INDEMNIFICATION AGREEMENTIndemnification Agreement • February 14th, 2017 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement ("Agreement") is made as of _________ __, 2016 by and between Adgero Biopharmaceuticals Holdings, Inc., a Delaware corporation (the "Company"), and ______________ ("Indemnitee").
EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2017 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New Jersey
This EMPLOYMENT AGREEMENT (this “Agreement”), dated April 8, 2016 and effective on the date of consummation of the initial closing of the private placement offering of the Company’s common stock (the “Effective Date”), is by and between ADGERO BIOPHARMACEUTICALS HOLDINGS, INC., a Delaware corporation (the “Company”) and Steven J. Rychnovsky (the “Executive”).
INCENTIVE STOCK OPTION GRANT AGREEMENTIncentive Stock Option Grant Agreement • February 14th, 2017 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Delaware
This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Adgero Biopharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2017 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New Jersey
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 13, 2017 is by and between ADGERO BIOPHARMACEUTICALS HOLDINGS, INC., a Delaware corporation (the “Company”) and Jane M. Maida (the “Employee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 14th, 2017 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 14th, 2017 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
This Placement Agency Agreement ("Agreement") sets forth the terms upon which Aegis Capital Corp., a New York corporation (“Aegis” or “Placement Agent”), a registered broker-dealer and member of the Financial Industry Regulatory Authority ("FINRA"), shall be engaged by Adgero Biopharmaceuticals, Inc., a Delaware corporation (“OPCO”) and Adgero Biopharmaceuticals Holdings, Inc., a Delaware corporation (“Issuer”), to act as exclusive Placement Agent in connection with the private placement (the “Offering”) of units (“Units”) of securities of Issuer, with each Unit consisting of (i) one (1) share of common stock, par value $0.0001 per share (the “Common Stock”), of Issuer (the “Shares”) and (ii) one (1) warrant (the “Warrants”), with each Warrant entitling the holder to purchase one share of Common Stock for a five-year period at an exercise price of $5.00 per share. The Offering will consist of a minimum of 600,000 Units ($3,000,000) (the “Minimum Amount”) and a maximum of 1,500,000 Unit
AGREEMENT AND PLAN OF MERGER by and among ADGERO BIOPHARMACEUTICALS HOLDINGS, INC., ADGERO ACQUISITION, INC., ADGERO BIOPHARMACEUTICALS, INC. and FRANK G. PILKIEWICZ, as the STOCKHOLDER REPRESENTATIVE Dated as of January 11, 2016Agreement and Plan of Merger • February 14th, 2017 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
THIS AGREEMENT AND PLAN OF MERGER, dated as of January 11, 2016 (this “Agreement”), by and among Adgero Biopharmaceuticals Holdings, Inc., a Delaware corporation (“Parent”), Adgero Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Adgero Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), and Frank G. Pilkiewicz, as Stockholder Representative (the “Stockholder Representative”).
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 14th, 2017 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations
This AMENDMENT to the ASSET PURCHASE AGREEMENT (this “Amendment”) is made as of May 12, 2014 (the “Effective Date”), by and between ADGERO BIOPHARMACEUTICALS, INC., a Delaware corporation (the “Buyer”) and ST. CLOUD INVESTMENTS, LLC, a limited liability corporation incorporated in the British Virgin Islands (the “Seller”). Capitalized terms used and not defined in this Amendment have the meanings given to them in the APA.
SUBSCRIPTION AGREEMENTSubscription Agreement • February 14th, 2017 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
6% CONVERTIBLE NOTEAdgero Biopharmaceuticals Holdings, Inc. • February 14th, 2017 • Pharmaceutical preparations • New York
THIS AMENDMENT NO. 1 TO 6% CONVERTIBLE NOTE, dated as of March 25, 2016 (this “Amendment”), between Adgero Biopharmaceuticals, Inc., a Delaware corporation (the “Company”) and Robert F. Hendrickson (the “Investor”).
