COMMON STOCK PURCHASE WARRANTPLx Pharma Inc. • June 12th, 2017 • 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 December __, 2017 (the “Initial Exercise Date”) and on or prior to the close of business on the 10 year anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from PLx Pharma 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 13th, 2020 • PLx Pharma Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 12th day of March, 2020 by and among PLx Pharma Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 20th, 2017 • Dipexium Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”), dated as of [DATE], is by and between PLx Pharma Inc., a Delaware corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”).
PURCHASE AGREEMENTPurchase Agreement • March 13th, 2020 • PLx Pharma Inc. • Pharmaceutical preparations • Delaware
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 12th day of March, 2020 by and among PLx Pharma Inc., a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
PLx Pharma Inc. Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: August 6, 2021Equity Distribution Agreement • August 6th, 2021 • PLx Pharma Inc. • Pharmaceutical preparations • New York
2,750,000 Shares Dipexium Pharmaceuticals, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 18th, 2014 • Dipexium Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Dipexium Pharmaceuticals, Inc., a Delaware corporation (f/k/a Dipexium Pharmaceuticals, LLC) (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 Representative (the “Representative”), an aggregate of 2,750,000 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 412,500 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 referred to herein as the “Shares.”
7,875,000 Shares1 PLx Pharma Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 3rd, 2021 • PLx Pharma Inc. • Pharmaceutical preparations • New York
PLx Pharma Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 7,875,000 shares of its Common Stock, par value $0.001 per share (the “Common Stock”). The aggregate of 7,875,000 shares to be purchased from the Company are called the “Firm Shares.” In addition, the Company has agreed to sell to the Underwriters, upon the terms and conditions stated herein, up to an additional 1,181,250 shares of Common Stock (the “Additional Shares”) to cover over-allotments by the Underwriters, if any. The Firm Shares and the Additional Shares are collectively referred to in this Agreement as the “Shares.” Raymond James & Associates, Inc. is acting as the representative of the several Underwriters and in such capacity is referred to in this Agreement as the “Representative.”
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 20th, 2017 • Dipexium Pharmaceuticals, Inc. • Pharmaceutical preparations • Texas
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of May 13, 2016, by and between Michael J. Valentino (the “Executive”) and PLx Pharma Inc., a Delaware corporation (the “Company”).
1,480,000 Shares Dipexium Pharmaceuticals, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 25th, 2015 • Dipexium Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Dipexium Pharmaceuticals, 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 Representative (the “Representative”), an aggregate of 1,480,000 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 222,000 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 referred to herein as the “Shares.”
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 6th, 2014 • Dipexium Pharmaceuticals, LLC • Pharmaceutical preparations • New York
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of February 3, 2014 but only effective for all purposes as of the Effective Date (as defined below) by and between Dipexium Pharmaceuticals, LLC, a limited liability organized under the laws of the State of Delaware (to be converted into a Delaware corporation and thereafter known as Dipexium Pharmaceuticals, Inc., the “Company”), and David P. Luci (the “Executive”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 6th, 2014 • Dipexium Pharmaceuticals, LLC • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 23, 2010, is made by and among Dipexium Pharmaceuticals, LLC, a limited liability company organized under the laws of Delaware (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
VOTING AGREEMENT among: DIPEXIUM PHARMACEUTICALS, INC., a Delaware corporation; PLX PHARMA INC., a Delaware corporation; and the undersigned StockholderVoting Agreement • December 22nd, 2016 • Dipexium Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT (“Agreement”), dated as of December 22, 2016, is made by and among Dipexium Pharmaceuticals, Inc., a Delaware corporation (“DPRX”), PLx Pharma Inc., a Delaware corporation (“PLx”), and the undersigned holder (“Stockholder”) of shares of capital stock (the “Shares”) of DPRX.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 16th, 2020 • PLx Pharma Inc. • Pharmaceutical preparations • New York
EMPLOYMENT AGREEMENTEmployment Agreement • May 2nd, 2017 • PLx Pharma Inc. • Pharmaceutical preparations • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of May 1, 2017, by and between Rita O’Connor (the “Executive”) and PLx Pharma Inc., a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 31st, 2018 • PLx Pharma Inc. • Pharmaceutical preparations • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of August 29, 2018, by and between Efthymios Deliargyris, MD, FACC, FESC, FSCAI (the “Executive”) and PLx Pharma Inc., a Delaware corporation (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 12th, 2017 • PLx Pharma Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 9, 2017, between PLx Pharma 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 16th, 2020 • PLx Pharma Inc. • Pharmaceutical preparations • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 16, 2020, by and among PLx Pharma Inc., a Delaware corporation (the “Company”), and each purchaser identified on Exhibit A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms used herein but not otherwise defined shall have the meanings given to them in Section 1.5.
