Exhibit 10.24


 


SEVENTH AMENDMENT, WAIVER AND CONSENT


 


This Seventh Amendment,
Waiver and Consent (“Seventh Consent”), is made and entered into as of December 1, 2016, 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 and Transaction Documents (as defined below). Capitalized terms defined herein shall be incorporated
in the Transaction Documents, as appropriate.


 


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, May 8, 2015,
June 11, 2015, November 6, 2015, April 20, 2016, April 22, 2016, May 9, 2016, May 27, 2016 and July 15, 2016 (the April 20, 2016,
April 22, 2016, May 9, 2016, May 27, 2016 and several other Securities Purchase Agreements with dates ranging between July 15,
2016 through October 6, 2016 (the Securities Purchase Agreements and Transaction Documents are collectively known as the “2016
Securities Purchase Agreements”); 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 (the “First Amendment”) and as further amended on November 6, 2015 pursuant to a Second
Amendment, Waiver and Consent (the “Second Amendment”) and as further amended on April 20, 2016 pursuant to a Third
Amendment, Waiver and Consent (the “Third Amendment”) and as further amended on May 9, 2016 pursuant to a Fourth Amendment,
Waiver and Consent (the “Fourth Amendment”) as further amended on July 15, 2016 pursuant to a Fifth Amendment, Waiver
and Consent (the “Fifth Amendment”), as further amended and restated on September 16, 2016 (the “Fifth Amended
and Restated Amendment”), and as further amended on October 2, 2016 (the “Sixth Amendment”), and together with
the First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Fifth Amended and Restated Amendment,
and the Sixth Amendment, ( collectively referred to as the “Prior Amendments”); and


 


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


 


WHEREAS, the Company is
requesting that Purchasers waive any Events of Default that occurred or may have occurred prior to the date hereof and for a future
period of time; and


 


WHEREAS, the Company is
requesting that the Purchasers of the Notes (“December 2014 Purchasers”) issued on December 23, 2014 (“December
2014 Notes”) and the Purchasers of the Notes (the “2015 Purchasers”) issued in May, June and November of 2015
(the “2015 Notes”) agree to the extension of the Maturity Date of the December 2014 Notes and the 2015 Notes to December
31, 2016,


 


WHEREAS, the Company and
Purchasers agree to the following amendments, waivers, and consents, which amendments, waivers and consents shall be effective
upon the approval of all December 2014 Purchasers and 2015 Purchasers (“Effective Date”).


 






    	 	 1	 



     


    

 


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


 


1.          The
Maturity Date of the December 2014 Notes and the 2015 Notes is extended to December 31, 2016.


 


2.          Purchasers
waive any Events of Default that have occurred or may have occurred prior to the date hereof and agree to continue to waive any
such default or defaults through December 31, 2016 (the period from the date hereof through December 31, 2016 being referred to
as the “Waiver Period”) in order to afford the Company the opportunity to implement a Qualified Offering.


 


3.          The
undersigned hereby acknowledges, ratifies and confirms in all respects the Prior Amendments.


 


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


 


5.          The
Company represents that Schedule A hereto identifies all of the holders and sets forth the amounts as of the date herein
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 Prior
Amendments and this Amended Seventh Consent.


 


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


 


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


 


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


 


9.          Except
as expressly set forth herein, this Seventh 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 Seventh 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)


 




    	 	 2	 



     


    

 


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


 


	 	ACCELERATED PHARMA, INC.
	 	the “Company”
	 	 	 
	 	By: 	 
	 	 	Michael Fonstein, Chief Executive Officer


 


“PRIOR PURCHASER”


 


	Name of Prior Purchaser:	 


 


	Signature of Authorized Signatory of Prior Purchaser:	 


 


	Name of Authorized Signatory:	 


 


	Title of Authorized Signatory:	 


 


 




    	 	 3	 



     


    

 


SCHEDULE A  


 


	PURCHASERS OF DECEMBER 23, 2014	 	PURCHASE
 PRICE AND
 PRINCIPAL
 AMOUNT OF
 NOTE	 	 	WARRANTS	 	 	FIFTH
 CONSENT
 WARRANTS	 
	 	 	 	 	 	 	 	 	 	 
