REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 25th, 2022 • Histogen Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 22, 2022, by and between Histogen Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT HISTOGEN INC.Histogen Inc. • March 25th, 2022 • Pharmaceutical preparations
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after September 25, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 25, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Histogen Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain engagement letter, dated as of March 1, 2022, by and between the Company and H.C. Wainwright & Co., LLC.
STRICTLY CONFIDENTIAL Histogen Inc. 10655 Sorrento Valley Road, Suite 200 San Diego, CA 92121 Attn: Steven J. Mento, Ph.D., Executive Chairman, Interim President and Chief Executive Officer Dear Dr. Mento:Letter Agreement • March 25th, 2022 • Histogen Inc. • Pharmaceutical preparations • New York
This letter agreement (this “Agreement”) constitutes the agreement between Histogen Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), that Wainwright shall serve as the exclusive agent, advisor or underwriter in any offering (each, an “Offering”) of securities of the Company (the “Securities”) during the Term (as hereinafter defined) of this Agreement. The terms of each Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Wainwright and nothing herein implies that Wainwright would have the power or authority to bind the Company and nothing herein implies that the Company shall have an obligation to issue any Securities. It is understood that Wainwright’s assistance in an Offering will be subject to the satisfactory completion of such investigation and inquiry into the affairs of the Company as Wainwright deems appropriate under the circumstances and to the receipt of all internal approvals of Wainwright in connect
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 25th, 2022 • Histogen Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 22, 2022, between Histogen 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”).
