COMMON STOCK PURCHASE WARRANT PETROS PHARMACEUTICALS, INC.Petros Pharmaceuticals, Inc. • December 1st, 2021 • Pharmaceutical preparations
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 set forth above (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 Petros Pharmaceuticals, 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 • December 1st, 2021 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 29, 2021, between Petros Pharmaceuticals, 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”).
SERIES G COMMON STOCK PURCHASE WARRANT PETROS PHARMACEUTICALS, INC.Petros Pharmaceuticals, Inc. • October 21st, 2020 • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED SERIES G 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 of issuance (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five year anniversary of the closing of the mergers contemplated by the Merger Agreement (as defined in the Warrant Amendment Agreement, dated as of September 28, 2020, by and between the Company and the Holder) (“Termination Date”) but not thereafter, to subscribe for and purchase from Petros Pharmaceuticals, 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
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 27th, 2021 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 22, 2021, between Petros Pharmaceuticals, 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”).
COMMON STOCK PURCHASE WARRANT PETROS PHARMACEUTICALS, INC.Petros Pharmaceuticals, Inc. • December 27th, 2021 • Pharmaceutical preparations
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 set forth above (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 Petros Pharmaceuticals, 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 • July 13th, 2023 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 13, 2023, is by and among Petros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
Registration Rights AgreementRegistration Rights Agreement • July 13th, 2023 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”), dated as of July [•], 2023, is by and among Petros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
SEPARATION AND DISTRIBUTION AGREEMENT By and Between NEUROTROPE, INC. and NEUROTROPE BIOSCIENCE, INC. Dated as of ________, 2020Separation and Distribution Agreement • October 21st, 2020 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
ContractTax Matters Agreement • October 21st, 2020 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This TAX MATTERS AGREEMENT (this “Agreement”), dated as of [ ], 2020, by and between Neurotrope Inc., a Nevada corporation (“Neurotrope”), and Neurotrope Bioscience, Inc., a Delaware corporation (“SpinCo” and, together with Neurotrope, the “Parties”) shall become effective as of the Distribution (as defined below). Capitalized terms used in this Agreement and not defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement dated as of the date of this Agreement by and between Neurotrope and SpinCo, including the Schedules thereto (the “Separation Agreement”).
Certain information has been excluded pursuant to Regulation S-K, Item 601(b)(10)(iv) from this Document because it is both not material and is the type that the registrant treats as private or confidential. SETTLEMENT AGREEMENTSettlement Agreement • May 16th, 2022 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This SETTLEMENT AGREEMENT, dated as of January 18, 2022, (this “Agreement”) is entered into by and between METUCHEN PHARMACEUTICALS LLC, a Delaware limited liability company (the “Metuchen”) and VIVUS LLC, a Delaware limited liability company and formerly VIVUS, Inc. (“VIVUS”). Metuchen and VIVUS are collectively referred to as the “Parties” and each a “Party.”
VOTING AGREEMENTVoting Agreement • September 30th, 2020 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This VOTING AGREEMENT (this “Agreement”) is entered into as of September 24, 2020, by and between Metuchen Pharmaceuticals LLC, a Delaware limited liability company (“Company”), and the undersigned (the “Stockholder”).
SECURITY AGREEMENTSecurity Agreement • January 21st, 2022 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS SECURITY AGREEMENT (this “Agreement”) is entered into as of January 18, 2022, by and between METUCHEN PHARMACEUTICALS LLC, a Delaware limited liability company (“Grantor”), and VIVUS LLC, a Delaware limited liability company (“Secured Party”).
SEPARATION AGREEMENTSeparation Agreement • December 31st, 2020 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
This Separation Agreement (the “Agreement”) is made and entered into this 24th day of December, 2020, by and between Keith F. Lavan (“Employee”) and Metuchen Pharmaceuticals, LLC (“Metuchen” or the “Company”).
LICENSE AND COMMERCIALIZATION AGREEMENT dated as of September 30, 2016 by and between VIVUS, INC. and METUCHEN PHARMACEUTICALS LLCLicense and Commercialization Agreement • October 21st, 2020 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS LICENSE AND COMMERCIALIZATION AGREEMENT (the “Agreement”) is dated as of the 30th day of September, 2016, by and between VIVUS, INC., a Delaware corporation having its principal offices at 351 E. Evelyn Ave., Mountain View, CA 94041 (“VIVUS”), and Metuchen Pharmaceuticals LLC, a limited liability company organized under the laws of Delaware, having a place of business at 11 Commerce Drive, 1st Floor, Cranford, New Jersey 07016 (“Licensee”). VIVUS and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 31st, 2021 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS LOAN AND SECURITY AGREEMENT is made and dated as of September 30, 2016 and is entered into by and between METUCHEN PHARMACEUTICALS LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and Lender (in such capacity, the “Agent”).
