AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 3rd, 2022 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Maryland
This Amended and Restated Employment Agreement (the “Amended Agreement”) is entered into as of the 1st day of September, 2019, by and between Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), and Michael Vander Hoek, MHSA, an individual residing at the address set forth on Schedule A hereto (the “Executive”).
FORM OF COMMON STOCK PURCHASE WARRANT SHUTTLE PHARMACEUTICALS HOLDINGS, INC.Shuttle Pharmaceuticals Holdings, Inc. • June 3rd, 2022 • Pharmaceutical preparations • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or any registered assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time following the Issue Date (the “Initial Exercise Date”) and on or prior to the close of business on ____________, 20261 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), up to 250,000 shares of Common Stock (the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be $1.00.
SHUTTLE PHARMACEUTICALS HOLDINGS, INC. CONVERTIBLE NOTEShuttle Pharmaceuticals Holdings, Inc. • June 3rd, 2022 • Pharmaceutical preparations • New York
FOR VALUE RECEIVED, Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (“Shuttle Pharma” or the “Maker”), hereby promises to pay to the order of _________________________ (the “Subscriber”), or registered assigns (together with the Subscriber, the “Holder”), the amount set out above as the Original Principal Amount, as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise (the “Principal”), when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof).
Form of NoteShuttle Pharmaceuticals Holdings, Inc. • June 3rd, 2022 • Pharmaceutical preparations • New York
FOR VALUE RECEIVED, Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (“Shuttle Pharma” or the “Maker”), hereby promises to pay to the order of [ ] (the “Subscriber”), or its registered assigns (together with the Subscriber, the “Holder”), the amount set out above as the Original Principal Amount, as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise (the “Principal”), when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 3rd, 2022 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
Many of the above-listed factors are beyond our control. Accordingly, we cannot assure you that we will ever be able to generate revenue through the sale of our product candidates. Any one of these factors or other factors discussed in this prospectus could affect our ability to successfully commercialize product candidates, which could impact our ability to earn sufficient revenues to transition from a developmental stage company and continue our business. If we are not successful in obtaining marketing approval of and commercializing our product candidates, or are significantly delayed in doing so, our business will be materially harmed. We have a limited operating history and have incurred significant losses since our inception, and we anticipate that we will continue to incur losses for the foreseeable future and may never achieve or maintain profitability.
SUBSCRIPTION AGREEMENTSubscription Agreement • June 3rd, 2022 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
This Subscription Agreement (this “Agreement”) has been executed by the subscriber set forth on the signature page hereof (the “Subscriber”) in connection with the private placement offering (the “Offering”) of a minimum of $2,500,000 (the “Minimum Offering”) and a maximum of $10,000,000 (the “Maximum Offering”) of Units of securities (the “Units”), plus up to an additional $1,500,000 of Units to cover over-subscriptions, issued by Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), at a purchase price of $1,000 per Unit (the “Purchase Price”). Each Unit consists of (i) one share of the Company’s Series A Convertible Preferred Stock, par value $0.00001 per share, with a Stated Value of $1,000 per share (the “Series A Preferred Stock”), and (ii) a warrant, substantially in the form of Exhibit A hereto (the “Warrant”), representing the right to purchase a number of shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), equal to th
SUBSCRIPTION AGREEMENTSubscription Agreement • June 3rd, 2022 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Maryland
Subscription. The undersigned (sometimes referred to herein as the “Investor”) hereby subscribes for and agrees to purchase the principal amount of the Notes and Warrants (as defined below) of Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), for the purchase price (the “Purchase Price”) set forth on the signature page hereto (collectively, the “Offering Documents”). Terms not defined herein are as defined in the Offering Documents. The Company is seeking to raise, through a private placement of the Notes pursuant to Rule 506(b) promulgated under the Securities Act of 1933, as amended, $500,000 (the “Offering Amount”) in this Offering. Boustead and the Company, in their sole discretion, may accept subscriptions in excess of the Maximum Offering Amount. The minimum amount of investment required from any one subscriber to participate in this Offering is $250,000, however, the Company reserves the right, in its sole discretion, to accept subscriptions less th
CONSULTING AGREEMENTConsulting Agreement • June 3rd, 2022 • Shuttle Pharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Maryland
This CONSULTING AGREEMENT (this “Agreement”) is made this 1st day of January, 2022, by and between Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), and Steven Bayern, (the “Consultant”).
