COMMON STOCK PURCHASE WARRANT ACCELERATED PHARMA, INC.Accelerated Pharma, Inc. • October 11th, 2016 • 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 hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) to subscribe for and purchase from Accelerated Pharma, Inc., a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock; provided, however, in the event that the number of shares of Common Stock reserved for the issuance of the Warrant Shares is less than the maximum number of Warrant Shares issuable upon exercise of this Warrant, the Termination Date shall be tolled and extended until and to the extent that the Company has reserved such aggregate number of shares of Common Stock
COMMON STOCK PURCHASE WARRANT ACCELERATED PHARMA, INC.Accelerated Pharma, Inc. • October 11th, 2016 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [______], or its registered assigns (the “Holder”), 16 Boxwood Lane, Lawrence, New York 11559, 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 hereof- (the “Initial Exercise Date”) and on or prior to the close of business on the three (3) year anniversary of the Initial Exercise Date (the “Termination Date”) to subscribe for and purchase from ACCELERATED PHARMA, INC., a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock; provided, however, in the event that the number of shares of Common Stock reserved co, the issuance of the Warrant Shares is less than the maximum number of Warrant Shares issuable upon exercise of this Warrant, the Termination Date shall be tolled and extended until and to the extent that the Company has
SECURED CONVERTIBLE NOTE DUE NOVEMBER 8, 2016Accelerated Pharma, Inc. • October 11th, 2016 • Pharmaceutical preparations • New York
THIS CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Notes of ACCELERATED PHARMA, INC., a Delaware corporation, (the “Borrower”), having its principal place of business at 15W155 81” Street, Burr Ridge, IL 60527, Fax: (630) 325-4179, due November 8, 2016 (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 11th, 2016 • Accelerated Pharma, Inc. • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of November 6, 2015, between Accelerated Pharma, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns a “Purchaser” and collectively, the “Purchasers”).
Accelerated Pharma, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • October 11th, 2016 • Accelerated Pharma, Inc. • Pharmaceutical preparations • New York
The undersigned, Accelerated Pharma, Inc., a Delaware corporation (the "Company"), hereby confirms its agreement (this "Agreement"), subject to the terms and conditions set forth herein, with each of the underwriters listed on Schedule A hereto (collectively, the "Underwriters"), for whom Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC is acting as Representatives (in such capacity, the "Representatives") to issue and sell to the Underwriters an aggregate of [●] shares ("Shares") of common stock, par value $0.0001 per share, of the Company ("Common Stock"). The offering and sale of securities contemplated by this Agreement is referred to herein as the "Offering." It is further understood that the Representatives will act as Representatives for the Underwriters in the offering and sale of the Shares in accordance with an Agreement Among Underwriters entered into by Representatives and the several other Underwriters.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 11th, 2016 • Accelerated Pharma, Inc. • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of December 23, 2014, between Accelerated Pharma, Inc., a Delaware corporation (the “Company”). and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 11th, 2016 • Accelerated Pharma, Inc. • Pharmaceutical preparations • Connecticut
This EMPLOYMENT AGREEMENT (the “Agreement”) is dated and entered into as of June 10, 2016 by and between Accelerated Pharma, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Randy S. Saluck (the “Executive”).
THIRD AMENDMENT, WAIVER AND CONSENTWaiver and Consent • October 11th, 2016 • Accelerated Pharma, Inc. • Pharmaceutical preparations
This Third Amendment, Waiver and Consent (“Third Consent”) is made and entered into as of March ___, 2016, by and among Accelerated Pharma, Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (each a “Prior Purchaser” and collectively, “Prior Purchasers”). Capitalized terms used but not defined herein will have the meanings assigned to them in the Securities Purchase Agreements and Transaction Documents (as defined below). Capitalized terms defined herein shall be incorporated in the Transaction Documents, as appropriate.
ACCELERATED PHARMA, INC. Series A Preferred Stock Purchase WarrantAccelerated Pharma, Inc. • October 11th, 2016 • Pharmaceutical preparations
THIS CERTIFIES THAT, for value received, TALLIKUT PHARMACEUTICALS, INC. (the “Holder”), is entitled to subscribe for and purchase, at the Exercise Price (as defined below), from Accelerated Pharma, Inc., a Delaware corporation (the “Company”), shares of the Company’s Series A Convertible Preferred Stock, par value $0.00001 (the “Preferred Stock”), at any time prior to 5:00 p.m., New York time, on February 19, 2021 (the “Warrant Exercise Term”).
