EDGEPOINT AI, INC. COMMON STOCK PURCHASE WARRANT ______________ (Date)Common Stock Purchase Warrant • March 26th, 2021 • Mateon Therapeutics Inc • Pharmaceutical preparations • California
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) to purchase the common stock (the “EdgePoint Common Stock”) of EdgePoint AI, Inc. (“EdgePoint”), a corporation duly organized and validly existing under the laws of Delaware (the “Company”), is issued to the Holder (as defined below). The Company is a wholly-owned subsidiary of Mateon Therapeutics, Inc. “Mateon”). This Warrant is issued to the Holder as part of a unit purchased by the Holder from Mateon pursuant to which the Holder is also purchasing notes from Mateon convertible into shares of Mateon common stock (the “Mateon Common Stock”) and shares of EdgePoint Common Stock, and warrants, including this Warrant, to purchase shares of Edgemont Common Stock (the “Company Warrants”) and warrants to purchase shares of Mateon Common Stock, (the “Offering”).
SUBSCRIPTION AGREEMENT AND INVESTMENT LETTERSubscription Agreement • March 26th, 2021 • Mateon Therapeutics Inc • Pharmaceutical preparations • California
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 40 and a maximum of 100 Units (the “Units”), each of which consists of 25,000 shares of the Common Stock of the Company’s wholly owned subsidiary called EdgePoint AI, Inc., a Delaware corporation (“EdgePoint”), and one note issued by the Company (a “Note” and collectively, the “Notes”), in the principal amount of $25,000.00, bearing annual interest at the rate of 16%. Each Note will be convertible into up to 25,000 shares of EdgePoint’s Common Stock (conversion price $1.00 per share) or up to 138,889 shares of Mateon’s Common Stock (conversion price approximately $0.18 per share), subject to applicable anti d
MATEON THERAPEUTICS,, INC. 16% CONVERTIBLE UNSECURED NOTE DUE ________, 2021Mateon Therapeutics Inc • March 26th, 2021 • Pharmaceutical preparations • California
THIS NOTE IS ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933 (THE “ACT”) AND QUALIFICATION PROVISIONS OF APPLICABLE STATE SECURITIES LAWS. NEITHER IT NOR THE SHARES OF COMMON STOCK INTO WHICH IT CAN BE CONVERTED CAN BE SOLD, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO THE ACT AND QUALIFIED UNDER APPLICABLE STATE LAW OR, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO MAKER, AN EXEMPTION THEREFROM IS AVAILABLE.