REGISTRATION RIGHTS AGREEMENT by and between PETROS PHARMACEUTICALS, INC., JCP III SM AIV, L.P. Dated as of December 1, 2020Joinder Agreement • December 2nd, 2020 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT, dated as of December 1, 2020 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), by and among (i) Petros Pharmaceuticals, Inc., a Delaware corporation (the “Parent”) and (ii) JCP III SM AIV, L.P.
ContractLetter Agreement • April 6th, 2021 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations
This letter agreement (this “Second Letter Agreement”) is being entered into as of March 31, 2021 (the "Effective Date") by and between Metuchen Pharmaceuticals LLC ("METUCHEN") and Hybrid Medical LLC ("HYBRID") (referred to herein collectively as the "Parties") to amend the License Agreement entered into between the Parties on March 24, 2020 pursuant to Section 12.11 thereof, as amended by that certain letter agreement (the “First Letter Agreement”) dated September 24, 2020 between METUCHEN and HYBRID (as amended by the First Letter Agreement, the "License Agreement"). Except as specifically provided herein, nothing in this Second Letter Agreement is intended to, nor shall it, modify the License Agreement in any manner, including, but not limited to, the Milestone Payments as set forth in Section 4.2 of the License Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the License Agreement.
COMMERCIAL SUPPLY AGREEMENTCommercial Supply Agreement • October 21st, 2020 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS COMMERCIAL SUPPLY AGREEMENT (this “Agreement”) is dated as of September 30, 2016, by and between VIVUS, Inc., a Delaware corporation with its principal place of business at 351 E. Evelyn Avenue, Mountain View, CA 94041 (“VIVUS”), and Metuchen Pharmaceuticals LLC, a limited liability company organized under the laws of Delaware, having its principal place of business at 11 Commerce Drive, 1st Floor, Cranford, New Jersey 07016 (“Purchaser”). VIVUS and Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 31st, 2021 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of April 13, 2020 (the “Second Amendment Date”), is by and among METUCHEN PHARMACEUTICALS LLC, a Delaware limited liability company (“Metuchen”), Pos-T-Vac, LLC, a Delaware limited liability company (“PTV”), and Timm Medical Technologies, Inc., a Delaware corporation (“Timm”, and together with Metuchen and PTV, collectively, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities party hereto as lenders (collectively, referred to as “Lender”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and Lender (in such capacity, the “Agent”).
PLEASE NOTE: CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. AMENDMENT No. 1 TO LICENSE AND COMMERCIALIZATION AGREEMENTLicense and Commercialization Agreement • January 21st, 2022 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations
This Amendment No. 1 (this “Amendment”) to the License and Commercialization Agreement dated as of September 30, 2016, is hereby entered into and effective as of January 18, 2022 (the “Amendment Effective Date”) by and between VIVUS LLC, a Delaware limited liability company, (“VIVUS”), and Metuchen Pharmaceuticals LLC, a Delaware limited liability company (“Metuchen”). VIVUS and Metuchen are sometimes referred to in this Amendment collectively as the “Parties” and individually as a “Party”.
NOTE CONVERSION AND LOAN REPAYMENT AGREEMENTNote Conversion and Loan Repayment Agreement • September 30th, 2020 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS NOTE CONVERSION AND LOAN REPAYMENT AGREEMENT (this “Agreement”) is made as of May 17, 2020, by and among NEUROTROPE, INC. a Nevada corporation (“Neurotrope”), METUCHEN PHARMACEUTICALS LLC, a Delaware limited liability company (“Company”), and JCP III SM AIV, L.P, a Delaware limited partnership (“Holder”). Neurotrope, the Company and the Holder are each a “Party” and referred to collectively herein as the “Parties.”
PETROS PHARMACEUTICALS, INC.Nonqualified Stock Option Grant Agreement • February 25th, 2021 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Nonqualified Stock Option Grant Agreement (the “Agreement”), dated as of [___], [__] (the “Date of Grant”), is delivered by Petros Pharmaceuticals, Inc. (the “Company”) to [____] (the “Grantee”).
Certain information has been excluded pursuant to Regulation S-K, Item 601(b)(10)(iv) from this Document because it is both not material and is the type that the registrant treats as private or confidential. AMENDMENT No. 1 TO LICENSE AND...Petros Pharmaceuticals, Inc. • May 16th, 2022 • Pharmaceutical preparations
This Amendment No. 1 (this “Amendment”) to the License and Commercialization Agreement dated as of September 30, 2016, is hereby entered into and effective as of January 18, 2022 (the “Amendment Effective Date”) by and between VIVUS LLC, a Delaware limited liability company, (“VIVUS”), and Metuchen Pharmaceuticals LLC, a Delaware limited liability company (“Metuchen”). VIVUS and Metuchen are sometimes referred to in this Amendment collectively as the “Parties” and individually as a “Party”.