AMENDED AND RESTATED PATENT LICENSE AGREEMENT BETWEEN THE BOARD OF REGENTS OF THE UNIVERSITY OF TEXAS SYSTEM AND PLX PHARMA INC. DATED DECEMBER 11, 2009Patent License Agreement • August 15th, 2017 • PLx Pharma Inc. • Pharmaceutical preparations • Texas
THIS AGREEMENT (“Agreement”) is between the Board of Regents (“Board”) of The University of Texas System (“System”), an agency of the State of Texas, whose address is 201 West 7th Street, Austin, Texas 78701, on behalf of The University of Texas Health Science Center at Houston (“UTHSC-H”), a component institution of System and PLx Pharma Inc., a Texas corporation (“PLx”), with its principal place of business at 8285 El Rio, Suite 130, Houston, Texas 77054. Board, UTHSC-H, and PLx may individually be referred to as Party or collectively as the Parties.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 6th, 2014 • Dipexium Pharmaceuticals, LLC • Pharmaceutical preparations • New York
This Agreement is being entered into pursuant to the Securities Purchase Agreement, dated as of July 23, 2010, by and among the Company and the Purchasers (the “Initial Purchase Agreement”).
CONSULTING AGREEMENTConsulting Agreement • June 9th, 2014 • Dipexium Pharmaceuticals, Inc. • Pharmaceutical preparations • Arizona
THIS CONSULTING AGREEMENT (“Agreement”) is effective as of June 4, 2014 (the “Effective Date”), by and between Dipexium Pharmaceuticals, Inc. (“Dipexium”) and DRUG DEVELOPMENT ADVISORS, LLC., (the “Consultant”).
EXHIBIT A INVESTOR RIGHTS AGREEMENT JOINGERInvestor Rights Agreement • February 6th, 2014 • Dipexium Pharmaceuticals, LLC • Pharmaceutical preparations
By execution of this Investor Rights Agreement Joinder, the undersigned agrees to become a party to that certain Investor Rights Agreement, dated as of , 201 , as may be amended, among Dipexium Pharmaceuticals, LLC, a limited liability company under the laws of the State of Delaware and the parties named therein. The undersigned shall have all the rights, and shall observe all the obligations, applicable to a Purchaser under such Agreement.
MASTER AGREEMENT FOR SERVICESMaster Agreement • February 6th, 2014 • Dipexium Pharmaceuticals, LLC • Pharmaceutical preparations • Pennsylvania
THIS MASTER AGREEMENT (the “Master Agreement”) is made and entered into the 25th day of October, 2013 (the “Effective Date”), by and between Dipexium Pharmaceuticals, LLC (“Client”), together with its subsidiaries and affiliates, having its offices located at , and ReSearch Pharmaceutical Services, Inc. (“RPS”), together with its subsidiaries and affiliates, having its primary office at .
LOCK-UP AGREEMENTLock-Up Agreement • December 22nd, 2016 • Dipexium Pharmaceuticals, Inc. • Pharmaceutical preparations
In connection with the proposed acquisition of PLx Pharma Inc. (the “PLx”) by Dipexium Pharmaceuticals, Inc. (“DPRX”) whereby Dipexium Acquisition Corp.(“AcquireCo”), a wholly-owned subsidiary of DPRX, will merge with and into the PLx (the “Merger”), and in consideration of DPRX, AcquireCo and PLx entering into the Agreement and Plan of Merger and Reorganization dated on or about December 22, 2016 (the “Merger Agreement;” all capitalized terms used in this Lock-Up Agreement without definition herein shall have the meanings ascribed to them in the Merger Agreement), the receipt and sufficiency of such consideration being hereby acknowledged and accepted, and in order to induce DPRX and PLx each to close the Merger, the undersigned (“Securityholder”), a holder of DPRX Shares (the “DPRX Securities”) hereby agrees with DPRX and PLx as follows:
Manufacturing Services AgreementServices Agreement • August 9th, 2019 • PLx Pharma Inc. • Pharmaceutical preparations • New York
With effect from the date stated at the start of this Agreement (the “Effective Date”), the parties have agreed to the following terms:
SUBLEASEAgreement • May 13th, 2014 • Dipexium Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS AGREEMENT, made as of the day of April, 2014 between 87AM HOLDINGS LLC, a New York Limited Liability Company, having an office at 42-52 West 39th Street, 4th Floor, New York, New York (the “Sublessor’’) and DIPEXIUM PHARMACEUTICALS, INC., a Delaware Limited Liability Company with an office at 61 Broadway, Suite 1905, New York, New York (the “Sublessee”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2019 • PLx Pharma Inc. • Pharmaceutical preparations
This AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into as of March 7, 2019 (the “Effective Date”), by and between Efthymios Deliargyris, MD, FACC, FESC, FSCAI (the “Executive”) and PLx Pharma Inc., a Delaware corporation (the “Company”), for the purpose of amending that one certain Employment Agreement, dated August 29, 2018 (the “Agreement”), by and between the parties.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 12th, 2017 • PLx Pharma Inc. • Pharmaceutical preparations • New York
SEPARATION AND SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMSSeparation and Settlement Agreement and Release • May 2nd, 2017 • PLx Pharma Inc. • Pharmaceutical preparations • Texas
THIS SEPARATION AND SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS is by and between DAVID JORDEN (“Employee”) and PLX PHARMA INC., its affiliates, directors, officers, managers, supervisors, other employees, agents, and representatives (collectively referred to as “Employer” or “Company”).
