FORM OF Placement Agent Warrant Blue Water Vaccines Inc.Blue Water Vaccines Inc. • August 11th, 2022 • Pharmaceutical preparations
THIS Placement Agent 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 date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 11, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Blue Water Vaccines Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s 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 pursuant to that certain engagement letter, dated as of August 6, 2022, by and between the Company and H.C. Wainwright & Co., LLC.
BLUE WATER VACCINES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 29th, 2021 • Blue Water Vaccines Inc. • Pharmaceutical preparations • New York
The undersigned, Blue Water Vaccines, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters;”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), an aggregate of [____] units (the “Firm Units” or “Units”) of the Company’s securities, and, at the election of the Representative, up to an additional [_________] Option Shares (as defined herein and collectively with the shares of Common Stock underlying the Firm Units, the “Shares”), and/or up to an additional [_____] Option Warrants (as defined herein and collectively with warrants underlying the Firm Units, the “Warrants”). Each Unit consists of one share of the Company’s common stock, par value $0.00001 per share (the “Common Stock”) and one Warrant. Each Warrant entitles the holder to purchas
COMMON STOCK PURCHASE WARRANT BLUE WATER VACCINES, INC.Blue Water Vaccines Inc. • January 6th, 2022 • Pharmaceutical preparations • New York
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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 20__1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Blue Water Vaccines, 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 shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 8th, 2021 • Blue Water Vaccines Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of __, 202[ ] between Blue Water Vaccines Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
BLUE WATER VACCINES, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent Warrant Agency Agreement Dated as of [ ] __, 2022 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • January 6th, 2022 • Blue Water Vaccines Inc. • Pharmaceutical preparations • California
WARRANT AGENCY AGREEMENT, dated as of [ ] __, 2022 (“Agreement”), between Blue Water Vaccines, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Continental Stock Transfer & Trust Company., a corporation organized under the laws of [ ] (the “Warrant Agent”).
AT THE MARKET OFFERING AGREEMENT March 29, 2023Market Offering Agreement • March 29th, 2023 • Blue Water Vaccines Inc. • Pharmaceutical preparations • New York
Blue Water Vaccines Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • August 11th, 2022 • Blue Water Vaccines Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 9, 2022, between Blue Water Vaccines 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”).
PREFERRED INVESTMENT OPTION Blue Water Biotech, Inc.Blue Water Biotech, Inc. • August 3rd, 2023 • Pharmaceutical preparations • New York
THIS PREFERRED INVESTMENT OPTION (the “Preferred Investment Option”) 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 date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 2, 2028, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Blue Water Biotech, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Preferred Investment Option Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Preferred Investment Option shall be equal to the Exercise Price, as defined in Section 2(b).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • August 11th, 2022 • Blue Water Vaccines Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 9, 2022, by and between Blue Water Vaccines Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
BLUE WATER VACCINES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 8th, 2022 • Blue Water Vaccines Inc. • Pharmaceutical preparations • New York
The undersigned, Blue Water Vaccines, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters;”), for whom Boustead Securities, LLC is acting as representative (in such capacity, the “Representative”), an aggregate of 2,222,222 shares (the “Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”) The offering and sale of the Shares contemplated by this Agreement is referred to herein as the “Offering.”
EMPLOYMENT AGREEMENTEmployment Agreement • October 10th, 2023 • Blue Water Biotech, Inc. • Pharmaceutical preparations • Delaware
This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of October 4, 2023 by and between Blue Water Biotech, Inc., a Delaware corporation (the “Company”) and Dr. Neil J. Campbell (“Executive”).
ContractBlue Water Vaccines Inc. • October 8th, 2021 • Pharmaceutical preparations
These General Terms and Conditions apply to Office/Co-Working, Virtual Office and Membership agreements for services We supply to You.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 10th, 2023 • Blue Water Biotech, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is entered into as of the [__] day of [__] by and between Blue Water Biotech, Inc., (the “Company”), and [__] (“Indemnitee”).
