INDEMNIFICATION AGREEMENTIndemnification Agreement • February 14th, 2017 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement ("Agreement") is made as of _________ __, 2016 by and between Adgero Biopharmaceuticals Holdings, Inc., a Delaware corporation (the "Company"), and ______________ ("Indemnitee").
EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2017 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New Jersey
This EMPLOYMENT AGREEMENT (this “Agreement”), dated April 8, 2016 and effective on the date of consummation of the initial closing of the private placement offering of the Company’s common stock (the “Effective Date”), is by and between ADGERO BIOPHARMACEUTICALS HOLDINGS, INC., a Delaware corporation (the “Company”) and Steven J. Rychnovsky (the “Executive”).
NONQUALIFIED STOCK OPTION GRANT AGREEMENTNonqualified Stock Option Grant Agreement • November 3rd, 2016 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Delaware
This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Adgero Biopharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”).
INCENTIVE STOCK OPTION GRANT AGREEMENTIncentive Stock Option Grant Agreement • February 14th, 2017 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Delaware
This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Adgero Biopharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2016 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of April 8, 2016 (the “Effective Date”) between Adgero Biopharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 17th, 2017 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New Jersey
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 11, 2017 is by and between ADGERO BIOPHARMACEUTICALS HOLDINGS, INC., a Delaware corporation (the “Company”) and John Liatos (the “Employee”).
VOTING AGREEMENTVoting Agreement • November 3rd, 2016 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
This VOTING AGREEMENT (this “Agreement”) is entered into as of April 8, 2016 (the “Effective Date”) by and among Adgero Biopharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), the parties listed as stockholders of Adgero Biopharmaceuticals, Inc. (the “Adgero Stockholders”) on the signature pages hereto and the parties listed as stockholders of the Company (the “Holdings Stockholders”) on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 14th, 2017 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 14th, 2017 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
This Placement Agency Agreement ("Agreement") sets forth the terms upon which Aegis Capital Corp., a New York corporation (“Aegis” or “Placement Agent”), a registered broker-dealer and member of the Financial Industry Regulatory Authority ("FINRA"), shall be engaged by Adgero Biopharmaceuticals, Inc., a Delaware corporation (“OPCO”) and Adgero Biopharmaceuticals Holdings, Inc., a Delaware corporation (“Issuer”), to act as exclusive Placement Agent in connection with the private placement (the “Offering”) of units (“Units”) of securities of Issuer, with each Unit consisting of (i) one (1) share of common stock, par value $0.0001 per share (the “Common Stock”), of Issuer (the “Shares”) and (ii) one (1) warrant (the “Warrants”), with each Warrant entitling the holder to purchase one share of Common Stock for a five-year period at an exercise price of $5.00 per share. The Offering will consist of a minimum of 600,000 Units ($3,000,000) (the “Minimum Amount”) and a maximum of 1,500,000 Unit
AGREEMENT AND PLAN OF MERGER by and among ADGERO BIOPHARMACEUTICALS HOLDINGS, INC., ADGERO ACQUISITION, INC., ADGERO BIOPHARMACEUTICALS, INC. and FRANK G. PILKIEWICZ, as the STOCKHOLDER REPRESENTATIVE Dated as of January 11, 2016Agreement and Plan of Merger • February 14th, 2017 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
THIS AGREEMENT AND PLAN OF MERGER, dated as of January 11, 2016 (this “Agreement”), by and among Adgero Biopharmaceuticals Holdings, Inc., a Delaware corporation (“Parent”), Adgero Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Adgero Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), and Frank G. Pilkiewicz, as Stockholder Representative (the “Stockholder Representative”).
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 14th, 2017 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations
This AMENDMENT to the ASSET PURCHASE AGREEMENT (this “Amendment”) is made as of May 12, 2014 (the “Effective Date”), by and between ADGERO BIOPHARMACEUTICALS, INC., a Delaware corporation (the “Buyer”) and ST. CLOUD INVESTMENTS, LLC, a limited liability corporation incorporated in the British Virgin Islands (the “Seller”). Capitalized terms used and not defined in this Amendment have the meanings given to them in the APA.
SUBSCRIPTION AGREEMENTSubscription Agreement • February 14th, 2017 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
ADGERO BIOPHARMACEUTICALS HOLDINGS, INC. Princeton, NJ 08540 WARRANT AGENT AGREEMENTWarrant Agent Agreement • October 17th, 2017 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
This Warrant Agent Agreement, dated as of August 14, 2017 (the “Agreement”), is entered into by and among Aegis Capital Corp. (the “Warrant Agent”) and Adgero Biopharmaceuticals Holdings, Inc. (“Adgero”).
6% CONVERTIBLE NOTEAdgero Biopharmaceuticals Holdings, Inc. • February 14th, 2017 • Pharmaceutical preparations • New York
THIS AMENDMENT NO. 1 TO 6% CONVERTIBLE NOTE, dated as of March 25, 2016 (this “Amendment”), between Adgero Biopharmaceuticals, Inc., a Delaware corporation (the “Company”) and Robert F. Hendrickson (the “Investor”).
