REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 16th, 2018 • Mateon Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 12, 2018, by and among Mateon Therapeutics, Inc., a Delaware corporation with offices at 701 Gateway Boulevard, Suite 210, South San Francisco, California 94080, and the investors signatory hereto (each a “Purchaser” and collectively, the “Purchasers”). This Agreement is made pursuant to the Subscription Agreement and Investment Letter, dated as of the date hereof, executed by each of the Purchasers and the Company (the “Subscription Agreement”).
Subscription Agreement Number: Issued to:Subscription Agreement • April 16th, 2018 • Mateon Therapeutics Inc • Biological products, (no disgnostic substances) • New York
This Subscription Agreement (this “Subscription Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Undersigned” or “Subscriber”) in connection with its investment in the securities of Mateon Therapeutics, Inc., a Delaware corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of a minimum of 20 and a maximum of 80 Units, each of which consists of 250,000 shares of Common Stock of the Company, $0.01 par value per share (the “Common Stock”), and warrants (the “A Warrants”) to purchase 125,000 shares of Common Stock at an exercise price of $0.40 per share and warrants (the “B Warrants”) to purchase 125,000 shares of Common Stock at an exercise price of $0.40 per share (collectively, the “Warrants”), at $50,000 per Unit (a “Unit”). For purposes of this Agreement, the term “Securities” shall refer to the Units, the Common Stock, the Warrants and the Common Stock to be issued upon the exercise of the W
MATEON THERAPEUTICS, INC. COMMON STOCK PURCHASE A WARRANTCommon Stock Purchase • April 16th, 2018 • Mateon Therapeutics Inc • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE A WARRANT (this “Warrant”) of Mateon Therapeutics, Inc., a corporation duly organized and validly existing under the laws of Delaware (the “Company”), is issued to the Holder (as defined below) as part of a unit purchased by the Holder from the Company pursuant to which the Holder is also purchasing shares of the Company’s Common Stock, $0.01 par value per share (the “Common Stock”), from the Company (the “Offering”).
Warrant – No.: [●]Mateon Therapeutics Inc • April 16th, 2018 • Biological products, (no disgnostic substances)
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.
February 7, 2018 Sent via email to: Mateon Therapeutics Attn: Matthew M. Loar, Chief Financial Officer Dear Matt:Letter Agreement • April 16th, 2018 • Mateon Therapeutics Inc • Biological products, (no disgnostic substances) • New York
The purpose of this letter agreement (this “Engagement Letter” or the “Agreement”) is to set forth the terms and conditions pursuant to which Divine Capital Markets LLC (“Divine” or the “Placement Agent”), shall serve as the Placement Agent; in that capacity Divine shall introduce Mateon Therapeutics, Inc. (the “Company”) to one or more investors (each an “Introduced Investor”) in connection with the proposed $3 to $4 million offering (the “Placement” or “Offering”) of securities (“Securities”) of the Company on a “best efforts” basis, subject to the terms and conditions of this Agreement.
