WARRANT TO PURCHASE COMMON STOCK of Relmada Therapeutics, Inc. Void after _________, 2014Camp Nine, Inc. • May 27th, 2014 • Sporting & athletic goods, nec • New York
This certifies that, for value received, _________________, a ________________________, or its registered assigns (“Holder”) is entitled, subject to the terms set forth below, to purchase from Relmada Therapeutics, Inc. (the “Company”), a Delaware corporation, __________________ (_______) shares of the Common Stock of the Company (the “Shares”), upon surrender hereof, at the principal office of the Company referred to below and simultaneous payment therefor in lawful money of the United States or otherwise as hereinafter provided, at the Exercise Price as set forth in Section 2 below. This Warrant is issued pursuant to the Unit Purchase Agreement dated as of ____________, 2014, among the Company and certain Purchasers named therein (the “Purchase Agreement”). The number, character and Exercise Price of such shares of Common Stock (the "Common Stock") are subject to adjustment as provided below. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in s
RELMADA THERAPEUTICS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 27th, 2014 • Camp Nine, Inc. • Sporting & athletic goods, nec • Delaware
THIS INDEMNIFICATION AGREEMENT is made as of July 10, 2012 between Relmada Therapeutics, Inc. (the "Company"), a Delaware corporation, and Sergio Traversa ("Indemnitee").
SHARE EXCHANGE AGREEMENT BY AND AMONG CAMP NINE, INC. AND RELMADA THERAPEUTICS, INC. AND THE SHAREHOLDERS OF RELMADA THERAPEUTICS, INC. Dated as of: May 20, 2014Share Exchange Agreement • May 27th, 2014 • Camp Nine, Inc. • Sporting & athletic goods, nec • New York
This SHARE EXCHANGE AGREEMENT (“Agreement”), dated as of May 20, 2014, is made by and among CAMP NINE, INC., a corporation organized under the laws of Nevada (the “Acquiror”),, RELMADA THERAPEUTICS, INC., a corporation organized under the laws of Delaware (the “Acquiree”), and each of the Persons listed on Schedule I hereto who are shareholders of the Acquiree (collectively, the “Acquiree Shareholders,” and individually an “Acquiree Shareholder”). Each of the Acquiror, Acquiree and Acquiree Shareholders are referred to herein individually as a “Party” and collectively as the “Parties.”
OPTION TO PURCHASE COMMON STOCK OF RELMADA THERAPEUTICS, INC.Camp Nine, Inc. • May 27th, 2014 • Sporting & athletic goods, nec
Relmada Therapeutics, Inc. (the “Company”), hereby grants Eliseo Salinas (the “Optionee”) an opportunity to purchase shares of the Company’s Common Stock of the par value of $0.01 per share (“Common Stock”) on the terms and subject to the conditions hereinafter provided, and as further contemplated in that certain employment agreement dated as of January 31, 2014 between the Optionee and the Company (“the Employment Agreement”).
UNIT PURCHASE AGREEMENT BY AND AMONG RELMADA THERAPEUTICS, INC. AND THE PURCHASERS PARTY HERETO May __, 2014Unit Purchase Agreement • May 27th, 2014 • Camp Nine, Inc. • Sporting & athletic goods, nec • New York
THIS UNIT PURCHASE AGREEMENT (the “Agreement”) is entered into on May __, 2014 by and among Relmada Therapeutics, Inc., a Delaware corporation (the “Company”) and the purchasers identified on Exhibit A on the date hereof (which purchasers are hereinafter collectively referred to as the “Purchasers” and each individually as, a “Purchaser”).