AEGIS CAPITAL CORP. New York, New York 10019 Tel (212) 813-1010 / Fax (212) 813-1048Letter Agreement • February 14th, 2017 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
This letter agreement (the “Agreement”) confirms the engagement of Aegis Capital Corp. (“Aegis” or the “Placement Agent”) by Adgero Biopharmaceutical Holdings, Inc., a Delaware corporation (the “Company”), to act as exclusive placement agent to the Company in connection with a proposed offering (the “Offering”) of up to a maximum of 200,000 units (“Units”) of its securities in the amount of $1,000,000 (“Maximum Amount”), and up to an aggregate amount of 200,000 additional Units in the amount of $1,000,000 to cover over-allotments, if any (the “Over-Allotment Amount”). Each Unit shall consist of (i) one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and (ii) one warrant to purchase one share of Common Stock, for a five year period at an initial exercise price of $5.00 per share (each a “Warrant”). The purchase price for the Units will be $5.00 per Unit. The Offering shall be made in accordance with the exemption from the registration requirements o
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT, INCENTIVE STOCK OPTION GRANT AGREEMENT AND NONQUALIFIED STOCK OPTION GRANT AGREEMENTEmployment Agreement, Incentive Stock Option Grant Agreement and Nonqualified Stock Option Grant Agreement • February 14th, 2017 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations
This Amendment No. 1 (the “Amendment”) to that certain Employment Agreement (the “Employment Agreement”) by and between Laura Pflug (the “Employee”) and Adgero Biopharmaceuticals Holdings, Inc. (the “Company”) and to that certain Incentive Stock Option Grant Agreement (the “ISO Agreement”) by and between the Employee and the Company and to that certain Nonqualified Stock Option Grant Agreement (the “NQSO Agreement”) by and between the Employee and the Company, is effective as of February 8, 2017.
6% CONVERTIBLE NOTEAdgero Biopharmaceuticals Holdings, Inc. • February 14th, 2017 • Pharmaceutical preparations • New York
THIS AMENDMENT NO. 1 TO 6% CONVERTIBLE NOTE, dated as of March 21, 2016 (this “Amendment”), between Adgero Biopharmaceuticals, Inc., a Delaware corporation (the “Company”) and Adam K. Stern (the “Investor”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 14th, 2017 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT AND NONQUALIFIED STOCK OPTION GRANT AGREEMENTEmployment Agreement • February 14th, 2017 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations
This Amendment No. 1 (the “Amendment”) to that certain Employment Agreement (the “Employment Agreement”) by and between Frank Pilkiewicz (the “Employee”) and Adgero Biopharmaceuticals Holdings, Inc. (the “Company”) and to that certain Nonqualified Stock Option Grant Agreement (the “NQSO Agreement”) by and between the Employee and the Company, is effective as of February 8, 2017.
6% CONVERTIBLE NOTEAdgero Biopharmaceuticals Holdings, Inc. • November 3rd, 2016 • Pharmaceutical preparations • New York
THIS AMENDMENT NO. 1 TO 6% CONVERTIBLE NOTE, dated as of March 28, 2016 (this “Amendment”), between Adgero Biopharmaceuticals, Inc., a Delaware corporation (the “Company”) and Dr. Roman Perez Soler (the “Investor”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT, INCENTIVE STOCK OPTION GRANT AGREEMENT AND NONQUALIFIED STOCK OPTION GRANT AGREEMENTEmployment Agreement • February 14th, 2017 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations
This Amendment No. 1 (the “Amendment”) to that certain Employment Agreement (the “Employment Agreement”) by and between Steve Rychnovsky (the “Employee”) and Adgero Biopharmaceuticals Holdings, Inc. (the “Company”) and to that certain Incentive Stock Option Grant Agreement (the “ISO Agreement”) by and between the Employee and the Company and to that certain Nonqualified Stock Option Grant Agreement (the “NQSO Agreement”) by and between the Employee and the Company, is effective as of February 8, 2017.
RESTRICTED STOCK AWARD AGREEMENT ADGERO BIOPHARMACEUTICALS HOLDINGS, INC.Restricted Stock Award Agreement • February 14th, 2017 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Award Agreement (the “Agreement”), dated as of the “Award Date” set forth in the attached Exhibit A (the “Award Date”), is entered into between Adgero Biopharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Awardee”).
AMENDMENT TO PROMISSORY NOTEPromissory Note • November 3rd, 2016 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations
This Amendment (the “Amendment”) to the Promissory Note (as defined below) is made as of December 30, 2015, by and between Adgero Biopharmaceuticals, Inc., a Delaware corporation (the “Maker”) and Frank G. Pilkiewicz, PH.D. (and any successors or assigns, the “Holder”). Capitalized terms used and not defined in this Amendment have the meanings given to them in the Promissory Note.
SECOND AMENDMENT OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 17th, 2017 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
This Second Amendment of Registration Rights Agreement (this “Second Amendment”) is made and entered into effective as of the Effective Date (as defined below) between Adgero Biopharmaceuticals Holdings, Inc., a Delaware corporation (“Adgero,” or the “Company”), and the other parties to the Registration Rights Agreement, dated April 8, 2016, as amended (the “Agreement”), consisting of investors in the PPO (as defined below), certain bridge note investors who exchanged their bridge notes for securities identical to those sold in the PPO, and holders of replacement warrants (“Replacement Warrants”) that were issued in exchange for warrants to purchase shares of common stock of Adgero Biopharmaceuticals, Inc., a Delaware corporation, in connection with the Merger (as defined in the Agreement) (each, a “Purchaser” and collectively, the “Purchasers”).
