APERION BIOLOGICS, INC. COMMON STOCK PURCHASE WARRANTAperion Biologics, Inc. • October 23rd, 2015 • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, W.R. Hambrecht + Co., LLC 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 that is 180 days after the qualification date of the Offering Statement (the “Initial Exercise Date”) and on or before the close of business on the five (5) year anniversary of the qualification date of the Offering Statement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aperion Biologics, 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).
APERION BIOLOGICS, INC. [ • ] Shares of Common Stock $0.001 par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • November 24th, 2015 • Aperion Biologics, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 10th, 2015 • Aperion Biologics, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of this [ ] day of [ ], 2015, by and between Aperion Biologics, Inc., a Delaware corporation (the “Company”), and the indemnitee named on the signature page hereto (the “Indemnitee”).
ESCROW AGREEMENTEscrow Agreement • December 16th, 2015 • Aperion Biologics, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
THIS ESCROW AGREEMENT (the “Escrow Agreement”) is entered into and effective this [_____] day of December, 2015 by and among SunTrust Bank (“Escrow Agent” or “Bank”), Aperion Biologics, Inc., a Delaware corporation (“Aperion”), and W.R. Hambrecht + Co., LLC, a Delaware limited liability company (“Hambrecht” and, together with Escrow Agent and Aperion, the “Parties,” and each, a “Party”).
LICENSE AGREEMENTLicense Agreement • September 22nd, 2015 • Aperion Biologics, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Missouri
THIS AGREEMENT is made and entered into this 8th day of January, 2009 (“EFFECTIVE DATE”), by and between THE CURATORS OF THE UNIVERSITY OF MISSOURI, a public corporation of the State of Missouri having a principal office at The Office of Technology Management and Industry Relations, 340A Bond Life Sciences Center, Columbia, MO 65211, (“UNIVERSITY”) and CrossCart, Inc. having offices at 3727 Buchanan Street, San Francisco, CA 94123 (“LICENSEE”). WHEREAS, UNIVERSITY has an ownership interest in PATENT RIGHTS related to LICENSED SUBJECT MATTER all as defined below; and
ROYALTY RIGHT AND TRANSACTION BONUS FORFEITURE agreementRoyalty Right and Transaction Bonus • October 23rd, 2015 • Aperion Biologics, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS ROYALTY RIGHT AND TRANSACTION BONUS FORFEITURE AGREEMENT (the “Agreement”) is made as of September 10, 2015 (the “Effective Date”) by and among Dr. Kevin Stone (“Stone”), Aperion Biologics, Inc., a Delaware corporation (“Aperion”) and CrossCart LLC, a California limited liability company (“CrossCart”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • November 10th, 2015 • Aperion Biologics, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Illinois
This First Amendment (this “Amendment”), dated as of November [ ], 2015 (the “Effective Date”), amends that Second Amended and Restated Investors’ Rights Agreement (the “Agreement”) dated June 9, 2008 by and among Aperion Biologics, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A thereto, each of the stockholders listed on Schedule B thereto, and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof. All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement.
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 21st, 2015 • Aperion Biologics, Inc. • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 9th day of June, 2008, by and among CrossCart, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
OMNIBUS AMENDMENT TO CONVERTIBLE PROMISSORY NOTESOmnibus Amendment • October 23rd, 2015 • Aperion Biologics, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Omnibus Amendment (this “Amendment”), dated as of ______, 2015 (the “Effective Date”), amends those certain convertible promissory notes listed in Schedule I hereto (the “Notes”) by and between Aperion Biologics, Inc., a Delaware corporation (the “Company”) and CrossCart, LLC, a California limited liability company (“Lender”). All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Notes.
OMNIBUS AMENDMENT TO CONVERTIBLE PROMISSORY NOTESOmnibus Amendment • November 10th, 2015 • Aperion Biologics, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Omnibus Amendment (this “Amendment”), dated as of ______, 2015 (the “Effective Date”), amends those certain convertible promissory notes listed in Schedule I hereto (the “Notes”) by and between Aperion Biologics, Inc., a Delaware corporation (the “Company”) and CrossCart, LLC, a California limited liability company (“Lender”). All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Notes.
STANDARD INDUSTRIAL/COMMERCIAL MULTI-LESSEE LEASE — MODIFIED NET AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATIONLease Agreement • September 21st, 2015 • Aperion Biologics, Inc.
Install (6) emergency lights, (3) exit signs, (43) 2x4 lay in lights, (2) 100 amp sub panels from existing service at new panel location, (20) new switches, (20) new
TRANSACTION BONUS FORFEITURE agreementTransaction Bonus • October 23rd, 2015 • Aperion Biologics, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS TRANSACTION BONUS FORFEITURE AGREEMENT (the “Agreement”) is made as of October ___, 2015 (the “Effective Date”) by and between David W. Anderson (“Anderson”) and Aperion Biologics, Inc., a Delaware corporation (“Aperion”).
