7,000,000 Units PETRA ACQUISITION, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 13th, 2020 • Petra Acquisition Inc. • Blank checks • New York
Petra Acquisition, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with LifeSci Capital LLC and Ladenburg Thalmann & Co. Inc. (the “Representatives”) and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • October 13th, 2020 • Petra Acquisition Inc. • Blank checks • New York
This Warrant Agreement is made as of October 7, 2020 between Petra Acquisition, Inc., a Delaware corporation, with offices at 5 West 21st Street, New York, NY 10010 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Revelation Biosciences, Inc.Revelation Biosciences, Inc. • December 22nd, 2023 • Pharmaceutical preparations • New York
THIS PRE-FUNDED 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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Revelation Biosciences, 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 AGREEMENTSecurities Purchase Agreement • February 13th, 2023 • Revelation Biosciences, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 9, 2023, between Revelation Biosciences, 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”).
Revelation Biosciences, Inc. and Continental Stock Transfer & Trust Company as Warrant Agent Warrant Agency Agreement Dated as of February 5, 2024Warrant Agency Agreement • February 8th, 2024 • Revelation Biosciences, Inc. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of February 5, 2024 (“Agreement”), between Revelation Biosciences, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 8th, 2024 • Revelation Biosciences, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 1, 2024, between Revelation Biosciences, 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”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Revelation Biosciences, Inc.Revelation Biosciences, Inc. • November 29th, 2022 • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT 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 Reverse Stock Split Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Revelation Biosciences, 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).
PLACEMENT AGENCY AGREEMENT February 1, 2024Placement Agency Agreement • February 8th, 2024 • Revelation Biosciences, Inc. • Pharmaceutical preparations • New York
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Revelation Biosciences, Inc.Common Stock Purchase • February 8th, 2024 • Revelation Biosciences, Inc. • Pharmaceutical preparations • New York
THIS PRE-FUNDED 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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Revelation Biosciences, 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).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 13th, 2020 • Petra Acquisition Inc. • Blank checks • New York
This Agreement is made as of October 7, 2020 by and between Petra Acquisition, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • July 13th, 2022 • Revelation Biosciences, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of ______, 2022, between Revelation Biosciences, 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”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 20th, 2021 • Petra Acquisition Inc. • Blank checks • California
This Executive Employment Agreement (the “Agreement”) is entered into as of the Effective Date (as defined below) by and between Chester Zygmont, III (“Executive”), and Revelation Biosciences, Inc., a Delaware corporation (the ”Company”). The Company and Executive may hereinafter each individually be referred to as a “Party” and collectively as the “Parties,” as the context may require.
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • October 13th, 2020 • Petra Acquisition Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 7th day of October, 2020, by and among Petra Acquisition, Inc., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
October __, 2020Underwriting Agreement • March 31st, 2021 • Petra Acquisition Inc. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Petra Acquisition, Inc., a Delaware corporation (the “Company”), and LifeSci Capital LLC and Ladenburg Thalmann & Co. Inc. as representatives (together the “Representatives” and each a “Representative”) of the several Underwriters named in Schedule I 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 the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant, each warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
CLASS D COMMON STOCK PURCHASE WARRANT Revelation Biosciences, Inc.Revelation Biosciences, Inc. • January 29th, 2024 • Pharmaceutical preparations • New York
THIS CLASS D 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 __________ 1(the “Termination Date”) but not thereafter, to subscribe for and purchase from Revelation Biosciences, 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
REVELATION BIOSCIENCES, INC. COMMON STOCK WARRANT January 31, 2021 Void After January 31, 2027Petra Acquisition Inc. • September 20th, 2021 • Blank checks • New York
THIS CERTIFIES THAT, for value received and subject to the terms and conditions set forth below, National Securities Corporation, or assigns (the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from Revelation Biosciences, Inc., a Delaware corporation (the “Company”), Sixty-One Thousand Six-Hundred (61,600) fully-paid and non-assessable shares of Common Stock of the Company. This Warrant is being issued pursuant to that certain Placement Agent Agreement by and between the National Securities Corporation and the Company, dated January 27, 2021 (the “Agreement”).
