REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 4th, 2020 • Innovate Biopharmaceuticals, Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 29, 2020 by and among Innovate Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 4th, 2020 • Innovate Biopharmaceuticals, Inc. • Pharmaceutical preparations • North Carolina
This Executive Employment Agreement (“Agreement”) is executed on the 30th day of April, 2020 (the “Effective Date”), by and between Innovate Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), and John Temperato (the “Executive”). The Executive and the Company may be referred to herein as a “Party” or collectively as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 4th, 2020 • Innovate Biopharmaceuticals, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 29, 2020 by and among Innovate Biopharmaceuticals, Inc., to be renamed 9 Meters Biopharma, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
FORM OF STOCKHOLDER SUPPORT AGREEMENTForm of Stockholder Support Agreement • May 4th, 2020 • Innovate Biopharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This Stockholder Support Agreement (this “Agreement”), dated as of April 29, 2020, is by and between Innovate Biopharmaceuticals, Inc., a Delaware corporation (“Parent”), RDD Pharma, Ltd., an Israel corporation (the “Company”) and the undersigned (“Stockholder”).
SEPARATION AND GENERAL RELEASE AGREEMENTSeparation and General Release Agreement • May 4th, 2020 • Innovate Biopharmaceuticals, Inc. • Pharmaceutical preparations • North Carolina
This SEPARATION AND GENERAL RELEASE AGREEMENT (the “Agreement”) is made and entered into this 30th day of April, 2020, between Innovate Biopharmaceuticals, Inc. (name to change to 9 Meters Biopharma, Inc., immediately after the Closing (as defined below)), a Delaware corporation (the “Company”), and Sandeep Laumas, MD (“Executive”). Throughout the remainder of the Agreement, the Company and Executive may be collectively referred to as “the parties.”
PREFERRED STOCK PURCHASE WARRANTInnovate Biopharmaceuticals, Inc. • May 4th, 2020 • Pharmaceutical preparations
THIS PREFERRED STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, including without limitation Section 2(c), at any time on or after the date hereof, and on or prior to 5:00 p.m. (New York time) on May 4, 2025, which is the five year anniversary of the date hereof, (the “Expiry Time”) but not thereafter, to subscribe for and purchase from 9 Meters Biopharma, Inc., a Delaware corporation (the “Company”), up to [●] shares (the “Warrant Preferred Shares”) of Series A Convertible Preferred Stock, par value $0.0001 per share, of the Company (the “Preferred Stock”), subject to adjustment as provided herein. The purchase price of one share of Preferred Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AGREEMENT AND PLAN OF MERGER among: INNOVATE BIOPHARMACEUTICALS, INC. a Delaware corporation; NAIA MERGER SUB, INC. a Delaware corporation; SECOND NAIA MERGER SUB, LLC a Delaware limited liability company; NAIA RARE DISEASES, INC. an exempted company...Agreement and Plan of Merger • May 4th, 2020 • Innovate Biopharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 30, 2020 by and among: Innovate Biopharmaceuticals, Inc., a Delaware corporation (“Purchaser”); Naia Merger Sub, Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Purchaser (“Merger Sub I”); Second Naia Merger Sub, LLC, a Delaware limited liability company and an indirect wholly owned Subsidiary of Purchaser (“Merger Sub II” and together with Merger Sub I, “Merger Subs”); Naia Rare Diseases, Inc., an exempted company incorporated under the laws of the Cayman Islands (“Company”); and Naia Limited, an exempted company incorporated under the laws of the Cayman Islands, as Shareholders’ Agent. Capitalized terms used in this Agreement are defined or referenced in Exhibit A attached hereto.
