Ohr Pharmaceutical, Inc. S-4


 




Exhibit
10.22 


 





NEUBASE
THERAPEUTICS, INC.


 


AMENDMENT
TO RESTRICTED STOCK PURCHASE AGREEMENT


 


This
Amendment to that certain Restricted Stock Purchase Agreement dated as of September 6, 2018 by and between NeuBase Therapeutics,
Inc. (the “Company” and Dietrich A. Stephan (the “Purchase”) (the “RSPA”),
is made as of December 26, 2018 (this “Amendment”). The Company and the Purchaser may be hereinafter
referred to individually as a “Party” and together as the “Parties” All capitalized
terms not otherwise defined herein shall have the meanings ascribed to them in the RSPA.


 


WHEREAS,
the Purchaser acquired 2,500,000 shares of the Common Stock of the Company, par value $0.00001 per share, pursuant to the RSPA
(the “Shares”),


 


WHEREAS,
Section 4.C. of the RSPA provides for a definition of Change of Control; and


 


WHEREAS,
the board of directors of the Company has determined that entering into this Amendment to amend the definition of Change of Control
is in the best interests of the Company and its stockholders.


 


NOW,
THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the Parties, the Parties hereby agree as follows:


 


1.            Effect
of this Agreement. Except as specifically provided for in this Amendment, the terms of the RSPA shall be unmodified and shall
remain in full force and effect.


 


2.            Amendment
of Section 4.C. Section 4.C. of the RSPA is hereby amended and restated to read in its entirety as follows:


 


“C.         “Change
of Control” Definition. For purposes of this Agreement, a “Change of Control” means either:


 


(1)       the
acquisition of the Company by, or merger of the Company with, another entity by means of any transaction or series of related
transactions (including, without limitation, any reorganization, merger or consolidation or stock transfer, but excluding any
such transaction effected primarily for the purpose of changing the domicile of the Company), provided that the sale by
the Company of its securities for the purposes of raising additional funds shall not constitute a Change of Control hereunder;


 


(2)       a
sale of all or substantially all of the assets of the Company.”


 


3.            General
Provisions.


 


(a)       Choice
of Law. This Amendment shall be governed by the internal substantive laws, but not the choice of law rules, of Delaware.


 


(b)       Integration.
This Amendment and the RSPA, including all exhibits thereto, represent the entire agreement between the Parties with respect to
the purchase of the Shares by the Purchaser and supersedes and replaces any and all prior written or oral agreements regarding
the subject matter of this Amendment.


 






     


     


    

 


(c)       Counterparts.
This Amendment may be executed in one or more counterparts, each of which will be deemed an original, but all of which together
will constitute one and the same agreement. Facsimile copies of signed signature pages shall be binding originals.


 


(signature
page follows)


 




    -2- 


     


    

 


IN
WITNESS WHEREOF, the Parties have executed this Amendment as of the date first set forth above.


 





	 	COMPANY
	 	 
	 	NEUBASE THERAPEUTICS, INC.
	 	 	 
	 	By:	/s/ Dietrich A. Stephan
	 	 	Dietrich A. Stephan
	 	 	President and Chief Executive Officer
	 	 	 
	 	PURCHASER
	 	 
	 	DIETRICH A. STEPHAN
	 	 	 
	 	By:	/s/ Dietrich A. Stephan
	 	 	Dietrich A. Stephan




 





[Signature
Page to Amendment to Restricted Stock Purchase Agreement]