REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 12th, 2022 • Histogen Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 12, 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. • December 29th, 2020 • Pharmaceutical preparations • New York
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 the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 (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 being issued pursuant to that certain Engagement Letter, dated as of [____], 2020, by and between the Company and H.C. Wainwright & Co., LLC.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • July 1st, 2013 • Conatus Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ] [ ], 20[ ], by and among Conatus Pharmaceuticals Inc. (the “Company”) and [ ] (the “Indemnitee”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT HISTOGEN INC.Histogen Inc. • July 12th, 2022 • Pharmaceutical preparations
THIS PRE-FUNDED 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 set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 12th, 2022 • Histogen Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 12, 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”).
ContractConatus Pharmaceuticals Inc • July 8th, 2013 • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 8th, 2013 • Conatus Pharmaceuticals Inc • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of July 3, 2013 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and SILICON VALLEY BANK, a California corporation with an office located at 3003 Tasman Drive, Santa Clara, CA 95054 (“Bank” or “SVB”) (each a “Lender” and collectively, the “Lenders”), and CONATUS PHARMACEUTICALS INC., a Delaware corporation with offices located at 4365 Executive Drive, Suite 200, San Diego, California 92121 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows
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
5,200,000 Shares CONATUS PHARMACEUTICALS INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 11th, 2017 • Conatus Pharmaceuticals Inc. • Pharmaceutical preparations • New York
Conatus Pharmaceuticals Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of 5,200,000 shares (the “Firm Shares”) of the common stock, par value $0.0001 per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters, at the option of the Underwriters, up to an additional 780,000 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 20th, 2020 • Histogen Inc. • Pharmaceutical preparations • Illinois
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 20, 2020, is entered into by and between HISTOGEN INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • February 7th, 2020 • Conatus Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of __________, 20__ between Histogen, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
At Market Issuance Sales AgreementConatus Pharmaceuticals Inc. • August 2nd, 2018 • Pharmaceutical preparations • New York
Conatus Pharmaceuticals Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Stifel, Nicolaus & Company, Incorporated (“Stifel”), as follows:
OFFICE LEASE AGREEMENTOffice Lease Agreement • June 14th, 2013 • Conatus Pharmaceuticals Inc • Pharmaceutical preparations
THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of the 7th day of April, 2006, by and between EOP-PLAZA AT LA JOLLA, L.L.C., a Delaware limited liability company (“Landlord”) and CONATUS PHARMACEUTICALS INC., a Delaware corporation (“Tenant”). Pursuant to the terms of this Lease, Landlord agrees to lease the Premises (hereinafter defined) to Tenant and Tenant agrees to lease the Premises from Landlord. The Lease includes the following exhibits and attachments: Exhibit A (Outline and Location of Premises), Exhibit B (Expenses and Taxes), Exhibit C (Building Rules and Regulations), Exhibit D (Additional Provisions) and Exhibit E (Parking Agreement).
LEASE AGREEMENT By and Between THE POINT OFFICE PARTNERS, LLC, a Delaware limited liability company (“Landlord”) and CONATUS PHARMACEUTICALS INC., a Delaware corporation (“Tenant”) February 28, 2014Lease Agreement • March 28th, 2014 • Conatus Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS LEASE AGREEMENT, (this “Lease”) is made and entered into as of February 28, 2014, by and between THE POINT OFFICE PARTNERS, LLC, a Delaware limited liability company (“Landlord”), and CONATUS PHARMACEUTICALS INC., a Delaware corporation (“Tenant”).
ContractStock Option Agreement • February 7th, 2020 • Conatus Pharmaceuticals Inc. • Pharmaceutical preparations • California
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.
HISTOGEN INC. STOCK OPTION GRANT NOTICE AND OPTION AGREEMENT (2020 Incentive Award Plan)Stock Option Agreement • May 28th, 2020 • Histogen Inc. • Pharmaceutical preparations • Delaware
THIS STOCK OPTION AGREEMENT (together with the above grant notice (the “Grant Notice”), the “Agreement”) is made and entered into as of the date set forth on the Grant Notice by and between Histogen Inc., a Delaware corporation (the “Company”), and the individual (the “Optionee”) set forth on the Grant Notice.
CONATUS PHARMACEUTICALS INC. Common Stock (par value $0.0001 per share) At Market Issuance Sales AgreementConatus Pharmaceuticals Inc. • August 14th, 2014 • Pharmaceutical preparations • New York
Conatus Pharmaceuticals Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with MLV & Co. LLC (“MLV”), as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • September 1st, 2017 • Conatus Pharmaceuticals Inc. • Pharmaceutical preparations • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Conatus Pharmaceuticals Inc., a Delaware corporation (the “Company”), and Keith W. Marshall, Ph.D., M.B.A. (“Employee”), and shall be effective as of August 31, 2017[1] (the “Effective Date”).
POWER OF ATTORNEY Reference is made to that certain Agreement and Plan of Merger and Reorganization, dated as of January 28, 2020 (the "Merger Agreement"), by and among Conatus Pharmaceuticals Inc., a Delaware corporation ("Parent") with shares...Power of Attorney • May 28th, 2020 • Histogen Inc. • Pharmaceutical preparations
PURCHASE AGREEMENTPurchase Agreement Purchase Agreement • July 20th, 2020 • Histogen Inc. • Pharmaceutical preparations • Illinois
PURCHASE AGREEMENT (the “Agreement”), dated as of July 20, 2020, by and between HISTOGEN INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
] Shares CONATUS PHARMACEUTICALS INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 8th, 2013 • Conatus Pharmaceuticals Inc • Pharmaceutical preparations • New York
Conatus Pharmaceuticals Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of [ ] shares (the “Firm Shares”) of the common stock, par value $0.0001 per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional [ ] shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 11th, 2023 • Histogen Inc. • Pharmaceutical preparations • California
This EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of March 10, 2023 (the "Effective Date"), by and between Histogen Inc., a Delaware corporation (“Company” or "Employer"), and Susan A. Knudson. ("Executive").
