Exhibit 10.21


 


FIFTH AMENDMENT, WAIVER AND CONSENT


 


This Fifth Amendment,
Waiver and Consent (“Fifth Consent”) is made and entered into as of July 15 , 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 and May 27, 2016; 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
as further amended on April 20, 2016 pursuant to a Third Amendment, Waiver and Consent and as further amended on May 9, 2016 pursuant
to a Fourth Amendment, Waiver and Consent; and


 


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


 


WHEREAS, the Company
wishes to amend the definition of Termination Date as it is employed in the Securities Purchase Agreements and Transaction Documents
to allow additional Closings for the balance of the maximum allowed Subscription Amount to occur until September 1, 2016 instead
of June 30, 2016 as well as to increase the maximum allowed Subscription Amount from $1,500,000 to up to $2,000,000; and


 


WHEREAS, the Company
and 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 Purchasers (“Effective Date”).


 


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


 


1.          The
term “Termination Date” and the maximum allowed Subscription Amount as both are defined in Section 2.1 of the Securities
Purchase Agreements shall mean September 1, 2016 and $2,000,000, respectively.


 


2.          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 Consent.


 


3.          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 Amendment
Waiver and Consent, the Second Amendment, Waiver and Consent, the Third Amendment, Waiver and Consent, the Fourth Amendment, Waiver
and Consent and this Fifth Consent.


 




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


 


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


 


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


 


7.          Except
as expressly set forth herein, this Fifth 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 Fifth 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 Fifth 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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Exhibit A


List of Prior Purchasers





 


SCHEDULE A


 


	PURCHASERS OF DECEMBER 23, 2014	 	PURCHASE PRICE
 AND PRINCIPAL
 AMOUNT OF NOTE	 	 	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	 
	MORRIS FUCHS
 1109 East 22nd Street
 Brooklyn, New York 11210
 Email: lenoxxmorris@aol.com
	 	$	50,000.00	 	 	 	3,472	 
	NACHUM STEIN
 444 Madison Avenue, Suite 501
 New York, NY 10022
 Email: ns11238193@aol.com
	 	$	100,000.00	 	 	 	6,944	 
	AMERICAN EUROPEAN INSURANCE CO.
 444 Madison Avenue, Suite 501
 New York, NY 10022
 Email: ns11238193@aol.com
	 	$	100,000.00	 	 	 	6,944	 
	HSI PARTNERSHIP
 444 Madison Avenue, Suite 501
 New York, NY 10022
 Email: ns11238193@aol.com
	 	$	50,000.00	 	 	 	3,472	 
	RR INVESTMENT 2012 LP
 c/o Ken Gliedman
 Licht Gliedman Investments PC
 551 5th Avenue
 New York, NY 10176
	 	$	50,000.00	 	 	 	3,472	 
	TOTALS	 	$	750,000.00	 	 	 	 	 



 




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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	 



 




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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	 



 




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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	 



 


	PURCHASERS OF MAY 27, 2016	 	PURCHASE PRICE
 AND PRINCIPAL
 AMOUNT OF NOTE
	 	 	WARRANTS	 
	Yuri Rabinovich 
200 E. Delaware PL, Unit 4C 
Chicago, IL 60611	 	$	50,000.00	 	 	 	1,074	 
	Ross Overbeek 
6317 New Albany Road 
Lisle, IL 60532	 	 	20,000	 	 	 	430	 



 




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