APERION BIOLOGICS, INC. [ • ] Shares of Common Stock $0.001 par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • November 10th, 2015 • Aperion Biologics, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 10th, 2015 • Aperion Biologics, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of this [ ] day of [ ], 2015, by and between Aperion Biologics, Inc., a Delaware corporation (the “Company”), and the indemnitee named on the signature page hereto (the “Indemnitee”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • November 10th, 2015 • Aperion Biologics, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Illinois
This First Amendment (this “Amendment”), dated as of November [ ], 2015 (the “Effective Date”), amends that Second Amended and Restated Investors’ Rights Agreement (the “Agreement”) dated June 9, 2008 by and among Aperion Biologics, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A thereto, each of the stockholders listed on Schedule B thereto, and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof. All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement.
OMNIBUS AMENDMENT TO CONVERTIBLE PROMISSORY NOTESOmnibus Amendment • November 10th, 2015 • Aperion Biologics, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Omnibus Amendment (this “Amendment”), dated as of ______, 2015 (the “Effective Date”), amends those certain convertible promissory notes listed in Schedule I hereto (the “Notes”) by and between Aperion Biologics, Inc., a Delaware corporation (the “Company”) and CrossCart, LLC, a California limited liability company (“Lender”). All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Notes.
Aperion Biologics Letterhead]Aperion Biologics, Inc. • November 10th, 2015 • Orthopedic, prosthetic & surgical appliances & supplies
This letter is to confirm our agreement that the Company shall pay, and you will accept the payment of, 70% of the Deferred Board Fees, as of September 30, 2015, or $[ ], by issuing to you an aggregate of [ ] shares of common stock of the Company (the “Shares”) at a per share price of $0.27. The remaining 30% of the Deferred Board Fees, or $[ ], will be paid in cash immediately following the completion of a public offering (the “Public Offering”) by the Company pursuant to Regulation A of the Securities Act of 1933, as amended. In addition, you agree that 70% of any Deferred Board Fees incurred, on a prorated basis, between October 1, 2015 and the completion of the Public Offering will be paid by issuance of shares of common stock of the Company at a per share price equal to the then fair market value of the shares of common stock, to be determined in good faith by the Board of Directors of the Company, and the remaining 30% of such Deferred Board Fees shall be paid in cash immediately
ESCROW AGREEMENTEscrow Agreement • November 10th, 2015 • Aperion Biologics, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Escrow Agreement (“Escrow Agreement”), dated as of [_____], 2015, is entered into by and among Aperion Biologics, Inc., a Delaware corporation (the “Company”), W.R. Hambrecht + Co., LLC, (the “Underwriter”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Escrow Agent”).
