Exhibit 10.17


 


AMENDMENT, WAIVER AND CONSENT


 


This Amendment, Waiver
and Consent (“Consent”) is made and entered into as of May 8, 2015, by and among Accelerated Pharma, Inc., a Delaware
corporation (the “Company”), and the parties identified on the signature page hereto (each a “Purchaser”
and collectively, “Purchasers”). Capitalized terms used but not defined herein will have the meanings assigned to them
in the Securities Purchase Agreements (as defined below).


 


WHEREAS, the Company and
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; and


 


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


 


WHEREAS, the Company intends
to sell Secured Convertible Notes (“Proposed Offering Notes”) and Warrants (“Proposed Offering Warrants”)
for an aggregate purchase price of up to $2,500,000 (the “Proposed Offering”) set forth in the Securities Purchase
Agreement and transaction documents (collectively, “Proposed Offering Securities Purchase Agreement” and “Proposed
Offering Transaction Documents”), dated at or about 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 Purchasers are entitled to certain rights; and


 


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


 


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


 


1.          The definition of Public Company
Date shall be amended to no later than November 30, 2015.


 


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


 


““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 August
31, 2015 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.”


 




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3.          The following shall be added to the
Securities Purchase Agreement as Section 4.3(c):


 


“For so long as the Notes and
Prior Offering Notes remain outstanding the Company shall engage Scott Levin as a consultant (the “Consultant”)
pursuant to the terms of a consulting agreement, the form of which is annexed hereto as Exhibit G. The Consultant will be
given direct access to (but not control over) all of the Company’s financial accounts and regular access the Company’s
Chief Executive Officer and Chief Financial Officer. Consultant will provide a monthly written report to the Purchasers and the
Prior Offering Purchasers regarding the Company’s financial and business status. The Company will be responsible to compensate
Consultant pursuant to the terms of the consulting agreement.”


 


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


 


5.          Section 4.10 of the Securities Purchase
Agreement 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 up to $2,500,000 (“Proposed Offering”) in Secured Convertible
Notes (“Proposed Offering Notes”), and Warrants (“Proposed Offering Warrants”) pursuant to the terms of
the Securities Purchase Agreement (“Proposed Offering Securities Purchase Agreement”) dated May 8, 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.”


 


6.          Section 2(e) of the 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 and the Notes to be issued in connection with the
proposed offering of up to $2,500,000 (“Proposed Offering”) of Secured Convertible Notes (“Proposed Offering
Notes”) and Warrants (“Proposed Offering Warrants”) and all actions taken by the Borrower with respect to this
Note, the Other 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 or Proposed Offering Notes, shall be made and taken pari passu with respect
to this Note, the Other Notes and Prior Offering 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 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 or Proposed Note Holder.”


 




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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 or
any Proposed Offering Note.”


 


8.          Section 1(c) of the 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 and Proposed Offering Notes.”


 


9.          The undersigned consents to the adoption
by the Company of the form of stock option plan annexed hereto as Schedule B and the issuance thereunder of shares as described
on Schedule C hereto. Such issuances shall be deemed Excepted Issuances as such term is employed in the Transaction Documents.


 


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


 


11.          The Company represents that Schedule
B hereto includes all of the holders as of the Closing Date of the Proposed Offering of any of the securities issued or issuable
pursuant to the Securities Purchase Agreements and that the Transaction Documents have never been amended nor any waiver of any
term thereof granted by any party thereto other than as set forth in this Consent.


 


12.          This 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 Consent may be signed and delivered by facsimile or electronically and such facsimile or electronically signed and delivered
Consent shall be enforceable.


 


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


 


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


 


15.          The parties acknowledge that this
Consent is being entered into for the benefit of the Proposed Offering Purchasers and who are hereby made third party beneficiaries
of this Consent with rights of enforcement until the sooner of the abandonment of the Proposed Offering or May 28, 2015. This 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 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 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
Purchasers have caused this Waiver to be executed as of the date first written above.


 





	 	ACCELERATED PHARMA, INC.
	 	the “Company”
	 	 	 
	 	By:	 







 


“PURCHASER”


 


Name of Purchaser: ________________________________________________________________________________


 


Signature of Authorized Signatory of Purchaser:
__________________________________________________________


 


Name of Authorized Signatory: _______________________________________________________________________


 


Title of Authorized Signatory: ________________________________________________________________________


 






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