SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 29th, 2016 • Jaguar Animal Health, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 22, 2016, between Jaguar Animal Health 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 • November 29th, 2016 • Jaguar Animal Health, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 22, 2016, between Jaguar Animal Health, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • August 27th, 2014 • Jaguar Animal Health, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [ · ], between Jaguar Animal Health, Inc., a Delaware corporation (the “Company”), and [ · ](“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 2019 • Jaguar Health, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 13, 2019, between Jaguar Health, 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 • April 30th, 2021 • Jaguar Health, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 29, 2021, between Jaguar Health, 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 • March 26th, 2020 • Jaguar Health, Inc. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 24, 2020 (the “Execution Date”), is entered into by and between JAGUAR HEALTH, INC., a Delaware corporation (the “Company”), and OASIS CAPITAL, LLC, a Puerto Rico limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Equity Purchase Agreement by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • June 9th, 2016 • Jaguar Animal Health, Inc. • Pharmaceutical preparations • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of June 8, 2016, by and between JAGUAR ANIMAL HEALTH, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 9th, 2016 • Jaguar Animal Health, Inc. • Pharmaceutical preparations • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 8, 2016, by and between JAGUAR ANIMAL HEALTH, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock 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”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • April 30th, 2021 • Jaguar Health, Inc. • Pharmaceutical preparations • New York
] SHARES OF COMMON STOCK, [ ] SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO [ ] SHARES OF COMMON STOCK) AND SERIES 1 WARRANTS EXERCISABLE INTO [ ] SHARES OF COMMON STOCK AND SERIES 2 WARRANTS EXERCISABLE INTO [ ] SHARES OF COMMON...Underwriting Agreement • July 18th, 2019 • Jaguar Health, Inc. • Pharmaceutical preparations • New York
The undersigned, Jaguar Health, Inc., a Delaware corporation (collectively with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries of Jaguar Health, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters, if any (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.
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 27th, 2014 • Jaguar Animal Health, Inc. • Pharmaceutical preparations • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 5th day of February, 2014, by and among Jaguar Animal Health, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
Form of Representative’s Warrant AgreementJaguar Animal Health, Inc. • April 17th, 2015 • Pharmaceutical preparations • Delaware
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 180 DAYS FOLLOWING THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT (DEFINED BELOW) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • January 14th, 2021 • Jaguar Health, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 13, 2021, between Jaguar Health, 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”).
AT THE MARKET OFFERING AGREEMENTThe Market Offering Agreement • December 10th, 2021 • Jaguar Health, Inc. • Pharmaceutical preparations • New York
Jaguar Health, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Ladenburg Thalmann & Co. Inc. (the “Manager”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2019 • Jaguar Health, Inc. • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [·], 2019 (the “Execution Date”), is entered into by and between JAGUAR HEALTH, INC., a Delaware corporation (the “Company”), and [·], [a [·] company]/[ [ [·], an individual resident of [·]]] (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Securities Purchase Agreement by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 22nd, 2019 • Jaguar Health, Inc. • Pharmaceutical preparations • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of [·], 2019, (the “Execution Date”), is entered into by and between JAGUAR HEALTH, INC., a Delaware corporation, (the “Company”), and [[·], a [·] company]/[ [·], an individual resident of [·]] (the “Buyer”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • January 8th, 2019 • Jaguar Health, Inc. • Pharmaceutical preparations • Kansas
THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of January 7, 2019, is entered into by and between JAGUAR HEALTH, INC., a Delaware corporation (the “Company”), and OASIS CAPITAL, LLC, a Puerto Rico limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
SECURITY AGREEMENTSecurity Agreement • June 3rd, 2019 • Jaguar Health, Inc. • Pharmaceutical preparations • Utah
THIS SECURITY AGREEMENT (this “Agreement”), dated as of May 28, 2019 (the “Effective Date”), is executed by Jaguar Health, Inc., a Delaware corporation (“Debtor”), in favor of Chicago Venture Partners, L.P., a Utah limited partnership (“Secured Party”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • April 1st, 2019 • Jaguar Health, Inc. • Pharmaceutical preparations • Kansas
THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of April 1, 2019, is entered into by and between JAGUAR HEALTH, INC., a Delaware corporation (the “Company”), and OASIS CAPITAL, LLC, a Puerto Rico limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
Royalty Interest Purchase AgreementRoyalty Interest Purchase Agreement • August 30th, 2022 • Jaguar Health, Inc. • Pharmaceutical preparations • Utah
This Royalty Interest Purchase Agreement (this “Agreement”), dated as of August 24, 2022, is entered into by and between Jaguar Health, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).