SEVERANCE AND GENERAL RELEASE AGREEMENTSeverance and General Release Agreement • March 4th, 2022 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations • New Jersey
This Severance and General Release Agreement (“Agreement”) is entered into by and between Andrew Gesek (“Employee”), on the one hand, and Petros Pharmaceuticals, Inc., its affiliates, subsidiaries, and successor entities (“Company”), on the other hand (jointly, the “Parties”).
BONUS AGREEMENTBonus Agreement • December 15th, 2020 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Bonus Agreement (this “Agreement”) is made and entered into as of December 11, 2020, by and between Petros Pharmaceuticals, Inc. (“Petros”) and Fady Boctor (“Employee”).
Re: Employment Offer LetterPetros Pharmaceuticals, Inc. • February 25th, 2021 • Pharmaceutical preparations • Delaware
On behalf of Petros Pharmaceuticals, Inc. (“Petros” or the “Company”), I am pleased to offer you employment with Petros under the terms and conditions set forth in this letter (the “Agreement”). The “Effective Date” referenced in the agreement below shall be February 19, 2021.
PURSUANT TO ITEM 601(b)(10) OF REGULATION S-K, CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT...Logistics Services Agreement • October 21st, 2020 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS LOGISTICS SERVICES AGREEMENT (the “Agreement”) is by and between McKesson Specialty Care Distribution LLC, a Delaware limited liability company with offices at 10101 Woodloch Forest Drive, The Woodlands, Texas 77380 USA (“Provider”) and Metuchen Pharmaceuticals, LLC, a New Jersey limited liability company, with offices at 4400 Rt. 9 S, Suite 1000, Freehold, NJ 07728 (“Supplier”) is dated and effective this 28th day of November, 2018 (the “Effective Date”). Provider and Supplier are sometimes hereinafter referred to collectively as “Parties” and individually as a “Party”.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 31st, 2021 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of November 22, 2017 (the “First Amendment Date”), is by and among METUCHEN PHARMACEUTICALS LLC, a Delaware limited liability company (the “Borrower”), the several banks and other financial institutions or entities party hereto a lenders (collectively, referred to as “Lender”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and Lender (in such capacity, the “Agent”).
metuchenLetter Agreement • March 31st, 2021 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations
This Letter Agreement is being entered into as of September 24, 2020 (the " Effective Date") by and between Metuchen Pharmaceuticals LLC ("MET UCHEN") and Hybrid Medical LLC ("HYBRID") (referred to herein collectively as the " Parties") to amend the License Agreement entered into between the Parties on March 24, 2020 pursuant to Section 12.11 thereof (the "License Agreement"). Except as specifically provided herein, nothing in this Letter Agreement is intended to, nor shall it, modify the License Agreement in any manner, including, but not limited to, the Milestone Payments as set forth in Section 4.2 of the License Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the License Agreement.
LICENSE AGREEMENT Dated as of March 24, 2020 between METUCHEN PHARMACEUTICALS LLC and HYBRID MEDICAL LLCLicense Agreement • March 31st, 2021 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”) is signed by HYBRID MEDICAL, LLC (including any affiliates) (“HYBRID”) and METUCHEN PHARMACEUTICALS LLC (“METUCHEN”) as of March 24th, 2020 (“Effective Date”) METUCHEN and HYBRID are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
THIRD AMENDMENT AND CONSENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 31st, 2021 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This THIRD AMENDMENT AND CONSENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of September 30, 2020 (the “Third Amendment Date”), is by and among METUCHEN PHARMACEUTICALS LLC, a Delaware limited liability company (“Metuchen”), Pos-T-Vac, LLC, a Delaware limited liability company (“PTV”), and Timm Medical Technologies, Inc., a Delaware corporation (“Timm”, and together with Metuchen and PTV, collectively, jointly and severally, the “Borrower”), the several banks and other financial institutions or entities party hereto as lenders (collectively, referred to as “Lender”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and Lender (in such capacity, the “Agent”).
Omnibus Waiver and AmendmentOmnibus Waiver and Amendment • March 22nd, 2024 • Petros Pharmaceuticals, Inc. • Pharmaceutical preparations
This Omnibus Waiver and Amendment (this “Amendment”), dated as of March 21, 2024, is by and among Petros Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the investors listed on the signature pages attached hereto (the “Investors”).