	CURBER INTERNATIONAL LTD.
 William House, 2nd Floor
 Hibiscus Square, Pond Street
 P.O. Box 156
 Grand Turk Truks and Caicos Island
 Attn: M. Goldschmid
 Mgoldshmid48@gmail.com
	 	$	400,000.00	 	 	 	27,778	 	 	 	2,779	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	MORRIS FUCHS
 1109 East 22nd Street
 Brooklyn, New York 11210
 Email:
                                         lenoxxmorris@aol.com
	 	$	50,000.00	 	 	 	3,472	 	 	 	347	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	NACHUM STEIN 
444 Madison Avenue, Suite 501 
New York, NY 10022 
Email: ns11238193@aol.com	 	$	100,000.00	 	 	 	6,944	 	 	 	694	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	AMERICAN EUROPEAN INSURANCE CO. 
444 Madison Avenue, Suite 501 
New York, NY 10022 
Email:
    ns11238193@aol.com	 	$	100,000.00	 	 	 	6,944	 	 	 	694	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	HSI PARTNERSHIP 
444 Madison Avenue, Suite 501 
New York, NY 10022 
Email: ns11238193@aol.com	 	$	50,000.00	 	 	 	3,472	 	 	 	347	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	RR INVESTMENT 2012 LP
 c/o Ken Gliedman
 Licht Gliedman Investments PC
 551 5th Avenue
 New York, NY 10176
	 	$	50,000.00	 	 	 	3,472	 	 	 	347	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTALS	 	$	750,000.00	 	 	 	52,082	 	 	 	5,208	 



 




    	 	 4	 



     


    

 


SCHEDULE A (continued)


 


 


	PURCHASERS OF MAY 8, 2015 AND JUNE 11, 2015	 	PURCHASE PRICE
 AND PRINCIPAL
 AMOUNT OF NOTE	 	 	WARRANTS	 
	 	 	 	 	 	 	 
	2004 LEON SCHARF IRREVOCABLE TRUST CORP. 
3839 Flatlands Ave., Suite 201 
Brooklyn, NY 11234 
Attn: Willy Beer 
Tax ID# 20-665-6152	 	$	100,000.00	 	 	 	50,000	 
	 	 	 	 	 	 	 	 	 
	HOCH FAMILY EQUITIES LLC 
125-10 Queens Boulevard, Suite 224 
Kew Gardens, NY 11415 
Attn: Joseph Hoch, Member 
Tax ID# 263694206	 	$	50,000.00	 	 	 	25,000	 
	 	 	 	 	 	 	 	 	 
	RR INVESTMENT 2012 LP 
285 Central Park West 
New York, NY 10024 
Attn: Ralph Rieder, Manager 
Tax ID# 30-0759589	 	$	500,000.00	 	 	 	250,000	 
	 	 	 	 	 	 	 	 	 
	API BIO INVESTORS, LLC 
7 Glenwood Avenue, Suite 4190 
East Orange, NJ 07017 
Attn: AJ Ginsburg, Member 
AJginsburg12@gmail.com 
Tax ID# 47-3876371	 	$	340,000.00	 	 	 	170,000	 
	 	 	 	 	 	 	 	 	 
	ABRAHAM BELSKY 
16 Boxwood Lane 
Lawrence, NY 11559 
Fax: 718 313-9880 
Tax ID# ###-##-####	 	$	50,000.00	 	 	 	25,000	 
	 	 	 	 	 	 	 	 	 
	EDWIN W. COLMAN CHILDREN’S TRUST 
50 Adams Gulch Road 
Ketchum, ID 83340 
Attn: Robert S. Colman, Trustee 
Email: bcolman@colman-partners.com 
Tax ID# 39-6330570	 	$	100,000.00	 	 	 	50,000	 
	 	 	 	 	 	 	 	 	 
	ELI INZLICHT-SPREI
 1121 East 21st Street
 Brooklyn, NY 11210
 Fax: 718-859-5717
 Tax ID# ###-##-####
	 	$	25,000.00	 	 	 	12,500	 
	 	 	 	 	 	 	 	 	 
