Exhibit 10.18


 


SECOND AMENDMENT, WAIVER AND CONSENT


 


This Second Amendment,
Waiver and Consent (“Second Consent”) is made and entered into as of October ___, 2015, by and among Accelerated Pharma,
Inc., a Delaware corporation (the “Company”), and the parties identified on the signature page hereto (each a “Prior
Purchaser” and collectively, “Prior Purchasers”). Capitalized terms used but not defined herein will have the
meanings assigned to them in the Securities Purchase Agreements and Transaction Documents (as defined below). Capitalized terms
defined herein shall be incorporated in the Transaction Documents, as appropriate.


 


WHEREAS, the Company and
Prior Purchasers identified on Schedule A entered into Securities Purchase Agreements (“Securities Purchase Agreements”)
and other Transaction Documents (collectively, “Transaction Documents”) dated as of December 23, 2014, May 8, 2015
and June 11, 2015; and


 


WHEREAS, the Transaction
Documents were previously amended and certain consents and waivers were granted pursuant to a certain Amendment, Waiver and Consent
entered into as of May 8, 2015; and


 


WHEREAS, the Company issued
to the Prior Purchasers Secured Convertible Notes (“Prior Notes”) and Warrants (the “Prior Warrants”);
and


 


WHEREAS, the Company intends
to sell secured convertible notes (“Proposed Offering Notes”) and Common Stock purchase warrants (“Proposed Offering
Warrants”) for an aggregate purchase price of $500,000 (the “Proposed Offering”) as set forth in certain securities
purchase agreement and related transaction documents (collectively, “Proposed Offering Securities Purchase Agreement”
and “Proposed Offering Transaction Documents”), dated at or after the date of this Consent, between the Company and
the purchasers thereto (“Proposed Offering Purchasers”), and the exhibits and schedules attached thereto; and


 


WHEREAS, in connection
with the Proposed Offering, the Prior Purchasers are entitled to certain rights; and


 


WHEREAS, in connection
with the Proposed Offering, the Company and Prior Purchasers agree to the following amendments, waivers, and consents, which amendments,
waivers and consents shall be effective, the approval of a Majority in Interest which shall be binding on all Prior Purchasers,
and only upon the closing of the Proposed Offering (“Effective Date”).


 


NOW, THEREFORE, the Company
and Prior Purchasers hereby agree as follows:


 


1.          The definition of Public Company
Date shall be amended to mean not later than the 150th day after the Qualified Offering has been consummated.


 


2.          The definition of “Qualified
Offering” in Section 1.1 of the Securities Purchase Agreements is deleted and replaced with the following:


 




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““Qualified Offering”
means the first occurrence of an offering of the Company’s Common Stock which closes in one or more closings in connection
with which the Company receives not less than $5,000,000 of gross cash proceeds from the sale of Common Stock on or before March
31, 2016 by Palladium Capital Advisors, LLC pursuant to the terms of an investment banking agreement between the Company and Palladium
Capital Advisors, LLC, and thereafter by the Company or other placement agent until the Maturity Date (as defined in the Note)
accelerated or otherwise.”


 


3.          Section 5.5 of the Securities Purchase
Agreement is deleted and replaced with the following:


 


“Amendments; Waivers.
Except with respect to the Amended and Restated Security Agreement, no provision of this Agreement nor any other Transaction Document
may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company
and the Purchasers holding at least a majority in interest (“Majority in Interest”) of the component of the
affected Securities then outstanding or, in the case of a waiver, by the party against whom enforcement of any such waived provision
is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement nor any other Transaction
Document shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other
provision, condition or requirement thereof, nor shall any delay or omission of any party to exercise any right thereunder in any
manner impair the exercise of any such right. For purposes of determining a Majority in Interest with respect to the Prior Offering
Notes, the holders of Prior Notes and Proposed Offering Notes shall be aggregated. A Majority in Interest with respect to the Amended
and Restated Security Agreement shall mean a majority based on the aggregate of the Prior Purchasers and Proposed Offering Purchasers.”


 


4.          In connection with the Proposed Offering,
the Purchasers waive the prohibition on the Company from engaging in Subsequent Equity Sales as defined in Section 4.9 of the Securities
Purchase Agreements.


 


5.          Section 4.10 of the Securities Purchase
Agreements will be deleted in its entirety and replaced with the following:


 


“4.10 Equal Treatment of
Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid to any Person
to amend or consent to a waiver or modification of any provision of any of the Transaction Documents or Proposed Offering Transaction
Documents (which means the Proposed Offering by the Company of $500,000 (“Proposed Offering”) in secured convertible
notes (“Proposed Offering Notes”), and Common Stock purchase warrants (“Proposed Offering Warrants”) pursuant
to the terms of the securities purchase agreement (“Proposed Offering Securities Purchase Agreement”) dated at or after
the date of this Agreement but before November 30, 2015 and other transaction documents (“Proposed Offering Transaction Documents”))
unless the same or substantially similar consideration is also offered, mutatis mutandis, on a ratable basis to all of the
parties to this Agreement and the Proposed Offering Securities Purchase Agreement. For clarification purposes, this provision constitutes
a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the
Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group
with respect to the purchase, disposition or voting of Securities or otherwise.”