LIFESCI CAPITAL LLC New York, New York 10019 October 7, 2020Petra Acquisition Inc. • October 13th, 2020 • Blank checks • New York
This is to confirm our agreement whereby Petra Acquisition, Inc., a Delaware corporation (“Company”), has requested LifeSci Capital LLC (“LifeSci”), Ladenburg Thalmann & Co. Inc. (“Ladenburg”), Ingalls & Snyder LLC (“Ingalls”), and Northland Securities, Inc. (“Northland”), 277 Park Avenue, 26th Floor, New York, NY 10172, (together, the “Advisors” and each an “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, recapitalization or reorganization, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-240175) filed with the Securities and Exchange Commission (collectively, the “Registration Statement”) in connection with its initial public offering (“IPO”).
AGREEMENT AND PLAN OF MERGER dated August 29, 2021 by and among Petra Acquisition, Inc., Petra Acquisition Merger Inc., and Revelation Biosciences, Inc.Agreement and Plan of Merger • September 2nd, 2021 • Petra Acquisition Inc. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER dated as of August 29, 2021 (this “Agreement”), by and among Revelation Biosciences, Inc., a Delaware corporation (the “Company”), Petra Acquisition, Inc., a Delaware corporation (“Parent”), and Petra Acquisition Merger Inc., a Delaware corporation (“Merger Sub”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • September 21st, 2020 • Petra Acquisition Inc. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [_____], 2020 (“Agreement”), by and among PETRA ACQUISITION, INC., a Delaware corporation (“Company”), the stockholder of the Company listed on Exhibit A hereto (the “Founder”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
FORM OF SUBSCRIPTION AGREEMENT FOR PRIVATE WARRANTSSubscription Agreement • October 13th, 2020 • Petra Acquisition Inc. • Blank checks
Petra Acquisition, Inc. (the “Corporation”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”). The Corporation currently anticipates selling units in the IPO, each comprised of one share of common stock, par value $0.001 per share, of the Corporation (“Common Stock”) and one warrant to purchase one share of Common Stock (“Warrant”).
AGREEMENTAgreement • December 23rd, 2021 • Petra Acquisition Inc. • Pharmaceutical preparations • New York
This AGREEMENT (this “Agreement”) is made as of this 17th day of December 2021 by and between Petra Acquisition, Inc. (“Petra”) and Monashee Investment Managment LLC (“Buyer”).
LOCK-UP AGREEMENTLock-Up Agreement • December 22nd, 2023 • Revelation Biosciences, Inc. • Pharmaceutical preparations
The undersigned irrevocably agrees with the Company that, from the date hereof until ninety (90) days following the closing of the Company’s offering of registered securities pursuant to an effective registration statement on Form S-1 (File No. 333-_____) (the “Offering”) (such period, the “Restriction Period”) for which Offering Roth Capital Partners, LLC (the “Placement Agent”) is acting as exclusive placement agent of the Company, the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate (as defined in the Purchase Agreement (as defined below)) of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, or establish or increase
November 3, 2020 STRICTLY CONFIDENTIAL Petra Acquisition, Inc. New York, NY 10010 Attn: Andreas Typaldos Dear Mr. Typaldos:Letter Agreement • September 23rd, 2021 • Petra Acquisition Inc. • Blank checks • New York
This letter agreement (the “Agreement”) will confirm the understanding and agreement between Petra Acquisition, Inc., a Delaware corporation, located at 5 West 21st Street, New York, NY 10010 (together with its subsidiaries and affiliates, collectively, the “Company”), and LifeSci Capital LLC (“LifeSci”) pursuant to which LifeSci shall provide investment banking and financial advisory services to the Company with respect to the Company’s efforts to engage in a Transaction with a Target (each, as defined below) as provided for herein. It is acknowledged and agreed that this Agreement shall be effective as of the date of mutual execution hereof (the “Effective Date”).
FORM OF PLACEMENT AGENCY AGREEMENTForm of Placement Agency Agreement • July 13th, 2022 • Revelation Biosciences, Inc. • Pharmaceutical preparations • New York
December 31, 2020 Revelation Biosciences, Inc. Re: Global Health Agreement Ladies and Gentlemen:Letter Agreement • November 4th, 2021 • Petra Acquisition Inc. • Pharmaceutical preparations • Delaware
This global health letter agreement (“Global Health Agreement”) is entered into by and between Revelation Biosciences, Inc. a Delaware corporation (the “Company”) and AXA Prime Impact Master Fund I SCA SICAV-RAIF (the “Investor” or “AXA IM Impact Fund”) in connection with its commitment to purchase certain shares of the Company’s Series A Preferred Stock (the “Shares”) in accordance with the terms of that certain Series A Preferred Stock Purchase Agreement dated as of even date herewith (the “Purchase Agreement”), at a price of $6.36 per share (for a total of $3,999,994.80) (the “Investment”).
