0001104659-25-047285 Sample Contracts
PRE-FUNDED COMMON STOCK PURCHASE WARRANT ENTERO THERAPEUTICS, INC.Pre-Funded Common Stock Purchase Warrant • May 12th, 2025 • Entero Therapeutics, 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 set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Entero Therapeutics, Inc., a Delaware corporation (the “Company”), up to [·] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock (as defined herein). 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).
Entero Therapeutics, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • May 12th, 2025 • Entero Therapeutics, Inc. • Pharmaceutical preparations • New York
The undersigned, Entero Therapeutics, Inc., a company incorporated under the law of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters named in Schedule 1 hereto for which WestPark Capital, Inc. (“WestPark”) is acting as representative (in such capacity, the “Representative” and such underwriters, including the Representative, the “Underwriters” and each an “Underwriter”), on the terms and conditions set forth herein.
CONSULTING AGREEMENTConsulting Agreement • May 12th, 2025 • Entero Therapeutics, Inc. • Pharmaceutical preparations • New Jersey
IR Agency LLC (the “Consultant” or “IR Agency”) is pleased to provide certain consulting services to Entero Therapeutics Inc (“you,” “Client” or “Company”) as more fully described in this agreement (the “Agreement”). This Agreement sets forth the terms and conditions pursuant to which Company engages Consultant to provide such services.
AMENDED AND RESTATED SUBORDINATION AGREEMENTSubordination Agreement • May 12th, 2025 • Entero Therapeutics, Inc. • Pharmaceutical preparations • Colorado
This Amended and Restated Subordination Agreement (this “Agreement”) is dated as of April 9, 2025 by and among MATTRESS LIQUIDATORS, INC., a Colorado corporation (together with its successors and assigns, the “Lender”), FELKER REVOCABLE TRUST DATED JULY 30, 1999, an individual (the “Subordinating Creditor”), and IMMUNOGENX, LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 9, 2025 IMMUNOGENX, LLC as Borrower and MATTRESS LIQUIDATORS, INC. as LenderCredit Agreement • May 12th, 2025 • Entero Therapeutics, Inc. • Pharmaceutical preparations • Colorado
SETTLEMENT AGREEMENTSettlement Agreement • May 12th, 2025 • Entero Therapeutics, Inc. • Pharmaceutical preparations • Colorado
THIS SETTLEMENT AGREEMENT (the “Agreement”) is entered into effective as of April 9, 2025 (the “Effective Date”), by and between Mattress Liquidators, Inc., a Colorado corporation (“Lender”), ImmunogenX, LLC, a Delaware limited liability company (“Borrower”), Jack A. Syage (“Jack”), and The Jack A. Syage and Elizabeth T. Syage (the “Trust,” collectively with Jack are the “Guarantors”). Lender, Borrower, Jack, Trust and Guarantors are each a “Party,” and collectively, the “Parties.” The Parties agree and state as follows:
AMENDMENT TO RESCISSION AGREEMENTAmendment to Rescission Agreement • May 12th, 2025 • Entero Therapeutics, Inc. • Pharmaceutical preparations • New York
This Amendment to Rescission Agreement (this “Amendment”) is made and entered into effective as of ____________, 2025, by and among Entero Therapeutics Inc., a Delaware corporation (the “Company”), ImmunogenX, LLC, a Delaware limited liability company and currently a wholly owned subsidiary of the Company (“Immuno LLC”) and each of the individuals or entities (each a “Shareholder” and collectively, the “Shareholders”) who are the former shareholders of ImmunogenX, Inc. (“Immuno Corp.”). The Company, Immuno LLC and the Shareholders are referred to herein collectively as the “Parties.”