PURCHASE AGREEMENTPurchase Agreement • February 18th, 2020 • Brickell Biotech, Inc. • Biological products, (no disgnostic substances) • Illinois
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of February 17, 2020, is made by and between BRICKELL BIOTECH, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). Capitalized terms used herein and not otherwise defined herein are defined in Section 1 hereof.
SERIES A COMMON STOCK PURCHASE WARRANT BRICKELL BIOTECH, INC.Brickell Biotech, Inc. • February 18th, 2020 • Biological products, (no disgnostic substances)
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company 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 February 17, 2020 (the “Initial Exercise Date”) and on or prior to the close of business on February 17, 2025, (the “Termination Date”, provided, however, that if such date is not a Trading Day, the Termination Date shall be the immediately following Trading Day (as defined below)) but not thereafter, to subscribe for and purchase from BRICKELL BIOTECH, INC., a Delaware corporation (the “Company”), up to 606,420 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).
SERIES B COMMON STOCK PURCHASE WARRANT BRICKELL BIOTECH, INC.Brickell Biotech, Inc. • February 18th, 2020 • Biological products, (no disgnostic substances)
THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company 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 August 17, 2020 (the “Initial Exercise Date”) and on or prior to the close of business on August 17, 2025, (the “Termination Date”, provided, however, that if such date is not a Trading Day, the Termination Date shall be the immediately following Trading Day (as defined below)) but not thereafter, to subscribe for and purchase from BRICKELL BIOTECH, INC., a Delaware corporation (the “Company”), up to 1,556,420 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 18th, 2020 • Brickell Biotech, Inc. • Biological products, (no disgnostic substances) • Illinois
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 17, 2020, is made by and between BRICKELL BIOTECH, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”).
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • February 18th, 2020 • Brickell Biotech, Inc. • Biological products, (no disgnostic substances) • Florida
THIS AMENDED AND RESTATED LICENSE AGREEMENT (this “Agreement”) amends and restates that certain License Agreement by and among BODOR LABORATORIES, INC., a Florida corporation, having an office located at 4400 Biscayne Boulevard, Suite 980, Miami, FL 33137 (“BLI”) and NICHOLAS S. BODOR, a Florida resident residing at 10225 Collins Ave., Apt 1002, Bal Harbour, FL, USA 33154 (“Bodor”) (collectively BLI and Bodor are referred to herein as “Licensor”), and BRICKELL BIOTECH, INC., a Delaware corporation having an office located at 5777 Central Avenue, Suite 102, Boulder, CO 80301 and any Affiliates, (collectively, “Licensee”), effective December 15, 2012 (the “Effective Date”), as amended by Amendment No. 1, effective October 21, 2013 and Amendment No. 2, effective March 31, 2015 (collectively, the “License Agreement”). Subsequent to the Effective Date, Brickell Biotech, Inc. changed its name to Brickell Subsidiary, Inc. This Agreement shall be effective as of February 17, 2020 (the “Restate
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 18th, 2020 • Brickell Biotech, Inc. • Biological products, (no disgnostic substances) • Illinois
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 17, 2020, is made by and between BRICKELL BIOTECH, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
SETTLEMENT AGREEMENTSettlement Agreement • February 18th, 2020 • Brickell Biotech, Inc. • Biological products, (no disgnostic substances) • Florida
This settlement agreement (“Settlement Agreement”), effective as of the date of execution by the Parties of the herein referenced Amended & Restated License Agreement (“Effective Date”), is made by and among (a) Bodor Laboratories, Inc. (“Bodor Labs”), a Florida corporation having its principal place of business located at 4400 Biscayne Blvd., Miami, Florida 33137, and Dr. Nicholas S. Bodor, Ph.D., D.Sc., d.h.c. (multi), HoF (“Dr. Bodor”), a resident of Bal Harbour, Florida (hereinafter Bodor Labs and Dr. Bodor are referred to collectively as “Bodor”), (b) Brickell Subsidiary, Inc. f/k/a Brickell Biotech, Inc. (“Brickell”), a Delaware corporation having its principal place of business located at 5777 Central Avenue, Boulder, Colorado 80301 and (c) Brickell Biotech, Inc., the parent of Brickell (“Brickell Biotech”) hereinafter also known individually as a “Party” or collectively as the “Parties” according to the context.
