REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 26th, 2016 • Capstone Therapeutics Corp. • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the 25th day of August, 2016, by and among LipimetiX Development, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Common Holder” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 3.9 hereof.
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT among LIPIMETIX DEVELOPMENT, INC. and THE STOCKHOLDERS NAMED HEREIN Dated as of August 25, 2016 LIPIMETIX DEVELOPMENT, INC. AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • August 26th, 2016 • Capstone Therapeutics Corp. • Pharmaceutical preparations • Delaware
ThiS AMENDED AND RESTATED Stockholders Agreement (this “Agreement”) is made and entered into as of August 25, 2016 by and among LipimetiX Development, Inc., a Delaware corporation (the “Company”), Capstone Therapeutics Corp., a Delaware corporation (“CAPS”), each of the stockholders listed on the signature page hereto as the LX Stockholders (collectively, the “LX Stockholders”), The UAB Research Foundation (“UABRF”), each of the holders of Series B Preferred Stock listed on Schedule 1 hereto and any subsequent purchasers of the Series B Preferred Stock who become parties to this Agreement pursuant to the terms hereof (collectively, the “Series B Investors”), and any other subsequent stockholders of the Company who become parties to this Agreement pursuant to the terms hereof (each a “Stockholder” and, collectively, the “Stockholders”). CAPS, the LX Stockholders and UABRF are sometimes referred to herein collectively as the “Original Stockholders.”
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LIPIMETIX DEVELOPMENT, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware)Capstone Therapeutics Corp. • August 26th, 2016 • Pharmaceutical preparations
LipimetiX Development, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),
LIPIMETIX DEVELOPMENT, INC. SERIES B PREFERRED STOCK AND WARRANT PURCHASE AGREEMENTPreferred Stock Purchase Agreement • August 26th, 2016 • Capstone Therapeutics Corp. • Pharmaceutical preparations • Delaware
This Series B Preferred Stock AND WARRANT Purchase Agreement (this “Agreement”) is made and entered into as of August 25, 2016, by and among LipimetiX Development, Inc., a Delaware corporation (the “Company”), and the investors set forth on Exhibit A attached to this Agreement (each, a “Purchaser” and collectively, the “Purchasers”).
LIPIMETIX DEVELOPMENT, INC. WARRANT TO PURCHASE SERIES B-1 PREFERRED STOCKCapstone Therapeutics Corp. • August 26th, 2016 • Pharmaceutical preparations • Delaware
THIS CERTIFIES THAT, for value received, the receipt and sufficiency of which are hereby acknowledged, ______________________, a _______________ ______________, or its registered assigns (as the case may be, the “Holder”), is entitled, subject to the terms and conditions set forth herein, to purchase from LipimetiX Development, Inc., a Delaware corporation (the “Company”), up to __________________ (_________) (the “Warrant Number”) duly authorized, validly issued, fully-paid and non-assessable shares (the “Warrant Shares”) of the Company’s Series B-1 Preferred Stock, par value $.00001 per share (the “Warrant Stock”), subject to adjustment as provided herein, at a purchase price equal to $10.70 per share (the “Exercise Price”), subject to adjustment as provided herein. This Warrant is issued pursuant to that certain Series B Preferred Stock and Warrant Purchase Agreement, dated as of the date hereof, by and among the Company and the Investors party thereto (the “Purchase Agreement”). Th