 




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6.          Section 2(e) of the Prior Notes will
be deleted in its entirety and replaced with the following:


 


“(e) Pari Passu. Except
as otherwise set forth herein, all payments made on this Note, the Other Notes, the other Prior Notes, and the Proposed Offering
Notes and all actions taken by the Borrower with respect to this Note, the Other Notes, the other Prior Notes and Proposed Offering
Notes, including but not limited to Mandatory Conversion, if such action may or must be taken with respect to this Note, Other
Notes, the Other Prior Notes or Proposed Offering Notes, shall be made and taken pari passu with respect to this Note, the
Other Notes, the other Prior Notes. Notwithstanding anything to the contrary contained herein or in the Transaction Documents,
it shall not be considered non-pari passu for a Holder, Other Holder, Holder of Other Prior Notes or Proposed Note Holder to elect
to receive interest paid in shares of Common Stock or for the Borrower to actually pay interest in shares of Common Stock to such
electing Holder, Other Holder, Holder of other Prior Notes or Proposed Note Holder.”


 


7.          Section 8(a)xxi of the Note shall
be deleted in its entirety and replaced with the following: “the occurrence of an Event of Default under any Other Note,
any other Prior Note or any Proposed Offering Note.”


 


8.          Section 1(c) of the Amended and Restated
Security Agreement is deleted in its entirety and replaced with the following:


 


“(c) “Majority in Interest”
means, at any time of determination, the holders of a majority (based on then-outstanding principal amounts and accrued interest
of Notes at the time of such determination) of the Notes, Notes issued by the Company on May 8, 2014 and June 11, 2015 on substantially
similar terms as the Notes (except as to conversion price and Warrant exercise price) and Proposed Offering Notes.”


 


9.          The undersigned consents to the Company
completing the Proposed Offering pursuant to the terms of this Second Consent.


 


10.          The undersigned represents to the
Company that it is the holder of the Prior Notes and Prior Warrants in the amounts set forth on Schedule A hereto, it has
not sold, transferred or otherwise assigned any of the Prior Notes and Prior Warrants and it has the authority to enter into and
deliver this Consent.


 


11.          The Company represents
that Schedule A hereto identifies all of the holders and sets forth the amounts as of the closing date of the Proposed Offering
of all of the securities issued or issuable pursuant to the Securities Purchase Agreements and that the Transaction Documents have
not been previously amended nor any waiver of any term thereof granted by any party thereto other than as set forth in the Amendment
Waiver and Consent and in this Second Consent.


 


12.          This Second Consent may be executed
in counterparts, each of which shall be deemed an original but all of which shall together constitute one and the same instrument.
This Second Consent may be signed and delivered by facsimile or electronically and such facsimile or electronically signed and
delivered Second Consent shall be enforceable.


 


13.          This Second Consent shall be included
in the definition of Transaction Documents as such term is defined in the Securities Purchase Agreements.


 




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14.          Sections 5.4, 5.5, 5.12 and 5.21
of the Securities Purchase Agreements are incorporated herein by reference.


 


15.          The parties acknowledge that this
Second Consent is being entered into for the benefit of the Proposed Offering Purchasers and who are hereby made third party beneficiaries
of this Second Consent with rights of enforcement until the sooner of the abandonment of the Proposed Offering or October 30, 2015.
This Second Consent may not be amended without the consent of such investors described in the Securities Purchase Agreement to
the Proposed Offering, which consent may be withheld for any reason.


 


16.          Except as expressly
set forth herein, this Second Consent shall not be deemed to be a waiver, amendment or modification of any provisions of the Transaction
Documents or of any right, power or remedy of the Purchaser, or constitute a waiver of any provision of the Transaction
Documents (except to the extent herein set forth), or any other document, instrument and/or agreement executed or delivered in
connection therewith and any other agreement to which the Purchaser may be parties to, in each case whether arising before or after
the date hereof or as a result of performance hereunder or thereunder. Except as set forth herein, the Purchaser reserves
all rights, remedies, powers, or privileges available under the Transaction Documents and any other agreement to which the
Purchaser may be parties to, at law or otherwise. This Second Consent shall not constitute a novation or satisfaction and
accord of the Transaction Documents or any other document, instrument and/or agreement executed or delivered in connection
therewith and any other agreement to which the Purchaser may be a party to.


 


(Signatures to follow)


 




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IN WITNESS WHEREOF, the Company and the undersigned
Prior Purchasers have caused this Second Consent to be executed as of the date first written above.


 


	 	ACCELERATED PHARMA, INC.
	 	the “Company”
	 	 	 
	 	By:	 


 


“PRIOR PURCHASER”


 


Name of Prior Purchaser: ______________________________________________________________


 


Signature of Authorized Signatory of Prior
Purchaser: _______________________________________


 


Name of Authorized Signatory: ___________________________________________________________


 


Title of Authorized Signatory: ____________________________________________________________


 








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