Rain Therapeutics Inc. Common Stock Underwriting AgreementUnderwriting Agreement • April 9th, 2021 • Rain Therapeutics Inc. • Pharmaceutical preparations • New York
Rain Therapeutics Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ 🌑 ] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [ 🌑 ] additional shares (the “Optional Shares”) of Common Stock (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 2nd, 2021 • Rain Therapeutics Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of __________ by and between Rain Therapeutics Inc., a Delaware corporation (the “Company”), and __________ (the “Indemnitee”) and shall be deemed effective upon the earliest date that the Indemnitee is duly elected or appointed as a director or officer of the Company.
RAIN THERAPEUTICS INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT September 2, 2020Investors’ Rights Agreement • April 2nd, 2021 • Rain Therapeutics Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of September 2, 2020, by and among Rain Therapeutics Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A attached hereto, (each, an “Investor,” and collectively, the “Investors”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 2nd, 2021 • Rain Therapeutics Inc. • Pharmaceutical preparations • California
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of September 10, 2020 (the “Effective Date”), by and between Rain Therapeutics Inc. (the “Company”) and Robert Doebele (“Executive”).
OFFICE LEASE AGREEMENT (MULTI-TENANT, FULL-SERVICE GROSS, CALIFORNIA) between as Landlord and Rain Therapeutics, Inc. as TenantOffice Lease Agreement • April 2nd, 2021 • Rain Therapeutics Inc. • Pharmaceutical preparations
This Office Lease Agreement (this “Lease”) is made as of the Lease Date set forth in the Basic Lease Information, by and between the Landlord identified in the Basic Lease Information (“Landlord”), and the Tenant identified in the Basic Lease Information (“Tenant”). Landlord and Tenant hereby agree as follows:
LICENSE AGREEMENT BETWEEN DAIICHI SANKYO COMPANY, LIMITED AND RAIN THERAPEUTICS INC.License Agreement • April 2nd, 2021 • Rain Therapeutics Inc. • Pharmaceutical preparations • New York
Rain shall [***] (and in any event within [***] after achievement of such milestone event) notify Daiichi Sankyo in writing of the achievement of any such milestone event. After receipt of such notice from Rain, Daiichi Sankyo shall issue Rain an invoice for the amount of the corresponding milestone payment. Rain shall pay Daiichi Sankyo within [***] after receipt of an invoice therefor from Daiichi Sankyo. If at the time any given milestone payment set forth in this Section 5.2 is due [***] and one or more preceding milestone payments for antecedent milestone events [***] have not been paid, then such unpaid precedent milestone payments shall be paid at such time as well. Notwithstanding the foregoing, [***], then, milestone event a) and b) are achieved and milestone payments for milestone event a) and b) shall become due. Rain shall notify Daiichi Sankyo in writing (i) [***] after the achievement of such milestone event (“First Notice”) and (ii) on [***] (“Second Notice”). Daiichi Sa
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.Intellectual Property License Agreement • April 2nd, 2021 • Rain Therapeutics Inc. • Pharmaceutical preparations • Pennsylvania
This Intellectual Property License Agreement (this “Agreement”) includes this Signature Page and all of the attached Terms and Conditions and Exhibits, as applicable. This Agreement is between Drexel University, a Pennsylvania non-profit corporation (“Drexel”), and Rain Therapeutics Inc., a Delaware corporation (“Company”). This Agreement is being signed on July 30, 2020 (the “Execution Date”). This Agreement will become effective on July 30, 2020 (the “Effective Date”).
EXCHANGE AGREEMENTExchange Agreement • April 19th, 2021 • Rain Therapeutics Inc. • Pharmaceutical preparations
THIS EXCHANGE AGREEMENT (this “Agreement”) is made as of April 17, 2021, by and among the investors listed on Exhibit A attached hereto (each an “Investor” and together, the “Investors”) and Rain Therapeutics Inc., a Delaware corporation (the “Company”).
SECOND AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • March 9th, 2023 • Rain Oncology Inc. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO OFFICE LEASE AGREEMENT (this “Amendment”) is made effective as of October 4, 2022 (the “Effective Date”), by and between BSP SENITA 8000 JARVIS, LLC, a Delaware limited liability company (“Landlord”), and RAIN THERAPEUTICS INC., a Delaware corporation (“Tenant”).
AGREEMENT AND PLAN OF MERGER among PATHOS AI, INC., WK MERGER SUB, INC. and RAIN ONCOLOGY INC. Dated as of December 13, 2023Agreement and Plan of Merger • December 14th, 2023 • Rain Oncology Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 13, 2023, among Pathos AI, Inc., a Delaware corporation (“Parent”), WK Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”) and Rain Oncology Inc., a Delaware corporation (the “Company”).
CONTINGENT VALUE RIGHTS AGREEMENTRights Agreement • January 26th, 2024 • Rain Oncology Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of January 26, 2024 (this “Agreement”), is entered into by and between Pathos AI, Inc., a Delaware corporation (the “Parent”), WK Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (the “Purchaser”), Equiniti Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the initial representative, agent and attorney in-fact of the Holders (the “Representative”).
RAIN THERAPEUTICS, INC. FIRST AMENDMENT TO UNDERWRITING AGREEMENTUnderwriting Agreement • November 7th, 2022 • Rain Therapeutics Inc. • Pharmaceutical preparations
This letter serves as an amendment (the “First Amendment”) to the Underwriting Agreement (the “Underwriting Agreement”), dated November 3, 2022, by and between Rain Therapeutics, Inc., a Delaware corporation (the “Company”) and Guggenheim Securities, LLC, acting as the representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters,” or each, an “Underwriter”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Underwriting Agreement.
NOTICE OF LEASE TERMSNotice of Lease Terms • November 9th, 2023 • Rain Oncology Inc. • Pharmaceutical preparations
This NOTICE OF LEASE TERMS (“Notice”) is made and entered into effective as of July 26, 2023, by and between BSP SENITA 8000 JARVIS, LLC, a Delaware limited liability company (“Landlord”) and RAIN THERAPEUTICS INC., a Delaware corporation (“Tenant”).
6,861,080 Shares of Common Stock 1,715,250 Shares of Non-Voting Common Stock RAIN THERAPEUTICS INC. UNDERWRITING AGREEMENTLetter Agreement • November 7th, 2022 • Rain Therapeutics Inc. • Pharmaceutical preparations • New York
Rain Therapeutics Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 8,576,330 shares (the “Firm Shares”), which comprise (i) 6,861,080 shares of its voting common stock, par value $0.001 per share (the “Voting Common Stock”) and (ii) 1,715,250 shares of its non-voting common stock, par value $0.001 per share (the “Non-Voting Common Stock” and, together with the Voting Stock, the “Common Stock”). The Company also proposes to issue and sell to the several Underwriters up to an additional 1,286,449 shares (the “Additional Shares”) of Voting Common Stock at the option of the Underwriters as provided in Section 2(c) below. The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the “Shares.” Guggenheim Securities, LLC (“Guggenheim S
THIRD AMENDMENT TO OFFICE LEASE AGREEMENTOffice Lease Agreement • May 11th, 2023 • Rain Oncology Inc. • Pharmaceutical preparations
THIS THIRD AMENDMENT TO OFFICE LEASE AGREEMENT (this “Amendment”) is made effective as of March 16, 2023 (the “Effective Date”), by and between BSP SENITA 8000 JARVIS, LLC, a Delaware limited liability company (“Landlord”), and RAIN THERAPEUTICS INC., a Delaware corporation (“Tenant”).
