosciences, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with MLV & Co. LLC (“MLV”), as follows:
5,000,000 Shares CORONADO BIOSCIENCES, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 26th, 2012 • Coronado Biosciences Inc • Pharmaceutical preparations • New York
Coronado Biosciences, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of 5,000,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 750,000 shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 24th, 2011 • Coronado Biosciences Inc • Pharmaceutical preparations • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of July 11, 2011, is made by and between CORONADO BIOSCIENCES, INC., a Delaware corporation (the “Company”), and _____________ (“Indemnitee”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 29th, 2012 • Coronado Biosciences Inc • Pharmaceutical preparations • California
This LOAN AND SECURITY AGREEMENT is made and dated as of August 28, 2012 and is entered into by and between CORONADO BIOSCIENCES, INC., a Delaware corporation (hereinafter referred to as the “Borrower”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Lender”).
CORONADO BIOSCIENCES, INC. Common Stock (par value $0.001 per share) At Market Issuance Sales AgreementCoronado Biosciences Inc • October 5th, 2012 • Pharmaceutical preparations • New York
Coronado Biosciences, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with MLV & Co. LLC (“MLV”), as follows:
CORONADO BIOSCIENCES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • April 25th, 2012 • Coronado Biosciences Inc • Pharmaceutical preparations • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of April 19, 2012 (the “Effective Date”) by and between Coronado Biosciences, Inc. (the “Company”) and Karin Hehenberger, MD, PhD ( “Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 3rd, 2024 • Fortress Biotech, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of , 2023, between Fortress Biotech, 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”).
CORONADO BIOSCIENCES, INC. WARRANT TO PURCHASE COMMON STOCKCoronado Biosciences Inc • July 15th, 2011 • New York
THIS CERTIFIES THAT, for value received, [ ] (the “Holder”), is entitled to subscribe for and purchase from CORONADO BIOSCIENCES, INC., a Delaware corporation, with its principal office at 45 Rockefeller Plaza, Suite 2000, New York, NY 10111 (the “Company”), [ ] Exercise Shares at the Exercise Price (each subject to adjustment as provided herein). This Warrant is issued to Holder pursuant to (and conditional upon Holder’s execution and delivery of) [ ].
ContractCoronado Biosciences Inc • July 15th, 2011 • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW. THIS WARRANT AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE PLEDGED, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT OR UNLESS SOLD IN FULL COMPLIANCE WITH RULE 144 UNDER THE ACT.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 9th, 2023 • Fortress Biotech, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 7, 2023, between Fortress Biotech, 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”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]. ASSET PURCHASE AGREEMENT...Asset Purchase Agreement • August 16th, 2021 • Fortress Biotech, Inc. • Pharmaceutical preparations • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of March 31, 2021, is made by and between Journey Medical Corporation, a Delaware corporation (“Buyer”), and Dermira, Inc., a Delaware corporation (“Seller”).
CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[*******]” OR OTHERWISE CLEARLY INDICATED. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES...Exclusive Sublicense Agreement • September 22nd, 2011 • Coronado Biosciences Inc • Pharmaceutical preparations
This Exclusive Sublicense Agreement (hereinafter referred to as this “Agreement”), effective as of this December 12, 2005 (the “Effective Date”), is entered into by and between Ovamed GbmH & Co KG, a corporation duly incorporated under the laws of Germany and having a principal place of business at Kiebitzhörn 33-35, 22885 Barsbüttel, Germany (“Ovamed”) and Collingwood Pharmaceuticals, Inc., a corporation duly organized and existing under the laws of the State of Delaware having a principal place of business at 787 Seventh Avenue, 48th Floor, New York, New York 10019 (the “Company”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 15th, 2011 • Coronado Biosciences Inc • New York
This NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of the last date set forth on the signature page hereof between CORONADO BIOSCIENCES, INC., a Delaware corporation having its principal place of business at 1700 Seventh Avenue, Suite 2100, Seattle, Washington 98101 (the “Company”), and (the “Subscriber”).
FORM OF VOTING AGREEMENTForm of Voting Agreement • April 28th, 2016 • Fortress Biotech, Inc. • Pharmaceutical preparations • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of April 27, 2016, is by and among Fortress Biotech, Inc., a Delaware corporation (“Parent”), FBIO Acquisition, Inc., a Delaware corporation and an indirect, wholly-owned Subsidiary of Parent (“Acquisition Sub”), the Person listed as a “Stockholder” on the signature page hereto (the “Stockholder”), and solely for the limited purposes set forth in Section 8(b), [____________], a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER By and Among NATIONAL HOLDINGS CORPORATION,Agreement and Plan of Merger • April 28th, 2016 • Fortress Biotech, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of April 27, 2016, is by and among National Holdings Corporation, a Delaware corporation (the “Company”), Fortress Biotech, Inc., a Delaware corporation (“Parent”), and FBIO Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”).