AMENDMENT, WAIVER AND CONSENTWaiver and Consent • October 11th, 2016 • Accelerated Pharma, Inc. • Pharmaceutical preparations
This Amendment, Waiver and Consent (“Consent”) is made and entered into as of May 8, 2015, by and among Accelerated Pharma, Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (each a “Purchaser” and collectively, “Purchasers”). Capitalized terms used but not defined herein will have the meanings assigned to them in the Securities Purchase Agreements (as defined below).
AMENDED AND RESTATED FIFTH AMENDMENT, WAIVER AND CONSENTWaiver and Consent • October 11th, 2016 • Accelerated Pharma, Inc. • Pharmaceutical preparations
This Amended and Restated Fifth Amendment, Waiver and Consent (“Amended Fifth Consent”) which supersedes the Fifth Amendment, Waiver and Consent entered into on July 15, 2016, is made and entered into as of September 20, 2016, by and among Accelerated Pharma, Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (each a “Purchaser” and collectively, “Purchasers”). Capitalized terms used but not defined herein will have the meanings assigned to them in the Securities Purchase Agreements and Transaction Documents (as defined below). Capitalized terms defined herein shall be incorporated in the Transaction Documents, as appropriate.
FOURTH AMENDMENT, WAIVER AND CONSENTWaiver and Consent • October 11th, 2016 • Accelerated Pharma, Inc. • Pharmaceutical preparations
This Fourth Amendment, Waiver and Consent (“Fourth Consent”) is made and entered into as of May ___, 2016, by and among Accelerated Pharma, Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (each a “Purchaser” and collectively, “Purchasers”). Capitalized terms used but not defined herein will have the meanings assigned to them in the Securities Purchase Agreements and Transaction Documents (as defined below). Capitalized terms defined herein shall be incorporated in the Transaction Documents, as appropriate.
SECOND AMENDMENT, WAIVER AND CONSENTWaiver and Consent • October 11th, 2016 • Accelerated Pharma, Inc. • Pharmaceutical preparations
This Second Amendment, Waiver and Consent (“Second Consent”) is made and entered into as of October ___, 2015, by and among Accelerated Pharma, Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (each a “Prior Purchaser” and collectively, “Prior Purchasers”). Capitalized terms used but not defined herein will have the meanings assigned to them in the Securities Purchase Agreements and Transaction Documents (as defined below). Capitalized terms defined herein shall be incorporated in the Transaction Documents, as appropriate.
CLINICAL MANUFACTURING AND SUPPLY AGREEMENTClinical Manufacturing and Supply Agreement • October 11th, 2016 • Accelerated Pharma, Inc. • Pharmaceutical preparations
THIS CLINICAL MANUFACTURING AND SUPPLY AGREEMENT (this “Agreement”) is made effective as of the 26” day of August, 2015 (“Effective Date”) by and between BAXTER ONCOLOGY GmbH, with an address at Kantstrasse 2, 33790 Halle/Westfalen, Germany, as such term is defined herein (“Baxter”), and ACCELERATED PHARMA, INC., a Delaware corporation having offices at 15W155 81’ Street, Burr Ridge, Illinois 60527 (“Client”).
ASSIGNMENT OF LICENSE AGREEMENTAssignment of License Agreement • October 11th, 2016 • Accelerated Pharma, Inc. • Pharmaceutical preparations
This Assignment Agreement, effective as of March 15, 2016 (the “Effective Date”), is entered into between Tallikut Pharmaceuticals, Inc. (“Tallikut”), a corporation existing under the laws of Delaware, and Accelerated Pharma, Inc. (“API”), a corporation existing under the laws of Delaware.
FIFTH AMENDMENT, WAIVER AND CONSENTWaiver and Consent • October 11th, 2016 • Accelerated Pharma, Inc. • Pharmaceutical preparations
This Fifth Amendment, Waiver and Consent (“Fifth Consent”) is made and entered into as of July 15 , 2016, by and among Accelerated Pharma, Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (each a “Purchaser” and collectively, “Purchasers”). Capitalized terms used but not defined herein will have the meanings assigned to them in the Securities Purchase Agreements and Transaction Documents (as defined below). Capitalized terms defined herein shall be incorporated in the Transaction Documents, as appropriate.
MASTER SERVICES AGREEMENTMaster Services Agreement • October 11th, 2016 • Accelerated Pharma, Inc. • Pharmaceutical preparations
This Master Services Agreement (the “Agreement”) is entered into as of April 27th, 2015 (the “Effective Date”) by and between Accelerated Pharma Inc. with a place of business at 15W15581st, Burr Ridge 60527 Illinois, USA (“Accelerated”), and Heraeus Precious Metals GmbH & Co. KG, a German limited liability company with a principal place of business located at Heraeusstr. 12- 14, 63450 Hanau, Germany (“Manufacturer” or “Heraeus”), each singly a “Party” and together, the “Parties.”
