6,000,000 Units LifeSci Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • March 11th, 2020 • LifeSci Acquisition Corp. • Blank checks • New York
The undersigned, LifeSci Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you,” “Chardan,” or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 29th, 2021 • Vincerx Pharma, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ___________, 20__ between Vincerx Pharma, Inc., a Delaware corporation (the “Company”), and _____________ (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • March 11th, 2020 • LifeSci Acquisition Corp. • Blank checks • New York
This Warrant Agreement (“Warrant Agreement”) is made as of March 5, 2020, by and between LifeSci Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 11th, 2020 • LifeSci Acquisition Corp. • Blank checks • New York
This Agreement is made as of March 5, 2020 by and between LifeSci Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • December 30th, 2020 • Vincera Pharma, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 23rd day of December 2020, by and among LifeSci Acquisition Corp., a Delaware corporation (the “Company”), and the persons and entities listed on Schedule A attached hereto (the “Stockholders”).
LifeSci Acquisition Corp.Underwriting Agreement • February 28th, 2020 • LifeSci Acquisition Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between LifeSci Acquisition Corp., a Delaware corporation (the “Company”) and Chardan Capital Markets, LLC, as representative (the “Representative”) of the Underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of Common Stock of the Company, par value $0.0001 per share (the “Common Stock”), and one warrant, with each warrant being exercisable to purchase one share of Common Stock at a price of $11.50 per full share (“Warrant”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 28th, 2020 • LifeSci Acquisition Corp. • Blank checks • New York
This Agreement is made as of _______, 2020 by and between LifeSci Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 28th, 2020 • LifeSci Acquisition Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of ________, 2020 (“Agreement”), by and among LIFESCI ACQUISITION CORP., a Delaware corporation (“Company”) and the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 14th, 2021 • Vincerx Pharma, Inc. • Pharmaceutical preparations • California
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), dated as of December 23, 2020, is by and between Vincera Pharma, Inc., a Delaware corporation (the “Company”), and Sooin Hwang, PhD (“Executive”).
WARRANT TO PURCHASE COMMON STOCK VINCERX PHARMA, INC.Vincerx Pharma, Inc. • April 26th, 2024 • Pharmaceutical preparations
THIS WARRANT TO PURCHASE COMMON STOCK (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 Issue Date and on or prior to 5:00 p.m. (New York City time) on April [ ], 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Vincerx Pharma, Inc, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of common stock, $0.0001 par value per share, of the Company (“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).
VINCERX PHARMA, INC. 2020 STOCK INCENTIVE PLAN (Adopted by the Board of Directors on December 16, 2020) (Approved by the Stockholders on December 22, 2020) (Effective on December 23, 2020)2020 Stock Incentive Plan • January 29th, 2021 • Vincerx Pharma, Inc. • Pharmaceutical preparations • Delaware
MERGER AGREEMENT dated September 25, 2020 by and among LifeSci Acquisition Corp., a Delaware corporation as the Purchaser, LifeSci Acquisition Merger Sub, Inc., Delaware corporation, as Merger Sub, Vincera Pharma, Inc., a Delaware corporation, as the...Merger Agreement • December 30th, 2020 • Vincera Pharma, Inc. • Pharmaceutical preparations • Delaware
This MERGER AGREEMENT (the “Agreement”), dated as of September 25, 2020, by and among LifeSci Acquisition Corp., a Delaware corporation (the “Purchaser”), LifeSci Acquisition Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Purchaser (“Merger Sub”), Vincera Pharma, Inc., a Delaware corporation (the “Company”), and Raquel Izumi, an individual (the “Stockholders’ Representative”), as the representative of the stockholders of the Company (each, a “Stockholder” and collectively the “Stockholders”).
STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - GROSSVincera Pharma, Inc. • December 30th, 2020 • Pharmaceutical preparations
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • December 30th, 2020 • Vincera Pharma, Inc. • Pharmaceutical preparations • Delaware
THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made as of December 23, 2020, by and among LifeSci Acquisition Corp., a Delaware corporation (the “Company”), the persons and entities listed on Schedule A attached hereto (the “Founder Stockholders”), and the persons and entities listed on Schedule B attached hereto (the “Investor Stockholders,” and together with the Founder Stockholders, the “Voting Stockholders”). The Voting Stockholders and the Company are each a “party” and are collectively the “parties.”
LIFESCI ACQUISITION CORP. 250 W. 55th St., #3401 New York, NY 10019 March 5, 2020LifeSci Acquisition Corp. • March 11th, 2020 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of LifeSci Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), LifeSci Capital LLC (“LC”) shall make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 250 W. 55th St., #3401, New York, NY 10019 (or any successor location). In exchange therefore, the Company shall pay LC a sum not to exceed $10,000 per month, respectively, on the Effective Date and continuing monthly thereafter until the Termination Date. LC hereby agre
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 16th, 2021 • Vincerx Pharma, Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 15, 2021 by and among Vincerx Pharma, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of September 15, 2021 (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
VINCERX PHARMA, INC. (a Delaware corporation) 6,000,000 Shares of Common Stock Pre-Funded Warrants to Purchase 16,000,000 Shares of Common Stock Warrants to Purchase 22,000,000 Shares of Common Stock UNDERWRITING AGREEMENTVincerx Pharma, Inc. • April 26th, 2024 • Pharmaceutical preparations • New York
LIFESCI ACQUISITION CORP. 250 W. 55th St., #3401 New York, NY 10019LifeSci Acquisition Corp. • March 3rd, 2020 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of LifeSci Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), [__], LLC (“[__]”) shall make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 250 W. 55th St., #3401, New York, NY 10019 (or any successor location). In exchange therefore, the Company shall pay [__] a sum not to exceed $10,000 per month, respectively, on the Effective Date and continuing monthly thereafter until the Termination Date. [__] hereby agrees t
RESALE LOCK-UP AGREEMENTResale Lock-Up Agreement • December 30th, 2020 • Vincera Pharma, Inc. • Pharmaceutical preparations • Delaware
This Resale Lock-Up Agreement (this “Agreement”) is dated as of December 23, 2020, by and between the stockholder set forth on the signature page to this Agreement (the “Holder”) and LifeSci Acquisition Corp., a Delaware corporation (the “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 16th, 2021 • Vincerx Pharma, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 15, 2021 by and among Vincerx Pharma, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
VINCERX PHARMA, INC. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENTSales Agreement • March 29th, 2024 • Vincerx Pharma, Inc. • Pharmaceutical preparations • New York
Vincerx Pharma, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC (the “Agent”), as follows:
March 5, 2020Underwriting Agreement • March 11th, 2020 • LifeSci Acquisition Corp. • Blank checks • New York
LICENSE AGREEMENTLicense Agreement • December 30th, 2020 • Vincera Pharma, Inc. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (the “Agreement”), executed on Oct. 07, 2020 (the “Execution Date”), is entered into by and between Bayer Aktiengesellschaft, - having a place of business at Müllerstraße 178, 13353 Berlin, Germany -, Bayer Intellectual Property GmbH, having a place of business at Alfred-Nobel-Straße 10, 40789 Monheim am Rhein, Germany (all such Bayer entities being jointly and severally referred to as “Bayer”); and Vincera Pharma, Inc.(“Vincera”), having a place of business at 4500 Great America Parkway, Suite 100 #29, Santa Clara, California 95054, United States of America. Bayer and Vincera are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 11th, 2020 • LifeSci Acquisition Corp. • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of March 5, 2020 (“Agreement”), by and among LIFESCI ACQUISITION CORP., a Delaware corporation (“Company”) and the initial shareholders listed on the signature pages hereto (collectively, the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