ContractJaguar Animal Health, Inc. • April 17th, 2015 • Pharmaceutical preparations • New York
THIS WARRANT AND ANY COMMON STOCK ISSUED UPON THE EXERCISE OF THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT. NOTWITHSTANDING THE FOREGOING, THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES.
201 MISSION SAN FRANCISCO, CALIFORNIA OFFICE LEASE AGREEMENT BETWEEN CA-MISSION STREET LIMITED PARTNERSHIP, a Delaware limited partnership (“LANDLORD”) AND JAGUAR HEALTH, INC., a Delaware corporation (“TENANT”) SUITE 2375Office Lease Agreement • September 4th, 2018 • Jaguar Health, Inc. • Pharmaceutical preparations • California
THIS OFFICE LEASE AGREEMENT (this “Lease”) is entered into as of August 30, 2018 (the “Effective Date”), by and between CA-MISSION STREET LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and JAGUAR HEALTH, INC., a Delaware corporation (“Tenant”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 8th, 2021 • Jaguar Health, Inc. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 7, 2021 (the “Execution Date”), is entered into by and between JAGUAR HEALTH, INC., a Delaware corporation (the “Company”), and OASIS CAPITAL, LLC, a Puerto Rico limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain First Amendment to the Equity Purchase Agreement by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified from time to time, the “Amendment”).
JAGUAR ANIMAL HEALTH, INC. COMMON STOCK WARRANTJaguar Animal Health, Inc. • April 17th, 2015 • Pharmaceutical preparations • Delaware
Holder is an “Accredited Investor” as that term is defined in Regulation D promulgated by the Securities and Exchange Commission. The term “Accredited Investor” under Regulation D refers to:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 27th, 2018 • Jaguar Health, Inc. • Pharmaceutical preparations • Utah
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 21, 2018, is entered into by and between JAGUAR HEALTH, INC., a Delaware corporation (“Company”), and CHICAGO VENTURE PARTNERS, L.P., a Utah limited partnership, its successors and/or assigns (“Investor”).
ContractJaguar Health, Inc. • March 27th, 2018 • Pharmaceutical preparations • Utah
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
FORM OF UNDERWRITING AGREEMENT between JAGUAR ANIMAL HEALTH, INC. and AEGIS CAPITAL CORP., as Representative of the Several UnderwritersForm of Underwriting Agreement • January 26th, 2016 • Jaguar Animal Health, Inc. • Pharmaceutical preparations • New York
Aegis Capital Corp. As Representative of the several Underwriters named on Schedule 1 attached hereto 810 Seventh Avenue, 18th Floor New York, New York 10019
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • March 26th, 2020 • Jaguar Health, Inc. • Pharmaceutical preparations • New York
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 24, 2020 (the “Execution Date”), by and between Jaguar Health, Inc., a Delaware corporation (the “Company”), and Oasis Capital, LLC, a Puerto Rico limited liability company (the “Investor”).