AMENDED & RESTATED CREDIT FACILITY AGREEMENTCredit Facility Agreement • March 16th, 2018 • Fortress Biotech, Inc. • Pharmaceutical preparations • New York
This AMENDED AND RESTATED CREDIT FACILITY AGREEMENT (this “Agreement”), dated as of March 12, 2018 (the “A&R Agreement Date”), is made by and among FORTRESS BIOTECH, INC., a Delaware corporation (the “Borrower”), and each of OPUS POINT HEALTHCARE INNOVATIONS FUND, LP (“Opus”) and any other lenders listed on the signature pages hereto (Opus and any other lenders, together with their successors and permitted assigns, the “Lenders” and, together with the Borrower, the “Parties”).
AMENDMENT AND AGREEMENTAmendment and Agreement • September 9th, 2011 • Coronado Biosciences Inc • Pharmaceutical preparations • Hamburg
THIS AMENDMENT AND AGREEMENT (“Amendment”) is made as of January 7, 2011 (“Amendment Effective Date”) by and among Asphelia Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware and having its principal office at 787 Seventh Avenue, 48th floor, New York, NY 10019, United States (“Asphelia”), Coronado Biosciences Inc., a corporation organized and existing under the laws of the State of Delaware and having its principal office at 45 Rockefeller Plaza, Suite 2000, New York, NY 10111, United States (“Coronado”), and OvaMed GmbH, a company with limited liability organized and existing under the laws of Germany and having its principal office at Kiebitzhörn 33-35, 22885 Barsbuttel, Germany (“OvaMed”). Asphelia, Coronado and OvaMed are sometimes collectively referred to herein as the “Parties”.
STOCKHOLDER RIGHTS AGREEMENTStockholder Rights Agreement • April 28th, 2016 • Fortress Biotech, Inc. • Pharmaceutical preparations • Delaware
This STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”) is made as of April 27, 2016 by and between National Holdings Corporation, a Delaware corporation (the “Company”), and FBIO Acquisition, Inc. (the “Major Stockholder”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 15th, 2011 • Coronado Biosciences Inc • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the last date set forth on the signature page hereof between Coronado Biosciences, Inc., a Delaware corporation having its principal place of business at 1700 Seventh Avenue; Suite 2100; Seattle, Washington 98101 (the “Company”), and the undersigned (the “Subscriber”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 20th, 2018 • Fortress Biotech, Inc. • Pharmaceutical preparations • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 14, 2018 (the “Effective Date”) by and among Fortress Biotech, Inc. (“Fortress”), FBIO Acquisition, Inc., a Delaware corporation (the “Seller”), a wholly-owned subsidiary of Fortress, and NHC Holdings, LLC (the “Buyer”).
CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[*******]” OR OTHERWISE CLEARLY INDICATED. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES...Master Contract Services Agreement • September 9th, 2011 • Coronado Biosciences Inc • Pharmaceutical preparations • New York
THIS MASTER CONTRACT SERVICES AGREEMENT (the “Master Contract Services Agreement”) is made as of the Effective Date set forth above by and between Coronado Biosciences, Inc , a Delaware company with an office at 1700 Seventh Avenue, Seattle, WA 98101 (“CORONADO”) and Progenitor Cell Therapy, LLC, a Delaware limited liability company, with a principal office at 4 Pearl Court, Suite C, Allendale, NJ 07401 (the “Service Provider”) (the Master Contract Services Agreement, together with any Statement(s) of Work (as defined below), all Appendixes attached hereto, is collectively referred to as the “Agreement”). Terms not otherwise defined will have the meaning set forth for such term in Appendix B attached hereto, made a part hereof and incorporated herein by reference.
