SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 10th, 2016 • Galena Biopharma, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 10, 2016, between Galena Biopharma Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SERIES A COMMON STOCK PURCHASE WARRANTGalena Biopharma, Inc. • May 10th, 2016 • Pharmaceutical preparations
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, JGB (Cayman) Newton Ltd. 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 November 10, 2016 (the “Initial Exercise Date”), and on or prior to the close of business on the Termination Date (as defined below) but not thereafter, to subscribe for and purchase from Galena Biopharma, Inc., a Delaware corporation (the “Company”), up to 1,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. 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).
SECURITY AGREEMENTSecurity Agreement • May 10th, 2016 • Galena Biopharma, Inc. • Pharmaceutical preparations • New York
This SECURITY AGREEMENT, dated as of May 10, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), is by and among Galena Biopharma, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company party hereto (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”), and JGB Collateral LLC, a Delaware limited liability company, as Agent (“Agent”) on behalf of the holders of the Company’s 9% Original Issue Discount Senior Secured Debentures due thirty (30) months following their issuance, in the original aggregate principal amount of $25,530,000 (collectively, the “Debentures”) signatory hereto (the Holders, collectively with their endorsees, transferees and permitted assigns, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • May 10th, 2016 • Galena Biopharma, Inc. • Pharmaceutical preparations • New York
SUBSIDIARY GUARANTEE, dated as of May 10, 2016 (as amended, restated, supplemented or otherwise modified from time to time, this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Galena Biopharma, Inc., a Delaware corporation (the “Company”), JGB Collateral LLC, a Delaware limited liability company, as Agent (“Agent”) and the Purchasers.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2016 • Galena Biopharma, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 10, 2016, between Galena Biopharma, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
9% ORIGINAL ISSUE DISCOUNTGalena Biopharma, Inc. • May 10th, 2016 • Pharmaceutical preparations • New York
THIS 9% ORIGINAL ISSUE DISCOUNT SENIOR SECURED DEBENTURE of Galena Biopharma, Inc., a Delaware corporation, (the “Company”), having its principal place of business at 2000 Crow Canyon Place, Suite 380, San Ramon, CA 94583 (this debenture, as amended, restated, supplemented or otherwise modified from time to time, the “Debenture”) issued pursuant to the Purchase Agreement (as defined below).
