STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • December 21st, 2023 • Onconetix, Inc. • Pharmaceutical preparations
This STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of December 15, 2023, by and among Blue Water Biotech, Inc., a Delaware corporation (“Buyer”), Proteomedix AG, a Swiss Company (the “Company”), and the stockholders of the Company whose names appear on the signature pages of this Agreement (each, a “Company Stockholder”, and collectively, the “Company Stockholders”).
SUBSCRIPTION AGREEMENT December 15, 2023Subscription Agreement • December 21st, 2023 • Onconetix, Inc. • Pharmaceutical preparations
In connection with the proposed acquisition (the “Transaction”) by Blue Water Biotech, Inc., a Delaware corporation (together with its successors, the “Company”) of Proteomedix AG, a Swiss company (together with its successors, the “Target”), pursuant to and in accordance with that certain Share Exchange Agreement, dated as of the date hereof (as it may be amended, the “Share Exchange Agreement”), by and among, the Company and the Target, the Company is seeking commitments to purchase up to Five Million Dollars ($5 million) of units (the “Units”), each unit comprised of (i) one (1) share of the Company’s common stock, par value $0.00001 per share (the “Company Shares”), and (ii) one (1) pre-funded warrant (the “Warrants”) to purchase 0.3 of one Company Share at an exercise price of $0.001 per share, for an aggregate purchase price per Unit of $0.25 (the “Purchase Price”), in a private placement to be conducted by the Company (the “Offering”). Pursuant to the Share Exchange Agreement, u
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • December 21st, 2023 • Onconetix, Inc. • Pharmaceutical preparations • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of December 15, 2023 by and between (i) Blue Water Biotech, Inc., a Delaware corporation (together with its successors, the “Buyer”), and (ii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Share Exchange Agreement (as defined below).
SHARE EXCHANGE AGREEMENT by and among BLUE WATER BIOTECH, INC., PROTEOMEDIX AG, THOMAS MEIER as the sellers’ representative, and THE SHAREHOLDERS OF PROTEOMEDIX AG NAMED HEREIN, Dated as of December 15, 2023Share Exchange Agreement • December 21st, 2023 • Onconetix, Inc. • Pharmaceutical preparations • Delaware
This SHARE EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of December 15, 2023, by and among (i) Proteomedix AG, a Swiss Company (the “Company”), (ii) Blue Water Biotech, Inc., a Delaware corporation (“Buyer”), (iii) each of the holders of outstanding capital stock or Company Convertible Securities (other than Company Stock Options) named on Annex I hereto (collectively, the “Sellers”) and (iv) Thomas Meier, in the capacity as the representative of Sellers in accordance with the terms and conditions of this Agreement (the “Sellers’ Representative” and together with the Sellers and the Company, the “Seller Parties”). The Company, Buyer, Sellers’ Representative and the Sellers are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in Article X hereof.
FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • December 21st, 2023 • Onconetix, Inc. • Pharmaceutical preparations • Delaware
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of December 15, 2023, by [_______________________] (the “Subject Party”) in favor of and for the benefit of Blue Water Biotech, Inc., a Delaware corporation (the “Buyer”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Share Exchange Agreement.