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: CONATUS PHARMACEUTICALS INC., a Delaware corporation; CHINOOK MERGER SUB, INC., a Delaware corporation; and HISTOGEN INC., a Delaware corporation Dated as of January 28, 2020Agreement and Plan of Merger and Reorganization • January 28th, 2020 • Conatus Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of January 28, 2020, by and among CONATUS PHARMACEUTICALS INC., a Delaware corporation (“Parent”), CHINOOK MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and HISTOGEN INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
DISTRIBUTION AGREEMENT FOR EMRICASAN ASSETS by and between CONATUS PHARMACEUTICALS INC. and IDUN PHARMACEUTICALS, INC. January 10, 2013Distribution Agreement • June 14th, 2013 • Conatus Pharmaceuticals Inc • Pharmaceutical preparations • California
For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Conatus Pharmaceuticals Inc., a Delaware corporation (“Conatus”), does hereby assume and become fully responsible for the Assumed Liabilities as such term is defined in that certain Distribution Agreement, dated as of January 10, 2013, by and between Conatus and Idun Pharmaceuticals, Inc., a Delaware corporation (“Idun”). Conatus hereby covenants and agrees that, at any time and from time to time forthwith upon the written request of Idun, Conatus will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, each and all of such further acts, deeds, assignments, transfers, conveyances and assurances as may reasonably be required by Idun in order to transfer, assign, convey and deliver unto and vest in Conatus all liabilities, obligations, responsibilities and commitments comprising the Assumed Liabilities, and to release Idun therefrom in full.
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”).
GENERAL RELEASE OF CLAIMSGeneral Release of Claims • November 5th, 2019 • Conatus Pharmaceuticals Inc. • Pharmaceutical preparations • California
THIS GENERAL RELEASE OF CLAIMS (this “Release”) is entered into by and between Conatus Pharmaceuticals Inc., a Delaware corporation (the “Company”), and Edward F. Smith III, Ph.D., MBA, RAC (“Employee”), as of the Effective Date (as defined below).
CONATUS PHARMACEUTICALS INC. FIRST AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT February 9, 2011Investor Rights Agreement • June 14th, 2013 • Conatus Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS FIRST AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of February 9, 2011, by and among CONATUS PHARMACEUTICALS INC., a Delaware corporation (the “Company”), and each of the entities and persons listed on Schedule A hereto (collectively, the “Investors”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 8th, 2013 • Conatus Pharmaceuticals Inc • Pharmaceutical preparations
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into effective as of July 2, 2013, by and between Alfred P. Spada, Ph.D. (“Employee”) and Conatus Pharmaceuticals Inc., a Delaware corporation (the “Company”).
SUBLICENSE AGREEMENTSublicense Agreement • June 14th, 2013 • Conatus Pharmaceuticals Inc • Pharmaceutical preparations • California
This Sublicense Agreement (the “Agreement”) is made and entered into effective as of March 1, 2013 (the “Effective Date”) by and between Conatus Pharmaceuticals Inc., a Delaware corporation (“Conatus”), and Idun Pharmaceuticals, Inc., a Delaware corporation (“Idun”). Conatus and Idun are each referred to herein by name or individually as a “Party” or collectively as the “Parties.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 28th, 2020 • Histogen Inc. • Pharmaceutical preparations • California
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of May 27, 2020 (the “Effective Date”), by and between Histogen Inc., a Delaware corporation (“Employer”), and Susan A. Knudson (“Employee”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 7th, 2020 • Conatus Pharmaceuticals Inc. • Pharmaceutical preparations • California
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is dated effective as of January 27, 2020, by and between Conatus Pharmaceuticals Inc. (the “Company”), and Steven J. Mento, Ph.D. (“Employee”).
FIRST AMENDMENTConatus Pharmaceuticals Inc • June 14th, 2013 • Pharmaceutical preparations
THIS FIRST AMENDMENT (the “Amendment”) is made and entered into as of , 2009, by and between PACIFICA TOWER LLC, a Delaware limited liability company (“Landlord”) and CONATUS PHARMACEUTICALS INC., a Delaware corporation (“Tenant”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 5th, 2019 • Conatus Pharmaceuticals Inc. • Pharmaceutical preparations • California
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is dated as of the July 31, 2019, by and between Conatus Pharmaceuticals Inc. (the “Company”), and Keith W. Marshall, Ph.D. (“Employee”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 1st, 2019 • Conatus Pharmaceuticals Inc. • Pharmaceutical preparations • California
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is dated as of the July 31, 2019, by and between Conatus Pharmaceuticals Inc. (the “Company”), and Steven J. Mento, Ph.D. (“Employee”).
SUBLEASE AGREEMENTSublease Agreement • March 11th, 2020 • Conatus Pharmaceuticals Inc. • Pharmaceutical preparations • California
THIS AGREEMENT OF SUBLEASE (the “Sublease”) made as of this 18 day of December, 2019, by and between CONATUS PHARMACEUTICALS INC., a Delaware corporation (hereinafter referred to as Sublessor) and REAL ESTATE OF THE PACIFIC DBA PACIFIC SOTHEBY’S INTERNATIONAL REALTY a California Corporation (hereinafter referred to as Sublessee).
