REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 18th, 2022 • Brookline Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 17, 2022, by and among BROOKLINE CAPITAL ACQUISITION CORP., a Delaware corporation (the “Company”), APEXIGEN, INC., a Delaware corporation (“Apexigen”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 18th, 2022 • Brookline Capital Acquisition Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on March 17, 2022, by and between Brookline Capital Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned [•] (the “Subscriber”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • March 18th, 2022 • Brookline Capital Acquisition Corp. • Blank checks • Delaware
This Registration Rights and Lock-Up Agreement (this “Agreement”) is made and entered into as of March 17, 2022 by and among Brookline Capital Acquisition Corp., a Delaware corporation (the “Company”), and the parties listed on Schedule A hereto (each, a “Holder” and collectively, the “Holders”). Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
BUSINESS COMBINATION AGREEMENT by and amongBusiness Combination Agreement • March 18th, 2022 • Brookline Capital Acquisition Corp. • Blank checks • Delaware
Brookline Capital Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • March 18th, 2022 • Brookline Capital Acquisition Corp. • Blank checks • Delaware
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of March 17, 2022, is entered into by and among Brookline Capital Holdings, LLC, a Delaware limited liability company (the “Sponsor”), Brookline Capital Acquisition Corp., a Delaware corporation (“BCAC”), and Apexigen, Inc., a Delaware corporation (the “Company”).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • March 18th, 2022 • Brookline Capital Acquisition Corp. • Blank checks • Delaware
STOCKHOLDER SUPPORT AGREEMENT, dated as of March 17, 2022 (this “Agreement”), by and among Brookline Capital Acquisition Corp., a Delaware corporation (“BCAC”), and certain of the stockholders of Apexigen, Inc., a Delaware corporation (the “Company”), whose names appear on the signature pages of this Agreement (each, a “Stockholder” and, collectively, the “Stockholders”).
PURCHASE AGREEMENTPurchase Agreement • March 18th, 2022 • Brookline Capital Acquisition Corp. • Blank checks • New York
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of March 17, 2022 by and among BROOKLINE CAPITAL ACQUISITION CORP., a Delaware corporation (the “Company”), APEXIGEN, INC., a Delaware corporation (“Apexigen”) and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