	HARVEY LANG 
783 Montgomery Street 
Brooklyn, NY 11213 
Fax: 718-773-1283 
Tax ID# ###-##-####	 	$	25,000.00	 	 	 	12,500	 
	 	 	 	 	 	 	 	 	 
	ALPHA CAPITAL ANSTALT 
Lettstrasse 32 
9490 Vaduz, Liechtenstein 
Attn: Konrad Ackermann, Director 
Fax: 011-423-2323196	 	$	750,000.00	 	 	 	375,000	 
	 	 	 	 	 	 	 	 	 
	BRIO CAPITAL MASTER FUND LTD. 
C/O Brio Management LLC 
100 Merrick Road, Suite 401C 
Rockville Centre, NY 11570-4800 
Fax: 646-390-2158 
Tax ID# 98-1072321	 	$	110,000.00	 	 	 	55,000	 
	 	 	 	 	 	 	 	 	 
	BERNHARD LAZARUS 
42 Herbert Samuel St., Apt. 40 
Tel Aviv 68018, Israel 
Email: lazarusb@netvision.net.il
    
Tax ID#: ###-##-####	 	$	50,000.00	 	 	 	25,000	 
	 	 	 	 	 	 	 	 	 
	TOTALS	 	$	2,100,000.00	 	 	 	1,050,000	 



 




    	 	 5	 



     


    

 


SCHEDULE A (continued)


 


	PURCHASERS OF NOVEMBER 6, 2015	 	PURCHASE
 PRICE AND
 PRINCIPAL
 AMOUNT OF
 NOTE	 	 	WARRANTS	 
	 	 	 	 	 	 	 
	API BIO INVESTORS, LLC 
1 Skyline Terrace 
Spring Valley, NY 10977 
Attn:
    A.J. Ginsburg, Member 
Email: AJGinsburg12@gmail.com 
Tax ID#:	 	$	220,000.00	 	 	 	6,659	 
	 	 	 	 	 	 	 	 	 
	MORDECHAI MARC BELSKY 
270 Forest Avenue 
Woodmere, NY 11598 
Tel.: (516) 375-6000 
Tax ID# ###-##-####	 	$	50,000.00	 	 	 	1,513	 
	 	 	 	 	 	 	 	 	 
	KEREN BROCHA 
26 Commonwealth Drive 
Lakewood, NJ 08701 
Attn: Chaim Stefansky, Manager 
Tel.: (718) 362-1634 
Tax ID#: 32-0012556	 	$	35,000.00	 	 	 	1,059	 
	 	 	 	 	 	 	 	 	 
	CHAIM GROSS 
1980 Swarthmore Avenue, Unit 1 
Lakewood, NJ 08701 
Tel.: (732) 930-9805 
Tax ID#: ###-##-####	 	$	30,000.00	 	 	 	908	 
	 	 	 	 	 	 	 	 	 
	HOCH FAMILY EQUITIES, LLC 
125-10 Queens Boulevard, Suite 224 
Kew Gardens, NY 11415 
Attn: Ari Hoch, Member 
Fax: (718) 374-3872 
Tax ID# 26-3694206	 	$	100,000.00	 	 	 	3,027	 
	 	 	 	 	 	 	 	 	 
	MORRIS FUCHS
 1109 East 22nd Street
 Brooklyn, New York 11210
 Email:
                                         gcmf47@gmail.com
	 	$	50,000.00	 	 	 	1,513	 
	 	 	 	 	 	 	 	 	 
	ELI INZLICHT-SPREI
 1121 East 21st Street
 Brooklyn, NY 11210
 Fax: 718 859-5717
 Tax ID# ###-##-####
	 	$	15,000.00	 	 	 	454	 
	 	 	 	 	 	 	 	 	 
	TOTALS	 	$	500,000.00	 	 	 	15,133	 



 




    	 	 6	 



     


    

 


SCHEDULE A (continued)


 


	PURCHASERS OF APRIL 20, 2016 and APRIL 22, 2016	 	PURCHASE PRICE
 AND PRINCIPAL
 AMOUNT OF NOTE	 	 	WARRANTS	 
	 	 	 	 	 	 	 
	2004 LEON SCHARF IRREVOCABLE TRUST CORP. 
3839 Flatlands Ave., Suite 201 
Brooklyn, NY 11234 
Attn: Willy Beer 
Tax ID# 20-665-6152	 	$	100,000.00	 	 	 	2,579	 
	 	 	 	 	 	 	 	 	 
