Exhibit 10.19


 


THIRD AMENDMENT, WAIVER AND CONSENT


 


This Third Amendment, Waiver
and Consent (“Third Consent”) is made and entered into as of March ___, 2016, 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,
June 11, 2015 and November 6, 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 as further amended on November 6, 2015 pursuant to a Second Amendment, Waiver and Consent; 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 up to $1,500,000 (the “Proposed Offering”) as set forth in certain
securities purchase agreements and related transaction documents (collectively, “Proposed Offering Securities Purchase Agreements”
and “Proposed Offering Transaction Documents”), dated at or after the date of this Third 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
Amended and Restated Security Agreement dated May 8, 2015 is hereby replaced by the Second Amended and Restated Security Agreement
dated as of the date hereof.


 


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


 




    	 	1	 



     


    

 


 


““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 November
15, 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.           Until
_______, 2016, the Prior Purchasers waive the delivery of the audits and financial statements as further described in Section 4.3
of the Securities Purchase Agreements.


 


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


 


5.          The
meaning of “End Date” as defined in Section 4.9 of the Securities Purchase Agreements shall be amended to mean the
later to occur of (i) a Going Public Event, or (ii) December 31, 2017.


 


6.          
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 up to $1,500,000 (“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 agreements (“Proposed Offering Securities Purchase Agreements”) dated at or
after the date of this Agreement but before _____ 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 Agreements. 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.”


 


7.          
Section 5.5 of the Securities Purchase Agreements is deleted and replaced with the following language, which will aggregate
the Prior Purchasers of the Notes issued on December 23, 2014, May 8, 2015, June 11, 2015 and November 16, 2015 together with
the Proposed Offering Purchasers in connection with determining a Majority in Interest (prior to this Third Consent, the
December 23, 2014 Prior Purchasers were not aggregated with the balance of the Prior Purchasers in determining a Majority in
Interest):


 




    	 	2	 



     


    

 


“Amendments; Waivers.
Except with respect to the Amended and Restated Security Agreement dated May 8, 2015 as further amended pursuant to the Second
Amended and Restated Security Agreement dated March __, 2016, 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 Notes issued
on December 23, 2014, May 8, 2015, June 11, 2015 and November 6, 2015 (collectively, Prior Notes”), the holders of
Prior Notes and Proposed Offering Notes (as defined in the Third Amendment Waiver and Consent) shall be aggregated. A Majority
in Interest with respect to the Second Amended and Restated Security Agreement shall mean a majority based on the aggregate of
the Prior Purchasers of December 23, 2014, May 8, 2015, June 11, 2015 and November 6, 2015 and Proposed Offering Purchasers.”


 


8.          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 Prior Notes (as defined in the Third Amendment
Waiver and Consent), and the Proposed Offering Notes (as defined in the Third Amendment Waiver and Consent) and all actions taken
by the Borrower with respect to this Note, the Other Notes, the 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 Prior Notes or Proposed
Offering Notes, shall be made and taken pari passu with respect to this Note, the Other Notes, and the 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 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 Prior Notes or
Proposed Note Holder.”


 


9.          The
last sentence of Section 4(d) of the Prior Notes shall be deleted and replaced with the following:


 


			“The limitation contained in this paragraph shall apply at any time with respect to a mandatory
exchange as described in Section 6(a) and otherwise, only from and after the occurrence of a Going Public Event.”



 


10.          Section
8(a)xxi of the Prior Notes 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 (as defined in the Third Amendment Waiver and Consent) or any Proposed Offering
Note.”


 


11.          The
Termination Date (as defined in the Warrant) of the Prior Warrants issued on May 8, 2015, June 11, 2015 and November 6, 2015 is
amended to December 23, 2019.


 


12.          The
undersigned consents to the Company completing the Proposed Offering pursuant to the terms of this Third Consent.


 




    	 	3	 



     


    

 


13.          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.


 


14.          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, the Second Amendment, Waiver and Consent and this Third Consent.


 


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


 


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


 


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


 


18.          The
parties acknowledge that this Third Consent is being entered into for the benefit of the Proposed Offering Purchasers and who are
hereby made third party beneficiaries of this Third Consent with rights of enforcement until the sooner of the abandonment of the
Proposed Offering or ____, 2016. This Third 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.


 


19.          The
parties acknowledge that the additional notice party for the Company is: Randy Saluck, Esq., c/o Mortar Rock Capital, 767 Third
Avenue, 11th Floor, New York, NY 10017, fax: (212) 308-3625.


 


21.          Except as expressly
set forth herein, this Third 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 Third 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)


 




    	 	4	 



     


    

 


IN WITNESS WHEREOF, the Company and the undersigned
Prior Purchasers have caused this Third 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: ____________________________________________________________


 








    	 	5