OFFER TO PURCHASE APERION LINE OF CREDIT NOTECredit Note • September 22nd, 2015 • Aperion Biologics, Inc. • Orthopedic, prosthetic & surgical appliances & supplies
Aperion Biologics, Inc., a Delaware corporation (the "Company") hereby offers CrossCart LLC, a California limited liability company ("CrossCart") the right to purchase a line of credit note with a principal balance of up to One Hundred Thousand Dollars ($100,000), in substantially the form attached as Exhibit A to this offer letter (the "Note").
TRANSACTION BONUS FORFEITURE agreementTransaction Bonus Forfeiture Agreement • October 23rd, 2015 • Aperion Biologics, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS TRANSACTION BONUS FORFEITURE AGREEMENT (the “Agreement”) is made as of October ___, 2015 (the “Effective Date”) by and between Alfred G. Holcomb (“Holcomb”) and Aperion Biologics, Inc., a Delaware corporation (“Aperion”).
LICENSE AGREEMENTLicense Agreement • October 23rd, 2015 • Aperion Biologics, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Missouri
THIS AGREEMENT is made and entered into this 8th day of January, 2009 (“EFFECTIVE DATE”), by and between THE CURATORS OF THE UNIVERSITY OF MISSOURI, a public corporation of the State of Missouri having a principal office at The Office of Technology Management and Industry Relations, 340A Bond Life Sciences Center, Columbia, MO 65211, (“UNIVERSITY”) and CrossCart, Inc. having offices at 3727 Buchanan Street, San Francisco, CA 94123 (“LICENSEE”).
Aperion Biologics Letterhead]Aperion Biologics, Inc. • November 10th, 2015 • Orthopedic, prosthetic & surgical appliances & supplies
This letter is to confirm our agreement that the Company shall pay, and you will accept the payment of, 70% of the Deferred Board Fees, as of September 30, 2015, or $[ ], by issuing to you an aggregate of [ ] shares of common stock of the Company (the “Shares”) at a per share price of $0.27. The remaining 30% of the Deferred Board Fees, or $[ ], will be paid in cash immediately following the completion of a public offering (the “Public Offering”) by the Company pursuant to Regulation A of the Securities Act of 1933, as amended. In addition, you agree that 70% of any Deferred Board Fees incurred, on a prorated basis, between October 1, 2015 and the completion of the Public Offering will be paid by issuance of shares of common stock of the Company at a per share price equal to the then fair market value of the shares of common stock, to be determined in good faith by the Board of Directors of the Company, and the remaining 30% of such Deferred Board Fees shall be paid in cash immediately
ESCROW AGREEMENTEscrow Agreement • November 10th, 2015 • Aperion Biologics, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Escrow Agreement (“Escrow Agreement”), dated as of [_____], 2015, is entered into by and among Aperion Biologics, Inc., a Delaware corporation (the “Company”), W.R. Hambrecht + Co., LLC, (the “Underwriter”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Escrow Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 23rd, 2015 • Aperion Biologics, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Texas
This Employment Agreement (“Employment Agreement”) is dated as of July [ ], 2008 by and between CrossCart, Inc., a Delaware corporation (including its predecessor company, the “Company”) and Daniel R. Lee (“Executive”).
FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • October 23rd, 2015 • Aperion Biologics, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Illinois
This First Amendment (this “Amendment”), dated as of ______, 2015 (the “Effective Date”), amends that certain Convertible Promissory Notes listed in Schedule I hereto (the “Notes”) by and between Aperion Biologics, Inc., a Delaware corporation (“Company”) and the Lender named in the Notes (“Lender”). All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Notes.
WARRANT TO PURCHASE COMMON STOCK of APERION BIOLOGICS, INC. Void after [ ]Aperion Biologics, Inc. • September 21st, 2015 • Delaware
This certifies that, for value received, [ ] or registered assigns (“Holder”) is entitled, subject to the terms set forth below, to purchase from APERION BIOLOGICS, INC (the “Company”), a Delaware corporation, [ ] shares (“Warrant Shares”) of common stock, $.001 par value per share (the “Common Stock”) of the Company upon surrender hereof,. at the principal office of the Company referred to below, with the Notice of Exercise attached to this Warrant duly executed, and simultaneous payment in lawful money of the United States, at the Exercise Price as set forth in Section 2 below. The number, character and Exercise Price of such shares of Common Stock are subject to determination and adjustment as provided below. The term “Warrant” includes this Warrant, and any warrants delivered in substitution or exchange for this Warrant as provided below. This Warrant is issued in connection with a distribution to holders of Series B Preferred Stock as of immediately prior to the closing of the Com
INDEPENDENT CONSULTANT AGREEMENTIndependent Consultant Agreement • September 21st, 2015 • Aperion Biologics, Inc. • Texas
This Independent Consultant Agreement (“Agreement”) is entered into by and between CrossCart Incorporated (“Client”), and David Cocke, an individual currently residing at 2027 Chittim Hollow, San Antonio, TX 78232 (“Consultant”), to be effective as of September 1, 2008, hereinafter referred to by the parties as the “Effective Date.”
