INDEMNIFICATION AGREEMENTIndemnification Agreement • December 13th, 2022 • ZyVersa Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of _____, 2022 by and between ZyVersa Therapeutics, Inc., 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2022 • ZyVersa Therapeutics, Inc. • Pharmaceutical preparations
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 12, 2022, is by and among Larkspur Health Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned Purchasers (each, a “Purchaser,” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT LARKSPUR HEALTH ACQUISITION CORP.ZyVersa Therapeutics, Inc. • December 13th, 2022 • 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 5:00 p.m. (New York City time) on December 12, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Larkspur Health Acquisition Corp., a Delaware corporation (the “Company”), up to [______]1 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).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 13th, 2022 • ZyVersa Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective September 13, 2022 (the “Effective Date”), by and between Peter Wolfe (“Executive”) and ZyVersa Therapeutics Inc., a Florida corporation (the “Company”). Each of the Company and Executive is a “Party” and, collectively, they are the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 13th, 2022 • ZyVersa Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 20, 20221, between Larkspur Health Acquisition Corp., 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”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2022 • ZyVersa Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 12, 2022, is made and entered into by and among ZyVersa Therapeutics, Inc., a Delaware corporation (f/k/a Larkspur Health Acquisition Corp., the “Company”, and prior to the Merger (as defined below), the Company is referred to herein as the “SPAC”), certain investors listed on the signature pages hereto (such investors collectively with Larkspur Health LLC (the “Sponsor”), the “Initial Investors”), and the undersigned parties listed under Holders on the signature pages hereto (each such party, together with the Initial Investors and any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
ContractWarrant Agreement • December 13th, 2022 • ZyVersa Therapeutics, Inc. • Pharmaceutical preparations
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO SAID ACT AND SUCH LAWS; OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER OR RESALE MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SAID ACT AND SUCH LAWS AND THE RECIPIENT OF SUCH TRANSFER OR SALE EXECUTES AN AGREEMENT WITH THE COMPANY OBLIGATING IT TO ABIDE BY COMPARABLE RESTRICTIONS ON TRANSFER AND RESALE.
