FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • November 21st, 2016 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of ______________, 2016, between Bellerophon Therapeutics, 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”).
FORM OF COMMON STOCK PURCHASE WARRANT BELLEROPHON THERAPEUTICS, INC.Bellerophon Therapeutics, Inc. • November 21st, 2016 • Pharmaceutical preparations • New York
THIS 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 the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bellerophon Therapeutics, Inc., a Delaware corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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).
STRICTLY CONFIDENTIAL Bellerophon Therapeutics, Inc. 184 Liberty Corner Road, Suite 302 Warren, New Jersey 07059 Attn: Fabian Tenenbaum, CFOBellerophon Therapeutics, Inc. • November 21st, 2016 • Pharmaceutical preparations
Reference is made to the engagement agreement (the “Engagement Agreement”), dated October 14, 2016, by and between Bellerophon Therapeutics, Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which Wainwright shall serve as the exclusive agent, advisor or underwriter of the Company in connection with an Offering (as defined in the Engagement Agreement).