AEGIS CAPITAL CORP. New York, New York 10019 Tel (212) 813-1010 / Fax (212) 813-1048Letter Agreement • February 14th, 2017 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
This letter agreement (the “Agreement”) confirms the engagement of Aegis Capital Corp. (“Aegis” or the “Placement Agent”) by Adgero Biopharmaceutical Holdings, Inc., a Delaware corporation (the “Company”), to act as exclusive placement agent to the Company in connection with a proposed offering (the “Offering”) of up to a maximum of 200,000 units (“Units”) of its securities in the amount of $1,000,000 (“Maximum Amount”), and up to an aggregate amount of 200,000 additional Units in the amount of $1,000,000 to cover over-allotments, if any (the “Over-Allotment Amount”). Each Unit shall consist of (i) one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and (ii) one warrant to purchase one share of Common Stock, for a five year period at an initial exercise price of $5.00 per share (each a “Warrant”). The purchase price for the Units will be $5.00 per Unit. The Offering shall be made in accordance with the exemption from the registration requirements o
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT, INCENTIVE STOCK OPTION GRANT AGREEMENT AND NONQUALIFIED STOCK OPTION GRANT AGREEMENTEmployment Agreement, Incentive Stock Option Grant Agreement and Nonqualified Stock Option Grant Agreement • February 14th, 2017 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations
This Amendment No. 1 (the “Amendment”) to that certain Employment Agreement (the “Employment Agreement”) by and between Laura Pflug (the “Employee”) and Adgero Biopharmaceuticals Holdings, Inc. (the “Company”) and to that certain Incentive Stock Option Grant Agreement (the “ISO Agreement”) by and between the Employee and the Company and to that certain Nonqualified Stock Option Grant Agreement (the “NQSO Agreement”) by and between the Employee and the Company, is effective as of February 8, 2017.
6% CONVERTIBLE NOTEAdgero Biopharmaceuticals Holdings, Inc. • February 14th, 2017 • Pharmaceutical preparations • New York
THIS AMENDMENT NO. 1 TO 6% CONVERTIBLE NOTE, dated as of March 21, 2016 (this “Amendment”), between Adgero Biopharmaceuticals, Inc., a Delaware corporation (the “Company”) and Adam K. Stern (the “Investor”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 14th, 2017 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • New York
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT AND NONQUALIFIED STOCK OPTION GRANT AGREEMENTEmployment Agreement • February 14th, 2017 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations
This Amendment No. 1 (the “Amendment”) to that certain Employment Agreement (the “Employment Agreement”) by and between Frank Pilkiewicz (the “Employee”) and Adgero Biopharmaceuticals Holdings, Inc. (the “Company”) and to that certain Nonqualified Stock Option Grant Agreement (the “NQSO Agreement”) by and between the Employee and the Company, is effective as of February 8, 2017.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT, INCENTIVE STOCK OPTION GRANT AGREEMENT AND NONQUALIFIED STOCK OPTION GRANT AGREEMENTEmployment Agreement • February 14th, 2017 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations
This Amendment No. 1 (the “Amendment”) to that certain Employment Agreement (the “Employment Agreement”) by and between Steve Rychnovsky (the “Employee”) and Adgero Biopharmaceuticals Holdings, Inc. (the “Company”) and to that certain Incentive Stock Option Grant Agreement (the “ISO Agreement”) by and between the Employee and the Company and to that certain Nonqualified Stock Option Grant Agreement (the “NQSO Agreement”) by and between the Employee and the Company, is effective as of February 8, 2017.
RESTRICTED STOCK AWARD AGREEMENT ADGERO BIOPHARMACEUTICALS HOLDINGS, INC.Restricted Stock Award Agreement • February 14th, 2017 • Adgero Biopharmaceuticals Holdings, Inc. • Pharmaceutical preparations • Delaware
This Restricted Stock Award Agreement (the “Agreement”), dated as of the “Award Date” set forth in the attached Exhibit A (the “Award Date”), is entered into between Adgero Biopharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Awardee”).