JAGUAR HEALTH, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Warrant Agent Warrant Agency Agreement Dated as of , 2019Warrant Agency Agreement • July 15th, 2019 • Jaguar Health, Inc. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of , 2019 (“Agreement”), between Jaguar Health, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 12th, 2018 • Jaguar Health, Inc. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 11, 2018 (the “Execution Date”), is entered into by and between JAGUAR HEALTH, INC., a Delaware corporation (the “Company”), and CHARLES CONTE, an individual resident of the State of New York (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Securities Purchase Agreement by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
EMPLOYEE LEASING AND OVERHEAD ALLOCATION AGREEMENTEmployee Leasing and Overhead Allocation Agreement • August 27th, 2014 • Jaguar Animal Health, Inc. • Pharmaceutical preparations • California
This EMPLOYEE LEASING AND OVERHEAD ALLOCATION AGREEMENT (the “Agreement”), dated July 1, 2013, is made and entered into by and between Napo Pharmaceuticals, Inc., a Delaware corporation (“Napo”), and Jaguar Animal Health, Inc., a Delaware corporation (“JAG”), with reference to the following facts:
AMENDED AND RESTATED license AND SERVICES AGREEMENTLicense and Services Agreement • October 14th, 2022 • Jaguar Health, Inc. • Pharmaceutical preparations • California
This AMENDED AND RESTATED LICENSE AND Services AGREEMENT (this “Agreement”) is entered into as of October 11, 2022 (the “Restatement Date”) by and among Jaguar Health, Inc., a Delaware corporation (“Licensor”), SynWorld Technologies Corporation, a corporation duly incorporated under the laws of Canada (“Licensee”), solely for purposes of Sections 9.4 (Representations and Warranties of Licensee, Licensee Guarantor and Parent), 10.3 (Indemnification by Licensee Guarantor and Parent) and 13.13 (Guaranty), C&E Telecom, LTD, a company organized under the laws of the British Virgin Islands (“Licensee Guarantor”), and, solely for purposes of Sections 9.4 (Representations and Warranties of Licensee, Licensee Guarantor and Parent) and 10.3 (Indemnification by Licensee Guarantor and Parent), Tao Wang, an individual (“Parent”). Licensor and Licensee and, solely for purposes of Article 10 (Indemnification; Liability; Insurance), Licensee Guarantor and Parent are referred to in this Agreement indiv
FORM OF WARRANTJaguar Animal Health, Inc. • May 26th, 2017 • Pharmaceutical preparations • California
FOR VALUE RECEIVED, NAPO PHARMACEUTICALS, INC., a Delaware corporation (the “Corporation” or the “Company”), hereby grants to , or registered assigns (“Holder” and together with the Company, the “Parties”), the right to purchase from the Corporation (“Warrant”), shares of the Common Stock of the Corporation (the “Warrant Shares”), subject to the following terms and conditions:
FORM OF CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • August 27th, 2014 • Jaguar Animal Health, Inc. • Pharmaceutical preparations • California
THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (the “Agreement”) is dated for references purposes as of June 2, 2014 (the “Effective Date”), by and between Jaguar, Inc., a Delaware corporation (the “Company”) and the investor whose name and signature are set forth on the signature page to this Agreement (the “Investor”).
AMENDED AND RESTATED LICENSE AGREEMENT by and between NAPO PHARMACEUTICALS, INC. and JAGUAR ANIMAL HEALTH, INC. originally dated as of January 27, 2014 and amended and restated as of August 6, 2014License Agreement • August 27th, 2014 • Jaguar Animal Health, Inc. • Pharmaceutical preparations • California
This Amended and Restated License Agreement (this “Agreement”) is made originally as of January 27, 2014 (the “Effective Date”) and amended and restated as of August 6, 2014 (the “Restatement Date”), by and between Napo Pharmaceuticals, Inc., a Delaware corporation, having offices located at 185 Berry Street, Suite 1300, San Francisco, California 94107 (“Napo”), and Jaguar Animal Health, Inc., a Delaware corporation, having offices located at 185 Berry Street, Suite 1300, San Francisco, California 94107 (“JAH”). Napo and JAH are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” All capitalized terms used herein are defined either in the Section 1 below or within the context of the section where the term is first used in this Agreement. This Agreement as amended and restated as of the Restatement Date amends and restates (and replaces and supersedes) in its entirety this Agreement as originally executed, to the extent of any conflict, all of the f