INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 10th, 2020 • Therapeutics Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 7, 2020 by and between Therapeutics Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Therapeutics Acquisition Corp.Letter Agreement • June 15th, 2020 • Therapeutics Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Therapeutics Acquisition Corp., a Delaware corporation (the “Company”), and Jefferies LLC as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The
POINT BIOPHARMA GLOBAL INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•] Subordinated Debt SecuritiesIndenture • July 1st, 2022 • POINT Biopharma Global Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [•], among POINT BIOPHARMA GLOBAL INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • July 10th, 2020 • Therapeutics Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of July 7, 2020, is made and entered into by and among Therapeutics Acquisition Corp., a Delaware corporation (the “Company”), Therapeutics Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
13,900,000 Shares1 POINT Biopharma Global Inc. Common Stock PURCHASE AGREEMENTPurchase Agreement • September 14th, 2022 • POINT Biopharma Global Inc. • Pharmaceutical preparations • New York
PIPER SANDLER & CO. GUGGENHEIM SECURITIES, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Piper Sandler & Co. U.S. Bancorp Center 800 Nicollet Mall Minneapolis, Minnesota 55402 c/o Guggenheim Securities, LLC 330 Madison Avenue New York, New York 10017 Ladies and Gentlemen:
WARRANT AGREEMENTWarrant Agreement • June 15th, 2020 • Therapeutics Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2020, is by and between Therapeutics Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
POINT BIOPHARMA GLOBAL INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • July 1st, 2022 • POINT Biopharma Global Inc. • Pharmaceutical preparations • New York
As further set forth in this agreement (this “Agreement”), POINT Biopharma Global Inc., a company organized under the laws of Delaware (the “Company”), proposes to issue and sell from time to time through Piper Sandler & Co. (the “Agent”), as sales agent, the Company’s common stock, par value $0.0001 per share (the “Common Stock”) (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.
Therapeutics Acquisition CorpTherapeutics Acquisition Corp. • June 15th, 2020 • Blank checks • Delaware
We are pleased to accept the offer Therapeutics Acquisition Holdings LLC (the “Subscriber” or “you”) has made to purchase 2,875,000 shares (“Founder Shares”) of the common stock, $.0001 par value per share (“Common Stock”), of Therapeutics Acquisition Corp., a Delaware corporation (the “Company”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 15th, 2020 • Therapeutics Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June [], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Therapeutics Acquisition Corp., a Delaware corporation (the “Company”), and Therapeutics Acquisition LLC, a Delaware limited liability company (the “Purchaser”).
AGREEMENT AND PLAN OF MERGER dated as of OCTOBER 2, 2023, among ELI LILLY AND COMPANY, YOSEMITE FALLS ACQUISITION CORPORATION and POINT BIOPHARMA GLOBAL INC.Agreement and Plan of Merger • October 3rd, 2023 • POINT Biopharma Global Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 2, 2023 (this “Agreement” and, such date, the “Agreement Date”), by and among Eli Lilly and Company, an Indiana corporation (“Parent”), Yosemite Falls Acquisition Corporation, a Delaware corporation and a direct or indirect wholly owned subsidiary of Parent (“Merger Sub”), and POINT Biopharma Global Inc., a Delaware corporation (the “Company”).
Therapeutics Acquisition Corp.Letter Agreement • July 10th, 2020 • Therapeutics Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Therapeutics Acquisition Corp., a Delaware corporation (the “Company”), and Jefferies LLC as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 13,570,000 shares (the “Offering Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”). The Offering Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Shares listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.
THERAPEUTICS ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • June 15th, 2020 • Therapeutics Acquisition Corp. • Blank checks • New York
Introductory. Therapeutics Acquisition Corp., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 10,000,000 units of the Company (the “Units”). The 10,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 1,500,000 Units as provided in Section 2. The additional 1,500,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offe
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • June 15th, 2020 • Therapeutics Acquisition Corp. • Blank checks • Delaware
This Indemnification Agreement (“Agreement”) is made as of June [ ], 2020 by and between Therapeutics Acquisition Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 3rd, 2023 • POINT Biopharma Global Inc. • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of October 2, 2023, is entered into by and among Eli Lilly and Company, an Indiana corporation (“Parent”), Yosemite Falls Acquisition Corporation, a Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent (“Merger Sub”), and the stockholders of POINT Biopharma Global Inc., a Delaware corporation (“Company”), set forth on Schedule A hereto (each, a “Stockholder” and collectively, the “Stockholders”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
Therapeutics Acquisition Corp. 200 Berkeley Street, 18th Floor Boston, MA 02116Letter Agreement • July 6th, 2020 • Therapeutics Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Therapeutics Acquisition Corp., a Delaware corporation (the “Company”), and Jefferies LLC as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 shares (the “Offering Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”). The Offering Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Shares listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.
POINT Biopharma Corp. Employment AgreementEmployment Agreement • May 3rd, 2021 • Therapeutics Acquisition Corp. • Pharmaceutical preparations • Ontario
This Agreement (as defined below) sets out the terms and conditions of your employment by the Company and will constitute your employment agreement.
FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE POINT BIOPHARMA GLOBAL INC. (Employees)Non-Qualified Stock Option Agreement • July 1st, 2021 • POINT Biopharma Global Inc. • Pharmaceutical preparations
Pursuant to the POINT Biopharma Global Inc. 2021 Equity Incentive Plan as amended through the date hereof (the “Plan”), POINT Biopharma Global Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
POINT Biopharma global inc. indemnification agreementIndemnification Agreement • July 1st, 2021 • POINT Biopharma Global Inc. • Pharmaceutical preparations • Delaware
Effective as of the Effective Date, Indemnitee and POINT Biopharma Global Inc., a Delaware corporation (“Company”), enter into this Indemnification Agreement (the “Agreement”).
ContractNon-Qualified Stock Option Agreement • December 10th, 2021 • POINT Biopharma Global Inc. • Pharmaceutical preparations
POINT Biopharma USA Inc. Employment AgreementTherapeutics Acquisition Corp. • May 3rd, 2021 • Pharmaceutical preparations • Delaware
This Agreement (as defined below) sets out the terms and conditions of your employment by the Company and will constitute your employment agreement.
AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • July 1st, 2021 • POINT Biopharma Global Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of June 30, 2021, is made and entered into by and among POINT Biopharma Global Inc., a Delaware corporation (the “Company”) (formerly known as Therapeutics Acquisition Corp. (d/b/a Research Alliance Corp. I)), Therapeutics Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), Daniel Grau, Michael Gray and David Lubner (together with Mr. Grau and Mr. Gray the “Director Holders”), and certain former stockholders of Point Biopharma Inc., a Delaware corporation (“Point”), set forth on Schedule 1 hereto (such stockholders, the “Point Holders”, the Sponsor and the Director Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.10 of this Agreement, the “Holders” and each, a “Holder”).
EXCLUSIVE LICENSE AND COMMERCIALIZATION AGREEMENTExclusive License and Commercialization Agreement • May 3rd, 2021 • Therapeutics Acquisition Corp. • Pharmaceutical preparations • Ontario
This Exclusive License and Commercialization Agreement (this “Agreement”), dated as of 16 December 2020 (“Effective Date”), is made by and between POINT Biopharma Inc., having an address 4850 West 78th Street, Indianapolis, Indiana 46268, United States (“POINT”); Canadian Molecular Probe Consortium having a business office at C/O CPDC, Nuclear Research Building - A316, 1280 Main Street West, Hamilton, Ontario, Canada, L8S 4K1 (“CanProbe”); the Centre for Probe Development and Commercialization having a business office at Nuclear Research Building - A316, 1280 Main Street West, Hamilton, Ontario, Canada, L8S 4K1 (“CPDC”); and the University Health Network having a business office at 101 College Street, Suite 150, Heritage Building, MaRS Centre, Toronto, Ontario M5G 1L7 Canada (“UHN”). CanProbe, CPDC and UHN are collectively referred to herein as “Licensor”. Each of POINT, CanProbe, CPDC and UHN may be referred to herein as a “Party” or together as “Parties”.
POINT Biopharma USA Inc. Employment AgreementTherapeutics Acquisition Corp. • May 3rd, 2021 • Pharmaceutical preparations • New York
This Agreement (as defined below) sets out the terms and conditions of your employment by the Company and will constitute your employment agreement.
PRIVATE PLACEMENT CLASS A COMMON STOCK PURCHASE AGREEMENTPrivate Placement Class a Common Stock Purchase Agreement • July 10th, 2020 • Therapeutics Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT CLASS A COMMON STOCK PURCHASE AGREEMENT, dated as of July 6, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Therapeutics Acquisition Corp., a Delaware corporation (the “Company”), and Therapeutics Acquisition Holdings LLC, a Delaware limited liability company (the “Purchaser”).
UNDERWRITING AGREEMENTUnderwriting Agreement • July 10th, 2020 • Therapeutics Acquisition Corp. • Blank checks • New York
Introductory. Therapeutics Acquisition Corp., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 11,800,000 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”). The 11,800,000 Shares to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 1,770,000 Shares as provided in Section 2. The additional 1,770,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwriter
LOAN AND SECURITY AGREEMENT dated as of July 10, 2020 between WEST 78th STREET, LLC as Borrower, and CIBC BANK USA, as LenderLoan and Security Agreement • March 23rd, 2021 • Therapeutics Acquisition Corp. • Blank checks
THIS LOAN AND SECURITY AGREEMENT dated as of July 10, 2020 (this “Agreement”) is entered into among WEST 78th STREET, LLC, an Indiana limited liability company (“Borrower”), and CIBC BANK USA (“CIBC US”), as Lender.
FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE POINT BIOPHARMA GLOBAL INC. (Non-Employee Directors)Restricted Stock Unit Award Agreement • July 1st, 2021 • POINT Biopharma Global Inc. • Pharmaceutical preparations
Pursuant to the POINT Biopharma Global Inc. 2021 Equity Incentive Plan as amended through the date hereof (the “Plan”), POINT Biopharma Global Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value $0.0001 per share (the “Stock”) of the Company.
CONSULTING AGREEMENTConsulting Agreement • March 25th, 2022 • POINT Biopharma Global Inc. • Pharmaceutical preparations • Ontario
This Consulting Agreement (this "Agreement") is entered into as of January 1, 2022 ("Effective Date") for a term ending on December 31, 2022 ("End Date") by and between POINT Biopharma Inc., a corporation duly incorporated under the laws of Delaware ("POINT" or the "Company"), and between Dr. Neil Fleshner, 1510789 Ontario Inc. with a registered office at 610 University Ave. Suite 3-130 Toronto, Ontario ("Consultant") POINT and Consultant are hereinafter collectively referred to as the "Parties" or singularly as the "Party." In consideration of the mutual covenants contained herein, the Parties agree to the following terms and conditions:
CONSULTING AGREEMENTConsulting Agreement • March 23rd, 2021 • Therapeutics Acquisition Corp. • Blank checks • Ontario
This Consulting Agreement (this “Agreement”) is entered into as of the February 22, 2021 (“Effective Date”) and ending December 31, 2021 (“End Date”) by and between POINT Biopharma Inc., a corporation duly incorporated under the laws of Delaware (“POINT” or the “Company”), and between Dr Neil Fleshner, 1510789 Ontario Inc. with a registered office at 610 University Ave. Suite 3-130 Toronto, Ontario (“Consultant”). POINT and Consultant are hereinafter collectively referred to as the “Parties” or singularly as the “Party.” In consideration of the mutual covenants contained herein, the Parties agree to the following terms and conditions:
PRIVATE PLACEMENT CLASS A COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 10th, 2020 • Therapeutics Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT CLASS A COMMON STOCK PURCHASE AGREEMENT, dated as of July 8, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Therapeutics Acquisition Corp., a Delaware corporation (the “Company”), and Therapeutics Acquisition Holdings LLC, a Delaware limited liability company (the “Purchaser”).
THERAPEUTICS ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 6th, 2020 • Therapeutics Acquisition Corp. • Blank checks • New York
Introductory. Therapeutics Acquisition Corp., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 10,000,000 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”). The 10,000,000 Shares to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 1,500,000 Shares as provided in Section 2. The additional 1,500,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwriter
ContractSublicense Agreement • November 12th, 2021 • POINT Biopharma Global Inc. • Pharmaceutical preparations
FIRST AMENDMENT TO EXCLUSIVE LICENSE AND COMMERCIALIZATION AGREEMENTExclusive License and Commercialization Agreement • March 27th, 2023 • POINT Biopharma Global Inc. • Pharmaceutical preparations
This First Amendment to the Exclusive License and Commercialization Agreement (this “Amendment”) is dated 04 November 2022 but is deemed to take effect as of December 16, 2020 (“Effective Date”) and is entered into by and between: Point Biopharma Inc., a Delaware corporation with a principal place of business at 511 South Orange Avenue, No. 2093, Newark, New Jersey, 07103, USA (“POINT”); Canadian Molecular Probe Consortium having a place of business at c/o McMaster University, Nuclear Research Building A316, 1280 Main Street West, Hamilton, Ontario, Canada, L8S 4K1, (“CanProbe”); Centre for Probe Development and Commercialization having a place of business at McMaster University, Nuclear Research Building A316, 1280 Main Street West, Hamilton, Ontario, Canada, L8S 4K1, (“CPDC”); and The University Health Network having a business office at 101 College Street, Suite 150, Heritage Building, Ma RS Centre, Toronto, Ontario M5G 1L7 Canada (“UHN”).
FORM OF INCENTIVE STOCK OPTION AGREEMENT UNDER THE POINT BIOPHARMA GLOBAL INC.Incentive Stock Option Agreement • July 1st, 2021 • POINT Biopharma Global Inc. • Pharmaceutical preparations
Pursuant to the POINT Biopharma Global Inc. 2021 Equity Incentive Plan as amended through the date hereof (the “Plan”), POINT Biopharma Global Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.
BUSINESS COMBINATION AGREEMENT BY AND AMONG THERAPEUTICS ACQUISITION CORP., BODHI MERGER SUB, INC., AND POINT BIOPHARMA INC. DATED AS OF MARCH 15, 2021Business Combination Agreement • March 18th, 2021 • Therapeutics Acquisition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this "Agreement"), dated as of March 15, 2021, is made by and among Therapeutics Acquisition Corp., a Delaware corporation ("RACA") d/b/a Research Alliance Corp. I, Bodhi Merger Sub, Inc., a Delaware corporation ("Merger Sub"), and Point Biopharma Inc., a Delaware corporation (the "Company"). RACA, Merger Sub and the Company shall be referred to herein from time to time collectively as the "Parties". Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
