CONTRAFECT CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • July 1st, 2014 • CONTRAFECT Corp • Pharmaceutical preparations • New York
The undersigned, ContraFect Corporation, a corporation incorporated under the laws of the State of Delaware (the “Company”), confirms its agreement, subject to the terms and conditions set forth in this Underwriting Agreement (this “Agreement”), with each of the underwriters listed on Schedule A hereto (each, an “Underwriter” and collectively, the “Underwriters”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), to sell and issue to the Underwriters an aggregate of: [—] Units (as defined below), with each Unit consisting of: (i) one (1) share of common stock, par value $0.0001 per share, of the Company (“Common Stock”); (ii) one Class A warrant of the Company (each, a “Class A Warrant” and collectively, the “Class A Warrants”); and (iii) [—] Class B warrants (each, a “Class B Warrant” and collectively, the “Class B Warrants” which, collectively with the Class A Warrants are referred to herein as the “Warrants”).
CONTRAFECT CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • July 1st, 2014 • CONTRAFECT Corp • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 201 by and between ContraFect Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
CLASS A WARRANT AGREEMENTClass a Warrant Agreement • July 1st, 2014 • CONTRAFECT Corp • Pharmaceutical preparations • New York
This Class A Warrant Agreement (“Warrant Agreement”) is made as of [ ], 2014, by and between ContraFect Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”).
CLASS B WARRANT AGREEMENTClass B Warrant Agreement • July 1st, 2014 • CONTRAFECT Corp • Pharmaceutical preparations • New York
This Class B Warrant Agreement (“Warrant Agreement”) is made as of [ ], 2014, by and between ContraFect Corporation, a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”).
AMENDMENT NO. 1 TO LICENSE AGREEMENTLicense Agreement • July 1st, 2014 • CONTRAFECT Corp • Pharmaceutical preparations
This Amendment No. 1 (this “Amendment”), effective June 15, 2014 (the “Effective Date”), is to the License Agreement, dated as of January 29, 2014 (the “Agreement”), by and between Trellis Bioscience LLC, a Delaware limited liability company having a place of business at 2-B Corporate Drive, South San Francisco, CA 94080 (“Trellis”), and ContraFect Corporation, a Delaware corporation having its principal place of business at 28 Wells Avenue, 3rd Floor, Yonkers, New York 10701 (“ContraFect”). Trellis and ContraFect are collectively referred to herein as the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • July 1st, 2014 • CONTRAFECT Corp • Pharmaceutical preparations • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between ContraFect Corporation, a Delaware corporation (the “Employer”), and Julia P. Gregory, a resident of the State of New York (the “Employee”), as of April 29, 2014.
ContractCONTRAFECT Corp • July 1st, 2014 • Pharmaceutical preparations • New York
THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION, EXCEPT AS HEREIN PROVIDED, AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE OPTION FOR A PERIOD OF TWO HUNDRED SEVENTY (270) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) THE REPRESENTATIVE (AS DEFINED HEREIN) OR ITS AFFILIATES OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING (DEFINED HEREIN), OR (II) A BONA FIDE OFFICER, PARTNER OR EMPLOYEE OF A REPRESENTATIVE OR OF ANY SUCH REPRESENTATIVE, UNDERWRITER OR SELECTED DEALER.
LICENSE AGREEMENTLicense Agreement • July 1st, 2014 • CONTRAFECT Corp • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (the “Agreement”) is made and entered into effective as of January 29, 2014, (the “Effective Date”) by and between TRELLIS BIOSCIENCE LLC, a Delaware limited liability company having a place of business at 2-B Corporate Drive, South San Francisco, CA 94080 (“Trellis”) and CONTRAFECT CORP., a Delaware corporation having its principal place of business at 28 Wells Avenue, 3rd Floor, Yonkers, NY 10701 (“ContraFect”). Trellis and ContraFect are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
