Jaguar Health, Inc. Sample Contracts

COMMON STOCK PURCHASE WARRANT JAGUAR ANIMAL HEALTH, INC.
Jaguar Animal Health, Inc. • November 29th, 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 [ ][SIX MONTHS FOLLOWING THE ISSUE DATE] (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 Jaguar Animal Health, 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 is being issued by the Company as of the date hereof pursuant to Section A.2 of the Engagement Agreement, dated as of November 15, 2016 between the Company and Rodman & Renshaw, a unit of H

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REGISTRATION RIGHTS AGREEMENT
Registration 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 AGREEMENT
Indemnification 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”).

COMMON STOCK PURCHASE WARRANT JAGUAR ANIMAL HEALTH, INC.
Jaguar Animal Health, Inc. • November 29th, 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 [ ][SIX MONTHS FOLLOWING THE ISSUE DATE] (the “Initial Exercise Date”) and on or prior to the close of business on the one (1) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Jaguar Animal Health, 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 AGREEMENT
Securities 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”).

REGISTRATION RIGHTS AGREEMENT
Registration 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 WARRANT JAGUAR HEALTH, INC.
Jaguar Health, Inc. • October 5th, 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 during the period (the “Exercise Period”) commencing on the Issuance Date (the “Initial Exercise Date”) and ending 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 Jaguar Health, 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 AGREEMENT
Securities 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”).

SERIES 3 COMMON STOCK PURCHASE WARRANT JAGUAR HEALTH, Inc.
Jaguar Health, Inc. • May 22nd, 2020 • Pharmaceutical preparations • New York

THIS SERIES 3 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 earlier of (1) the date Stockholder Approval (as defined in the Inducement Offer Letter) is obtained or (2) November __, 2020 (the “Initial Exercise Date”) and on or prior to the Termination Date (as defined in Section 1 below) but not thereafter, to subscribe for and purchase from Jaguar Health, Inc., a Delaware corporation (the “Company”), up to _________________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock (“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 AGREEMENT
Placement Agency Agreement • January 14th, 2021 • Jaguar Health, Inc. • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE AGREEMENT
Common 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 AGREEMENT
Registration 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”).

Form of Representative’s Warrant Agreement
Jaguar 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.

] 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 AGREEMENT
Investors’ 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 SECURITIES PURCHASE AGREEMENT
Form 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 AGREEMENT
The 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:

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT JAGUAR HEALTH, INC.
Jaguar Health, Inc. • March 26th, 2019 • Pharmaceutical preparations • New York

THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Ladenburg Thalmann & Co. Inc. 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 the Termination Date (as defined in Section 5 below) but not thereafter, to subscribe for and purchase from Jaguar Health, 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 is issued by the Company as of the date hereof pursuant to the Placement Agency Agreement, dated as of March , 2019, between the Company and the Holder.

REGISTRATION RIGHTS AGREEMENT
Registration 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 AGREEMENT
Securities 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”).

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • April 30th, 2021 • Jaguar Health, Inc. • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE AGREEMENT
Common 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.

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SECURITY AGREEMENT
Security 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 AGREEMENT
Common 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 Agreement
Royalty 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”).

JAGUAR HEALTH, INC. COMMON STOCK WARRANT
Jaguar Health, Inc. • April 4th, 2019 • 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:

Contract
Jaguar 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 2375
Office 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 AGREEMENT
Registration 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”).

EQUITY PURCHASE AGREEMENT
Equity 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 , 2019
Warrant 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”).

SECURITIES PURCHASE AGREEMENT
Securities 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”).

GLOBAL AMENDMENT #2
Jaguar Health, Inc. • October 5th, 2023 • Pharmaceutical preparations

This Global Amendment No. 2 (this “Amendment”) is entered into as of September 29, 2023 by and between Iliad Research and Trading, L.P., a Utah limited partnership (“Investor”), and Jaguar Health, Inc. a Delaware corporation (“Company”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Royalty Interest (as defined below).

Contract
Jaguar 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.

COMMON STOCK PURCHASE WARRANT JAGUAR HEALTH, INC.
Common Stock Purchase Warrant • April 8th, 2021 • Jaguar Health, Inc. • Pharmaceutical preparations • New York

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Oasis Capital, LLC, a Puerto Rico limited liability company (including any permitted and 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 the date of issuance hereof, to purchase from Jaguar Health, Inc., a Delaware corporation (the “Company”), up to 100,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the Issuance Date in connection with that certain First Amendment to the Equity Line Purchase Agreement, dated April 7, 2021, by and between the Company and the Holder (the “Agreement”).

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