	VENTURE CAP GROUP LLC 
730 Eastern Parkway 
Brooklyn, NY 11213	 	$	50,000.00	 	 	 	1,289	 
	 	 	 	 	 	 	 	 	 
	NACHUM STEIN 
444 Madison Avenue, Suite 501 
New York, NY 10022 
Email: ns11238193@aol.com	 	$	40,000.00	 	 	 	1,031	 
	 	 	 	 	 	 	 	 	 
	AMERICAN EUROPEAN INSURANCE CO. 
444 Madison Avenue, Suite 501 
New York, NY 10022 
Email:
    ns11238193@aol.com	 	$	40,000.00	 	 	 	1,031	 
	 	 	 	 	 	 	 	 	 
	HSI PARTNERSHIP 
444 Madison Avenue, Suite 501 
New York, NY 10022 
Email: ns11238193@aol.com	 	$	20,000.00	 	 	 	516	 
	 	 	 	 	 	 	 	 	 
	TOTALS	 	$	250,000.00	 	 	 	6,446	 



 


 


	PURCHASERS OF MAY 9, 2016	 	PURCHASE PRICE

    AND PRINCIPAL
 AMOUNT OF NOTE	 	 	WARRANTS	 
	 	 	 	 	 	 	 	 	 
	MANUEL S. SCHARF
 1575 50th Street, Suite 201
 Brooklyn, New York 11219
 Fax: (718) 853-5757
	 	$	100,000.00	 	 	 	2,579	 



 


 


	PURCHASERS OF MAY 27, 2016	 	PURCHASE PRICE

    AND PRINCIPAL
 AMOUNT OF NOTE	 	 	WARRANTS	 
	 	 	 	 	 	 	 	 	 
	SCHEIN VENTURES LLC 
552 Clubhouse Road 
Woodmere, New York 11598 
Attn: Joshua D. Schein, Manager	 	$	100,000.00	 	 	 	2,149	 



 




    	 	 7	 



     


    

 


SCHEDULE A (continued)


 


	PURCHASERS OF JULY 15, 2016	 	PURCHASE PRICE 
 AND PRINCIPAL 
 AMOUNT OF NOTE	 	 	WARRANTS	 
	 	 	 	 	 	 	 	 	 
	ALPHA CAPITAL ANSTALT 
Lettstrasse 32 
9490 Vaduz, Liechtenstein 
Attn: Konrad Ackermann, Director 
Fax: 011-423-2323196	 	$	50,000.00	 	 	 	1,074	 
	 	 	 	 	 	 	 	 	 
	RAYMOND DAYAN
 1734 East 24th Street
 Brooklyn, New York 11229
 Fax: (212) 564-6135
	 	$	40,000.00	 	 	 	859	 
	 	 	 	 	 	 	 	 	 
	BRIO CAPITAL MASTER FUND LTD. 
C/O Brio Management LLC 
100 Merrick Road, Suite 401C 
Rockville Centre, NY 11570-4800 
Fax: 646-390-2158 
Tax ID# 98-1072321	 	$	25,000.00	 	 	 	537	 
	 	 	 	 	 	 	 	 	 
	EDWIN W. COLMAN CHILDREN’S TRUST 
50 Adams Gulch Road 
Ketchum, ID 83340 
Attn: Robert S. Colman, Trustee 
Email: bcolman@colman-partners.com 
Tax ID# 39-6330570	 	$	50,000.00	 	 	 	1,074	 
	 	 	 	 	 	 	 	 	 
	2004 LEON SCHARF IRREVOCABLE TRUST CORP. 
3839 Flatlands Ave., Suite 201 
Brooklyn, NY 11234 
Attn: Willy Beer 
Tax ID# 20-665-6152	 	$	50,000.00	 	 	 	1,074	 
	 	 	 	 	 	 	 	 	 
	TOTALS	 	$	215,000.00	 	 	 	4,618	 



 




 






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