BLUE WATER VACCINES INC., as ISSUER and [ ], as INDENTURE TRUSTEE INDENTURE Dated as of [ ]Indenture • March 9th, 2023 • Blue Water Vaccines Inc. • Pharmaceutical preparations • New York
Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.
ASSET PURCHASE AGREEMENT BY AND BETWEEN BLUE WATER VACCINES INC. AND VERU INC. DATED AS OF APRIL 19, 2023Asset Purchase Agreement • April 20th, 2023 • Blue Water Vaccines Inc. • Pharmaceutical preparations • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 19, 2023 by and between BLUE WATER VACCINES INC., a Delaware corporation (“Buyer”), and VERU INC., a Wisconsin corporation (“Seller”).
EMPLOYMENT AGREEMENT betweenEmployment Agreement • April 11th, 2024 • Onconetix, Inc. • Pharmaceutical preparations
FORBEARANCE AGREEMENTForbearance Agreement • April 26th, 2024 • Onconetix, Inc. • Pharmaceutical preparations • Delaware
THIS FORBEARANCE AGREEMENT (this “Agreement”) is entered into as of this 24th day of April, 2024 (the “Effective Date”), by and among Onconetix, Inc., a Delaware corporation (“Borrower”), and Veru Inc., a Wisconsin corporation (“Holder”). Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Promissory Notes (as defined below).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • November 29th, 2021 • Blue Water Vaccines Inc. • Pharmaceutical preparations • Ohio
THIS EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is made and effective as of June , 2021 (the Effective Date”) by and between Blue Water Vaccines ___________________________________, having a principal place of business at 201 E Fifth Street, Suite 1900 Cincinnati, OH 45202 (“Company”), and Children’s Hospital Medical Center, d/b/a Cincinnati Children’s Hospital Medical Center (“CHMC”), having a principal place of business at 3333 Burnet Avenue, Cincinnati, Ohio 45229-3039, USA.
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • December 21st, 2023 • Onconetix, Inc. • Pharmaceutical preparations
This STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of December 15, 2023, by and among Blue Water Biotech, Inc., a Delaware corporation (“Buyer”), Proteomedix AG, a Swiss Company (the “Company”), and the stockholders of the Company whose names appear on the signature pages of this Agreement (each, a “Company Stockholder”, and collectively, the “Company Stockholders”).
SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • July 25th, 2022 • Blue Water Vaccines Inc. • Pharmaceutical preparations • Ohio
THIS SPONSORED RESEARCH AGREEMENT is made and effective as of June 30, 2022 (the “Effective Date”) by and between Children’s Hospital Medical Center, d/b/a Cincinnati Children’s Hospital Medical Center (“CHMC”) located at 3333 Burnet Avenue, Cincinnati, Ohio 45229-3039, and Blue Water Vaccines, located at 201 E. Fifth Street, Suite 1900, Cincinnati, Ohio 45202, (“Sponsor”).
AMENDMENT TO EMPLOYMENT AGREEMENT betweenEmployment Agreement • April 11th, 2024 • Onconetix, Inc. • Pharmaceutical preparations
The parties have entered into an employment agreement dated November 23, 2011 (the “Employment Agreement”) and a corresponding Confidentiality and Assignment Agreement dated November 23, 2011 (the “Assignment Agreement”). The parties have further concluded a:n amendment to the Employment Agreement dated October 16, 2020 (the “Amendment No. 1”).