NATIONALLetter Agreement • May 10th, 2017 • Fortress Biotech, Inc. • Pharmaceutical preparations • New York
CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[*******]” OR OTHERWISE CLEARLY INDICATED. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES...Patent and Know-How Licence Agreement • September 9th, 2011 • Coronado Biosciences Inc • Pharmaceutical preparations
CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[*******]” OR OTHERWISE CLEARLY INDICATED. AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES...And Supply Agreement • September 9th, 2011 • Coronado Biosciences Inc • Pharmaceutical preparations
This Manufacturing and Supply Agreement (the “Agreement”) is entered into this day of December, 2005 (the “Effective Date”), by and between Collingwood Pharmaceuticals, Inc., a corporation organized and existing under the laws of Delaware and having a principal place of business at 787 Seventh Avenue, 48th Floor, New York, New York 10019 (“Collingwood”), and Ovamed GmbH, a corporation organized and existing under the laws of Germany and having a principal place of business at Kiebitzhörn 33-35, 22885 Barsbüttel, Germany (“Ovamed”). Collingwood and Ovamed may each be referred to herein individually as a “Party” and collectively as the “Parties.”
RESTRICTED STOCK ISSUANCE AGREEMENTRestricted Stock Issuance Agreement • March 14th, 2014 • Coronado Biosciences Inc • Pharmaceutical preparations • New York
This RESTRICTED STOCK ISSUANCE AGREEMENT (the “Agreement”) is made and entered into as of December 19, 2013, by and between Coronado Biosciences Inc., a Delaware corporation (the “Company”), and Lindsay A. Rosenwald, MD (the “Grantee”).
FORM OF SUPPORT AND VOTING AGREEMENTForm of Support and Voting Agreement • April 28th, 2016 • Fortress Biotech, Inc. • Pharmaceutical preparations • Delaware
This SUPPORT AND VOTING AGREEMENT (this “Agreement”), dated as of April 27, 2016, is by and among Fortress Biotech, Inc., a Delaware corporation (“Parent”), FBIO Acquisition, Inc., a Delaware corporation and an indirect, wholly-owned Subsidiary of Parent (“Acquisition Sub”), the Person listed as a “Stockholder” on the signature page hereto (the “Stockholder”), and solely for the limited purposes set forth in Section 10(b), [____________], a Delaware corporation (the “Company”).
FORTRESS BIOTECH, INC. Common Stock (par value $0.001 per share) Amended and Restated At Market Issuance Sales AgreementOriginal Sales Agreement • August 17th, 2016 • Fortress Biotech, Inc. • Pharmaceutical preparations • New York
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • March 18th, 2013 • Coronado Biosciences Inc • Pharmaceutical preparations • New York
This SEPARATION AND RELEASE AGREEMENT (the “Agreement”) is made and entered into this 28th day of December, 2012 by and between Glenn L. Cooper, M.D. (“Cooper”) and Coronado Biosciences, Inc., a Delaware corporation (the “Company”).
FORM OF COMMON STOCK PURCHASE WARRANT To Purchase [_____] Shares of Common Stock of Fortress Biotech, Inc.Common Stock Purchase Warrant • May 10th, 2017 • Fortress Biotech, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (THIS “WARRANT”) CERTIFIES that, for value received, National Securities Corporation, or 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 fifth anniversary of the date hereof (the “Termination Date”) but not thereafter, to subscribe for and purchase from Fortress Biotech, Inc., a corporation incorporated in the State of Delaware (the “Company”), up to [_____] shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be $[_____], subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein. Thi
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 18th, 2013 • Coronado Biosciences Inc • Pharmaceutical preparations
This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is dated December 28, 2012 by and between CORONADO BIOSCIENCES, INC., a Delaware corporation (the “Company”), and BOBBY W. SANDAGE JR. (the “Executive”). Unless the context otherwise requires, capitalized terms used herein shall have the meanings set forth in the Employment Agreement (as defined below) and in this Amendment.
Re: Common Stock Purchase Warrants in Designated SubsidiariesLetter Agreement • February 9th, 2023 • Fortress Biotech, Inc. • Pharmaceutical preparations
This letter agreement (the “Letter Agreement”) is by and between Fortress Biotech, Inc. (the “Company”), and the investors identified on the signature pages hereto (the “Investors”) and collectively the (“Parties”). Reference is made to that certain Securities Purchase Agreement, dated February 7, 2023 (the “Securities Purchase Agreement”), in which the Investors are purchasing from the Company shares of the Company’s Common Stock, $0.001 par value (the “Common Stock”). Concurrently with the purchase of the Common Stock, the parties have agreed that the Investors will receive rights to acquire warrants to purchase certain common stock in the Designated Subsidiaries (as defined below), to the extent and as limited by the below agreements.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 5th, 2015 • Coronado Biosciences Inc • Pharmaceutical preparations • New York
This NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of the last date set forth on the signature page hereof between CORONADO BIOSCIENCES, INC., a Delaware corporation having its principal place of business at 24 New England Executive Park, Burlington, MA 01803 (the “Company”), and the undersigned (the “Subscriber”).
