CAPNIA, INC. WARRANT TO PURCHASE SHARES Dated as of «Date» Void after the date specified in Section 8Capnia, Inc. • May 8th, 2014 • Electromedical & electrotherapeutic apparatus • California
THIS CERTIFIES THAT, for value received, «Holder», or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Capnia, Inc., a Delaware corporation (the “Company”), Shares (as defined below), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Convertible Note and Warrant Purchase Agreement, dated as of January 17, 2012, by and among the Company and the Investors described therein (the “2012 Purchase Agreement”). This Warrant is one of the “Warrants” issued pursuant to the 2012 Purchase Agreement. Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the 2012 Purchase Agreement and/or the form of co
CAPNIA, INC. CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENTConvertible Note and Warrant Purchase Agreement • May 8th, 2014 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus • California
This Convertible Note and Warrant Purchase Agreement (this “Agreement”) is made and entered into as of January 16, 2012 (the “Effective Date”), by and among Capnia, Inc., a Delaware corporation (the “Company”), with offices at 2445 Faber Place, Suite 250, Palo Alto, CA 94303, and the persons and entities listed on the schedule of investors attached hereto as Exhibit A (each, an “Investor” and collectively, the “Investors”).
ContractSecurity Agreement • May 8th, 2014 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus • California
THIS NOTE AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
CAPNIA, INC. OMNIBUS AMENDMENT TO CONVERTIBLE PROMISSORY NOTES AND WARRANTS TO PURCHASE SHARESCapnia, Inc. • May 8th, 2014 • Electromedical & electrotherapeutic apparatus • California
This OMNIBUS AMENDMENT TO CONVERTIBLE PROMISSORY NOTES AND WARRANTS TO PURCHASE SHARES (this “Amendment”) is made and entered into as of April 28, 2014 (the “Effective Date”), by and among Capnia, Inc., a Delaware corporation (the “Company”), with offices at 2445 Faber Place, Suite 250, Palo Alto, CA 94303, and the persons and entities who are signatories hereto (the “Investors”).
CAPNIA, INC. ANISH BHATNAGAR EMPLOYMENT AGREEMENTAnish Bhatnagar Employment Agreement • May 8th, 2014 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus • California
This Employment Agreement (the “Agreement”) is made and entered into by and between Anish Bhatnagar (“Executive”) and Capnia, Inc., a Delaware corporation (the “Company”), effective as of April 6, 2010 (the “Effective Date”).
CAPNIA, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT March 20, 2008Investors’ Rights Agreement • May 8th, 2014 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus • California
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of March 20, 2008, by and among CAPNIA, INC., a Delaware corporation (the “Company”), the individuals and entities listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”) and certain holders of Common Stock listed on Schedule B hereto (each, a “Common Holder” and collectively, the “Common Holders”). This Agreement amends, supersedes and replaces the Company’s Amended and Restated Investors’ Rights Agreement, dated October 23, 2006 (the “Prior Agreement”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 8th, 2014 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus • California
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made and entered into as of May 11, 2010 (the “Effective Date”) by and between Capnia, Inc., a Delaware corporation (“Buyer”), and BioMedical Drug Development Inc., a Delaware corporation (“Seller”). Buyer and Seller are referred to herein collectively as the “Parties”.
ContractCapnia, Inc. • May 8th, 2014 • Electromedical & electrotherapeutic apparatus • California
THIS NOTE AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
CAPNIA, INC. CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENTConvertible Note and Warrant Purchase Agreement • May 8th, 2014 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus • California
This CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 28, 2014 (the “Effective Date”), by and among Capnia, Inc., a Delaware corporation (the “Company”), with offices at 2445 Faber Place, Suite 250, Palo Alto, CA 94303, and the persons and entities listed on the schedule of investors attached hereto as Exhibit A (each, an “Investor” and collectively, the “Investors”).
CAPNIA, INC. OMNIBUS AMENDMENT TO CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT, CONVERTIBLE PROMISSORY NOTES AND WARRANTS TO PURCHASE SHARESPurchase Shares • May 8th, 2014 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus • California
This Omnibus Amendment to Convertible Note and Warrant Purchase Agreement, Convertible Promissory Notes and Warrants to Purchase Shares (this “Amendment”) is made and entered into as of July 31, 2012 (the “Effective Date”), by and among Capnia, Inc., a Delaware corporation (the “Company”), with offices at 2445 Faber Place, Suite 250, Palo Alto, CA 94303, and the persons and entities who are signatories hereto (the “Investors”).
