0001104659-20-137506 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 18th, 2020 • Reviva Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Delaware

This Indemnification Agreement (“Agreement”) is made as of [___________] by and between Reviva Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), and [___________] (“Indemnitee”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 18th, 2020 • Reviva Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 14, 2020, by and between Reviva Pharmaceuticals Holdings, Inc., a Delaware corporation (formerly Tenzing Acquisition Corp., a company incorporated in the British Virgin Islands (the “Predecessor”)) (together with the Predecessor and its successors, the “Company”), and [__________] (“Holder”).

NONQUALIFIED STOCK OPTION GRANT AGREEMENT REVIVA PHARMACEUTICALS HOLDINGS, INC.
Nonqualified Stock Option Grant Agreement • December 18th, 2020 • Reviva Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Delaware

This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Reviva Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”).

INCENTIVE STOCK OPTION GRANT AGREEMENT REVIVA PHARMACEUTICALS HOLDINGS, INC.
Incentive Stock Option Grant Agreement • December 18th, 2020 • Reviva Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Delaware

This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Reviva Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”).

Employment Agreement
Employment Agreement • December 18th, 2020 • Reviva Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • California

This Employment Agreement (the “Agreement”) is made and entered into as of December 14, 2020, by and between Laxminarayan Bhat, Ph.D. (the “Executive”) and Reviva Pharmaceuticals Holdings, Inc. (the “Company”).

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • December 18th, 2020 • Reviva Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • California

This Note Purchase Agreement (this “Agreement”) is made and entered into as of August 17, 2020, by and among Reviva Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the parties identified on the signature pages hereto (each individually an “Investor” and collectively the “Investors”), and shall become effective upon the consummation of the SPAC Merger (as defined herein).

NON-REDEMPTION AGREEMENT
Non-Redemption Agreement • December 18th, 2020 • Reviva Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York

This NON-REDEMPTION AGREEMENT (this “Agreement”) is entered into as of December 8, 2020, by and among (i) Tenzing Acquisition Corp., a company incorporated in the British Virgin Islands (together with its successors, including after the Conversion (as defined below), “Tenzing”), (ii) Tenzing LLC, a Delaware limited liability company (the “Sponsor”), and (iii) the undersigned shareholder (“Shareholder”). Tenzing, the Sponsor and Shareholder are sometimes referred to herein as a “Party” and collectively as the “Parties”.

ESCROW AGREEMENT
Escrow Agreement • December 18th, 2020 • Reviva Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York

This ESCROW AGREEMENT (this “Agreement”) is made and entered into as of December 14, 2020, by and among: (i) Tenzing Acquisition Corp., a British Virgin Islands corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “Reviva Pharmaceuticals Holdings, Inc.” (including any successor entity thereto, including the Successor after the Conversion (as such terms are defined in the Merger Agreement), the “Purchaser”), (ii) Tenzing LLC, in its capacity under the Merger Agreement as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”), (iii) Laxminarayan Bhat, in his capacity as the Seller Representative under the Merger Agreement (including any successor Seller Representative appointed in accordance therewith, the “Seller Representative”); and (iv) Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent

REVIVA PHARMACEUTICALS, INC. 2006 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT
Stock Option Agreement • December 18th, 2020 • Reviva Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • California

This Stock Option Agreement (the “Agreement”) is made and entered into as of the Date of Grant set forth below (the “Date of Grant”) by and between Reviva Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the participant named below (the “Participant”).

REVIVA PHARMACEUTICALS HOLDINGS, INC. (f/k/a Tenzing Acquisition Corp.) 250 West 55th Street, Suite 13D New York, New York 10019 December 14, 2020
Underwriting Agreement • December 18th, 2020 • Reviva Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations

Reference is hereby made to that certain underwriting agreement, dated as of August 20, 2018 (the “Underwriting Agreement”), by and between Tenzing Acquisition Corp., a company incorporated in the British Virgin Islands (which has since been converted into Reviva Pharmaceuticals Holdings, Inc., a Delaware corporation through a statutory re-domestication (the “Conversion”)) (together with any successor thereto, the “Company”), and Maxim Group LLC (“Maxim Group”), pursuant to which Maxim Group acted as the representative of several underwriters in connection with the Company’s initial public offering of units. Capitalized terms used but not defined in this letter agreement (this “Letter”) shall have the meanings given to such terms in the Underwriting Agreement.

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