NOTE CANCELLATION AGREEMENTNote Cancellation Agreement • November 4th, 2021 • Petra Acquisition Inc. • Pharmaceutical preparations • New York
This Note Cancellation Agreement (this “Agreement”), dated as of October 13, 2021, is entered by and between Petra Acquisition, Inc. (the “Borrower”), and Pine Valley Investments LLC (the “Lender”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 13th, 2020 • Petra Acquisition Inc. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of October 7, 2020 (“Agreement”), by and among PETRA ACQUISITION, INC., a Delaware corporation (“Company”), the stockholder of the Company listed on Exhibit A hereto (the “Founder”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
FORWARD SHARE PURCHASE AGREEMENTForward Share Purchase Agreement • December 23rd, 2021 • Petra Acquisition Inc. • Pharmaceutical preparations • Delaware
This Forward Share Purchase Agreement (this “Agreement”) is entered into as of December 21, 2021, by and among (i) Petra Acquisition, Inc, a Delaware corporation (“Petra”), (ii) Meteora Special Opportunity Fund I, LP, a Delaware limited partnership (“MSOF”), and (iii) Meteora Capital Partners, LP, a Delaware limited partnership (“MCP” and together with MSOF, each individually an “Investor” and collectively, the “Investors”). Each of Petra, MSOF and MCP is individually referred to herein as a “Party” and collectively as the “Parties”.
ESCROW AGREEMENTEscrow Agreement • December 23rd, 2021 • Petra Acquisition Inc. • Pharmaceutical preparations • New York
This ESCROW AGREEMENT (this “Agreement”) made as of December 21, 2021, by and among Petra Acquisition, Inc. (“Petra”), Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, NY 10004 (the “Escrow Agent”), Meteora Special Opportunity Fund I, LP (“MSOF”) and Meteora Capital Partners, LP (“MCP” and together with MSOF, each individually an “Investor” and collectively, the “Investors”).
Re: Amendment to Engagement Letter AgreementPetra Acquisition Inc. • September 20th, 2021 • Blank checks
This letter amends that certain engagement letter agreement dated November 3, 2020 (the “Agreement), by and between Petra Acquisition, Inc., a Delaware corporation (collectively, with its subsidiaries and affiliates, the “Company”) and LifeSci Capital LLC (“LifeSci”), attached hereto as “Exhibit A,” pursuant to which LifeSci agreed to provide certain investment banking and financial advisory services to the Company with respect to the Company’s efforts to engage in an initial business combination transaction. Capitalized terms used herein and not otherwise defined have the meetings ascribed to them in the Agreement.
Revelation Biosciences, Inc. Series A Preferred Stock SUBSCRIPTION AND INVESTMENT REPRESENTATION AGREEMENTSubscription and Investment Representation Agreement • December 21st, 2022 • Revelation Biosciences, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT, dated as of December 19, 2022, is by and between Revelation Biosciences, Inc., a Delaware corporation (the “Company”), and the undersigned subscriber (the “Subscriber”). In consideration of the mutual promises contained herein, and other good, valuable and adequate consideration, the parties hereto agree as follows:
Re: Amendment to Engagement Letter AgreementPetra Acquisition Inc. • September 23rd, 2021 • Blank checks
This letter amends that certain engagement letter agreement dated November 3, 2020 (the “Agreement), by and between Petra Acquisition, Inc., a Delaware corporation (collectively, with its subsidiaries and affiliates, the “Company”) and LifeSci Capital LLC (“LifeSci”), attached hereto as “Exhibit A,” pursuant to which LifeSci agreed to provide certain investment banking and financial advisory services to the Company with respect to the Company’s efforts to engage in an initial business combination transaction. Capitalized terms used herein and not otherwise defined have the meetings ascribed to them in the Agreement.
