SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 6th, 2016 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 29, 2016, between Capnia, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2016 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 29, 2016, between Capnia, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
ContractCapnia, Inc. • July 6th, 2016 • Electromedical & electrotherapeutic apparatus • New York
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
SUBJECT TO MAXIM GROUP COMMITMENT COMMITTEE APPROVALCapnia, Inc. • July 6th, 2016 • Electromedical & electrotherapeutic apparatus • New York
This letter confirms our agreement that Capnia, Inc., a Delaware corporation (collectively with its owned or controlled subsidiaries, the “Company”) has engaged Maxim Group LLC (together with its affiliates and subsidiaries, the “Placement Agent”) to act as the Company’s exclusive Placement Agent in connection with the Company’s proposed private placement (the “Offering”) of equity or equity-linked securities (the “Securities”) of the Company. The precise terms of the Securities and the gross proceeds of such Offering will be negotiated between the Placement Agent and the Company with one or more Investors (as defined below).
TO: The Purchasers of Series B Preferred Stock and amended Series D Common Stock Purchase WarrantsCapnia, Inc. • July 6th, 2016 • Electromedical & electrotherapeutic apparatus
This letter will confirm my agreement to vote all shares of Capnia, Inc. (“CAPN”) voting stock over which I have voting control in favor of any resolution presented to the shareholders of CAPN to approve the issuance, in the aggregate, of more than 19.999% of the number of shares of common stock of CAPN outstanding on the date of closing pursuant to that certain Securities Purchase Agreement, dated as of , 2016, among CAPN and the purchasers signatory thereto (the “Purchase Agreement”) and the other agreements entered into in connection therewith or as otherwise may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity). This agreement is given in consideration of, and as a condition to enter into such Purchase Agreement and is not revocable by me.