DIRECTORS’ INDEMNIFICATION AGREEMENTIndemnification Agreement • February 6th, 2014 • Dipexium Pharmaceuticals, LLC • Pharmaceutical preparations • Delaware
This INDEMNIFICATION AGREEMENT (THE “Indemnification Agreement”) is made as of the and is by and between Dipexium Pharmaceuticals, LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”), and (the “Indemnitee”).
LABORATORY SERVICES AGREEMENTLaboratory Services Agreement • February 6th, 2014 • Dipexium Pharmaceuticals, LLC • Pharmaceutical preparations • Wisconsin
The terms stated herein are agreed to be those which will apply to studies performed by Dipexium Pharmaceuticals (“Sponsor”) by Covance Laboratories Inc. and Covance Bioanalytical Services LLC (collectively referred to as “Covance”):
SECOND AMENDMENT TO LICENSE AGREEMENTLicense Agreement • February 6th, 2014 • Dipexium Pharmaceuticals, LLC • Pharmaceutical preparations
THIS SECOND AMENDMENT (“Amendment”) is entered into, effective as of October 1, 1996, on this 24th day of September, 1996 by and between MULTIPLE PEPTIDE SYSTEMS, INC., a California corporation (“MPS”), and MAGAININ PHARMACEUTICALS INC., a Delaware corporation formerly known as Magainin Sciences Inc. (“Magainin”).
AMENDMENT NUMBER ONE TO AGREEMENTPatent License Agreement • August 15th, 2017 • PLx Pharma Inc. • Pharmaceutical preparations
This is the first amendment (“Amendment No. 1”) to the AMENDED AND RESTATED PATENT LICENSE AGREEMENT (the “License Agreement”), between The Board of Regents of The University of Texas System (“Board”) on behalf of The University of Texas Health Science Center at Houston (“UTHSC-H”) and PLx Pharma Inc., a Texas corporation with its principal place of business at 8285 El Rio, Suite 130, Houston, Texas 77054 (“PLx”), with an Effective Date of December 11, 2009. Board, UTHSC-H, and PLx may individually be referred to as Party or collectively as the Parties. All capitalized or bolded terms used in this Amendment and not otherwise defined herein shall have the meanings assigned to those terms in the License Agreement.
RESEARCH & DEVELOPMENT SERVICES AGREEMENT DPT LABORATORIES, LTD AND DIPEXIUM PHARMACEUTICALS, LLCDevelopment Services Agreement • February 6th, 2014 • Dipexium Pharmaceuticals, LLC • Pharmaceutical preparations • Delaware
This Research & Development Services Agreement (the “Agreement”) is made as of this 8th. day of December, 2011 by and between Dipexium Pharmaceuticals, LLC a corporation organized under the laws of the State Of Delaware, with its principal place of business at (hereinafter referred to as “COMPANY”) and DPT Laboratories, Ltd., a Texas Limited Partnership, with its principal place of business at , including its affiliate DPT Lakewood, LLC. (hereinafter referred to as “DPT”).
LOCK-UP AGREEMENTLock-Up Agreement • December 22nd, 2016 • Dipexium Pharmaceuticals, Inc. • Pharmaceutical preparations
In connection with the proposed acquisition of PLx Pharma Inc. (the “PLx”) by Dipexium Pharmaceuticals, Inc. (“DPRX”) whereby Dipexium Acquisition Corp.(“AcquireCo”), a wholly-owned subsidiary of DPRX, will merge with and into the PLx (the “Merger”), and in consideration of DPRX, AcquireCo and PLx entering into the Agreement and Plan of Merger and Reorganization dated on or about December 22, 2016 (the “Merger Agreement;” all capitalized terms used in this Lock-Up Agreement without definition herein shall have the meanings ascribed to them in the Merger Agreement), the receipt and sufficiency of such consideration being hereby acknowledged and accepted, and in order to induce DPRX and PLx each to close the Merger, the undersigned (“Securityholder”), a holder of PLx Shares and/or PLx Convertible Debt (the “PLx Securities”) who will receive DPRX Shares in exchange for his, her or its PLx Securities hereby agrees with DPRX and PLx as follows:
AGREEMENT OF LEASE Between ROZA 14W LLC, Landlord, and DIPEXIUM PHARMACEUTICALS, INC. Tenant, Dated: March 1, 2016 PREMISES: Suite 3D New York, New York 10005Agreement of Lease • February 17th, 2016 • Dipexium Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
AGREEMENT OF LEASE, made as of this 1st day of March 2016, by and between the Landlord and Owner, ROZA 14W LLC, a Delaware limited liability company, having an office at 14 Wall Street, 17th Floor, New York, New York 10005 (hereinafter referred to as “Landlord”) and the Tenant, DIPEXIUM PHARMACEUTICALS, INC., a foreign business corporation, having an office at 61 Broadway, 19th Floor , New York, New York 10006 (hereinafter referred to as “Tenant”).