PROJECT ADDENDUM II TO MASTER SERVICES AGREEMENTMaster Services Agreement • October 8th, 2021 • Blue Water Vaccines Inc. • Pharmaceutical preparations
This Project Addendum is effectively dated as of May 21, 2021 (the “Effective Date”) by and between Blue Water Vaccines, Inc., a Delaware corporation having a principal place of business at 15 East Putnam Avenue, Suite 363, Greenwich, CT 06830 (“Blue Water” or “Client”), and Ology Bioservices, Inc., a Delaware corporation having a principal place of business at 13200 NW Nano Court, Alachua, Florida 32615 (“Ology Bio”). Blue Water and Ology Bio are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
NON-COMPETE AGREEMENTNon-Compete Agreement • April 20th, 2023 • Blue Water Vaccines Inc. • Pharmaceutical preparations • Delaware
THIS NON-COMPETE AGREEMENT (this “Agreement”) is made and entered into as of April __, 2023, by and between [ ● ] (the “Restricted Party”) and Blue Water Vaccines Inc., a Delaware corporation (the “Buyer”). Except as otherwise provided herein, capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in that certain Asset Purchase Agreement (the “Purchase Agreement”), dated of even date herewith, by and between Buyer and Veru Inc., a Wisconsin corporation (“Seller”).
PATENT & Technology LICENSE AGREEMENT AGT. No. HSC-1316-LA1Technology License Agreement • May 12th, 2023 • Blue Water Biotech, Inc. • Pharmaceutical preparations • Texas
This Patent and Technology License Agreement is between the Licensor and the Licensee identified below (collectively, “Parties”, or singly, “Party”).
FORM OF AMENDMENT TO ASSET purchase agreementAsset Purchase Agreement • October 20th, 2023 • Blue Water Biotech, Inc. • Pharmaceutical preparations • North Carolina
This Amendment to Asset Purchase Agreement (the “Amendment”) is made effective as of October 4, 2023 by and between WraSer, LLC, a Mississippi limited liability company and Xspire Pharma, LLC, a Mississippi limited liability company (collectively, the “Seller”), Legacy-Xspire Holdings, LLC, a Delaware limited liability company and the parent company of the Seller (“Parent”) and Blue Water Biotech, Inc., a Delaware corporation (“Buyer”). Seller and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SUBSCRIPTION AGREEMENT December 15, 2023Subscription Agreement • December 21st, 2023 • Onconetix, Inc. • Pharmaceutical preparations
In connection with the proposed acquisition (the “Transaction”) by Blue Water Biotech, Inc., a Delaware corporation (together with its successors, the “Company”) of Proteomedix AG, a Swiss company (together with its successors, the “Target”), pursuant to and in accordance with that certain Share Exchange Agreement, dated as of the date hereof (as it may be amended, the “Share Exchange Agreement”), by and among, the Company and the Target, the Company is seeking commitments to purchase up to Five Million Dollars ($5 million) of units (the “Units”), each unit comprised of (i) one (1) share of the Company’s common stock, par value $0.00001 per share (the “Company Shares”), and (ii) one (1) pre-funded warrant (the “Warrants”) to purchase 0.3 of one Company Share at an exercise price of $0.001 per share, for an aggregate purchase price per Unit of $0.25 (the “Purchase Price”), in a private placement to be conducted by the Company (the “Offering”). Pursuant to the Share Exchange Agreement, u
EXCLUSIVE LICENSE AGREEMENT BETWEENLicense Agreement • November 5th, 2021 • Blue Water Vaccines Inc. • Pharmaceutical preparations • Tennessee
THIS LICENSE AGREEMENT (the “Agreement”) is entered into as of January 27, 2020 (the “EFFECTIVE DATE”) by and between ST. JUDE CHILDREN’S RESEARCH HOSPITAL, INC., a Tennessee not-for-profit corporation having an address at 262 Danny Thomas Place, Memphis, TN 38105 (“ST. JUDE” or “LICENSOR”), and Blue Water Vaccines, Inc., a Delaware corporation, having an address at 2014 Courtland Avenue, Cincinnati, OH 06830 (“COMPANY”) (ST. JUDE and COMPANY hereinafter each referred to as a “PARTY”, or collectively referred to as the “PARTIES”) with respect to the following:
AMENDMENT TO ASSET purchase agreementAsset Purchase Agreement • October 3rd, 2023 • Blue Water Biotech, Inc. • Pharmaceutical preparations
This Amendment to Asset Purchase Agreement (the “Amendment”) is made effective as of September 29, 2023 by and between Veru Inc., a Wisconsin corporation (the “Seller”), and Blue Water Biotech, Inc., a Delaware corporation (“Buyer”). Seller and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meanings set forth in the APA (as defined below).