Form of WarrantCamp Nine, Inc. • May 27th, 2014 • Sporting & athletic goods, nec • New York
This certifies that, for value received, , a , or its registered assigns (the “Holder”) is entitled, subject to the terms set forth below, to purchase from Relmada Therapeutics, Inc. (the “Company”), a Delaware corporation, ( ) (being an amount equal to 25% x the “Principal Amount” of the related Senior Subordinated Promissory Note issued pursuant to the Purchase Agreement – as defined below –, divided by the Exercise Price) shares of the Common Stock of the Company (the “Shares”), upon surrender hereof, at the principal office of the Company referred to below and simultaneous payment therefor in lawful money of the United States or otherwise as hereinafter provided, at the Exercise Price as set forth in Section 2 below. This warrant (the “Warrant”) is issued pursuant to the “Senior Subordinated Convertible Promissory Note Purchase Agreement” dated as of , 2012, among the Company and certain “Purchasers” named therein (the “Purchase Agreement”). The number, character and Exercise Price
BY AND AMONG RELMADA THERAPEUTICS, INC. AND THE INVESTORS PARTY HERETO2014 Unit Investor Rights Agreement • May 27th, 2014 • Camp Nine, Inc. • Sporting & athletic goods, nec • New York
THIS 2014 UNIT INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of ________ __, 2014, by and among Relmada Therapeutics, Inc., a Delaware corporation (the “Company”), the persons identified on Exhibit A hereto (the “Investors”), and the Placement Agent (defined below).
LOCK-UP LETTER AGREEMENTLock-Up Letter Agreement • May 27th, 2014 • Camp Nine, Inc. • Sporting & athletic goods, nec
LOCK-UP LETTER AGREEMENTLock-Up Letter Agreement • May 27th, 2014 • Camp Nine, Inc. • Sporting & athletic goods, nec
AGREEMENT AND PLAN OF MERGER among RELMADA THERAPEUTICS, INC. and MEDEOR, INC. dated as of December 31, 2013Agreement and Plan of Merger • May 27th, 2014 • Camp Nine, Inc. • Sporting & athletic goods, nec • New York
This Agreement and Plan of Merger (this "Agreement"), is entered into as of December ____, 2013, by and between RELMADA THERAPUETICS, INC., a Delaware corporation (the "Company") and MEDEOR, INC., a Delaware corporation ("Medeor"). The Company and Medeor are sometimes individually referred to as a “Party” and collectively as the “Parties.” Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them as set forth in Annex I hereto.
NON-DISCLOSURE, ASSIGNMENT OF INVENTIONS, NON-SOLICITATION AND NON-COMPETE AGREEMENTNon-Solicitation and Non-Compete Agreement • May 27th, 2014 • Camp Nine, Inc. • Sporting & athletic goods, nec • Pennsylvania
THIS AGREEMENT, dated as of April 18, 2012, is made by and between Relmada Therapeutics, Inc., a Delaware corporation (the "Company") whose mailing address is P.O. Box 1266, Blue Bell, PA 19422-0409 and Sergio Traversa, PharmD ("Employee"), residing at 415 East 37th Street, Suite 29 L, New York NY 10016.
LOCK-UP LETTER AGREEMENTLock-Up Letter Agreement • May 27th, 2014 • Camp Nine, Inc. • Sporting & athletic goods, nec
EMPLOYMENT AGREEMENTEmployment Agreement • May 27th, 2014 • Camp Nine, Inc. • Sporting & athletic goods, nec • New York
This Employment Agreement (the "Agreement"), is made by and between Relmada Therapeutics, Inc., a Delaware corporation (the "Company") whose mailing address is P.O. Box 1266, Blue Bell, PA 19422-0409 and Sergio Traversa, PharmD, MBA ("Employee"), residing at 138 Canterbury Lane, Blue Bell, PA 19422, on April 15, 2013 (the "Commencement Date").
COPY NON-DISCLOSURE, ASSIGNMENT OF INVENTIONS, NON-SOLICITATION AND NON-COMPETE AGREEMENTNon-Solicitation and Non-Compete Agreement • May 27th, 2014 • Camp Nine, Inc. • Sporting & athletic goods, nec • Pennsylvania
THIS AGREEMENT, dated as of January 31, 2014 is made by and between Relmada Therapeutics, Inc., a Delaware corporation (the "Company") whose mailing address is 501 Fifth Avenue, Suite 300, New York, NY 10017 and Eliseo Salinas, MD ("Employee"), residing at 39 Union Avenue, Bala Cynwyd, PA 19004.