ContractBlue Water Vaccines Inc. • October 8th, 2021 • Pharmaceutical preparations
LICENSE AGREEMENTLicense Agreement • April 11th, 2024 • Onconetix, Inc. • Pharmaceutical preparations • Delaware
This License Agreement (“Agreement”) is made effective upon the date this Agreement is signed by both parties (the “Effective Date”), by and between Proteomedix AG, a Swiss company having a place of business at Wagistrasse 23, 8952 Schlieren, Switzerland (“Proteomedix”), and Laboratory Corporation of America Holdings, a Delaware corporation, have a place of business at 531 South Spring Street, Burlington, NC 27215 (“Labcorp”).
EXCLUSIVE LICENSE AGREEMENT AMENDMENT #1Exclusive License Agreement • May 13th, 2022 • Blue Water Vaccines Inc. • Pharmaceutical preparations
This Amendment (“Amendment”), effective as of May 11, 2022 (Effective Date), amends that certain Exclusive License Agreement of January 27, 2020 by and between Blue Water Vaccines, Inc. (Company) and St. Jude Children’s Research Hospital, Inc. (St. Jude) (the “License Agreement”).
Master Service Agreement between Blue Water Vaccines, Inc. & Ology Bioservices, Inc.Master Service Agreement • October 8th, 2021 • Blue Water Vaccines Inc. • Pharmaceutical preparations • Delaware
This Master Service Agreement (this “Agreement”) is made effective as of the 19th day of July, 2019 (the “Effective Date”) by and between Blue Water Vaccines, Inc., a Delaware Company with offices at 15 East Putnam Avenue, Suite 363, Greenwich, CT 06830 (“Client”), and Ology Bioservices, Inc., a Delaware corporation having a principal place of business at 13200 N.W. Nano Court, Alachua, Florida 32615 (“Ology Bio”). Client and Ology Bio are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • December 21st, 2023 • Onconetix, Inc. • Pharmaceutical preparations • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of December 15, 2023 by and between (i) Blue Water Biotech, Inc., a Delaware corporation (together with its successors, the “Buyer”), and (ii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Share Exchange Agreement (as defined below).
CONSULTING AGREEMENTConsulting Agreement • January 19th, 2024 • Onconetix, Inc. • Pharmaceutical preparations • Florida
THIS CONSULTING AGREEMENT (the “Consulting Agreement”) is entered into as of January 17, 2024 by and between THE AETOS GROUP, a Florida limited liability corporation, with its primary place of business at 3501 S. Main Street, Suite 1, Gainesville, FL 32601 (“Aetos”), and ONCONETIX, INC. f/k/a BLUE WATER BIOTECH, INC., an Ohio for profit organization with its principal place of business at 201 E. Fifth Street, Cincinnati, OH 45202 (the “Company”). Aetos and the Company are collectively the “Parties” and each a “Party.”
PROJECT ADDENDUM 1 TO MASTER SERVICES AGREEMENTMaster Services Agreement • October 8th, 2021 • Blue Water Vaccines Inc. • Pharmaceutical preparations
This Project Addendum is effectively dated as of October 9, 2019 (the “Effective Date”) by and between Blue Water Vaccines, Inc. a Delaware corporation located at 15 East Putnam Avenue, Suite 363, Greenwich, CT 06830 (“Blue Water”) and Ology Bioservices, Inc., a Delaware corporation having a principal place of business at 13200 N.W. Nano Court, Alachua, Florida 32615 (“Ology Bio”). Blue Water and Ology Bio are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
