SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 6th, 2016 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 29, 2016, between Capnia, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2016 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 29, 2016, between Capnia, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
PREFUNDED COMMON STOCK PURCHASE WARRANT SOLENO THERAPEUTICS, INC.Soleno Therapeutics Inc • September 29th, 2023 • Electromedical & electrotherapeutic apparatus • New York
THIS PREFUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [PURCHASER] 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 until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Soleno Therapeutics, Inc., a Delaware corporation (the “Company”), up to [XX] 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).
ContractCapnia, Inc. • July 6th, 2016 • Electromedical & electrotherapeutic apparatus • New York
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
Soleno Therapeutics, Inc. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • July 16th, 2021 • Soleno Therapeutics Inc • Electromedical & electrotherapeutic apparatus • New York
Soleno Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 15th, 2015 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 12, 2015, between Capnia, 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”).
SERIES D COMMON STOCK PURCHASE WARRANT CAPNIA, INC.Capnia, Inc. • October 15th, 2015 • Electromedical & electrotherapeutic apparatus
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 earlier of , 2016 and the Shareholder Approval Date (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Capnia, 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).
CAPNIA, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 10th, 2014 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of May , 2014, and is between Capnia, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
FORM OF WARRANT] SOLENO THERAPEUTICS, INC. WARRANT TO PURCHASE COMMON STOCKSoleno Therapeutics Inc • March 30th, 2022 • Electromedical & electrotherapeutic apparatus • New York
Soleno Therapeutics, Inc., a company organized under the laws of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Issuance Date (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), ______________ (_____________)1 fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the me
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • February 1st, 2017 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of January 27, 2017, by and between CAPNIA, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 1st, 2017 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 27, 2017, by and between CAPNIA, INC., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock 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”).
40,000,000 Shares of Common Stock Pre-Funded Warrants to Purchase 20,000,000 Shares of Common Stock Warrants to Purchase 60,000,000 Shares of Common Stock Soleno Therapeutics, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • March 30th, 2022 • Soleno Therapeutics Inc • Electromedical & electrotherapeutic apparatus
Soleno Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”) (this “Agreement”), for whom you are acting as Representative (the “Representative”), (i) an aggregate of 40,000,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), (ii) pre-funded warrants to purchase up to 20,000,000 shares of Common Stock (the “Pre-Funded Warrant Shares”) at an exercise price of $0.01 per share in the form attached hereto as Exhibit A (the “Pre-Funded Warrants”), and (iii) warrants to purchase up to an aggregate of 60,000,000 shares of Common Stock (the “Common Warrant Shares” and, together with the Pre-Funded Warrant Shares, the “Warrant Shares”) in the form attached hereto as Exhibit B (the “Common Warrants” and together with the Pre-Funded Warrants, the “Warrants”). The respective a
11,166,667 Shares SOLENO THERAPEUTICS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 2019 • Soleno Therapeutics Inc • Electromedical & electrotherapeutic apparatus • New York
Soleno Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 11,166,667 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 1,675,000 shares (the “Option Shares”) of Common Stock for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”
CAPNIA, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2014 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus • New York
The undersigned, Capnia, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters;”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), an aggregate of units (the “Firm Units”) of the Company’s securities, and, at the election of the Representative, up to additional units (the “Option Units”) of the Company’s securities (the Firm Units and the Option Units that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Units”). Each Unit consists of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and one warrant (each, a “Warrant” and collectively, the “Warrants”). Each Warrant entitles the holder to purchase one share of Common Stock (as more fully described in S
30,303,030 Shares of Common Stock SOLENO THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 26th, 2020 • Soleno Therapeutics Inc • Electromedical & electrotherapeutic apparatus • New York
Soleno Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 30,303,030 shares (the “Firm Shares”) of its common stock, par value $0.001 per share (the “Common Stock”). The Company also proposes to issue and sell to the several Underwriters up to an additional 4,545,454 shares (the “Additional Shares”) of Common Stock at the option of the Underwriters as provided in Section 2(c) below. The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the “Shares.” Guggenheim Securities, LLC (“Guggenheim Securities”) is acting as representative (the “Representative”) of the several Underwriters in connection with the offering and sale of the Shares contemplated herein (the “Offering”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 29th, 2023 • Soleno Therapeutics Inc • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 28, 2023, between Soleno Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Exhibit A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SERIES A WARRANT AGREEMENT Capnia, Inc. and , as Warrant Agent SERIES A WARRANT AGREEMENTWarrant Agreement • November 12th, 2014 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS SERIES A WARRANT AGREEMENT (this “Agreement”), dated as of , 2014, is by and between Capnia, Inc., a Delaware corporation (the “Company”), and , a , as Warrant Agent (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 13th, 2017 • Soleno Therapeutics Inc • Electromedical & electrotherapeutic apparatus • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of December 11, 2017, between Soleno Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Exhibit A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT SOLENO THERAPEUTICS, INC.Soleno Therapeutics Inc • December 19th, 2018 • Electromedical & electrotherapeutic apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions set forth herein, at any time after 5:00 p.m., New York time on May [ ], 20191 and until of 5:00 p.m., New York time on (i) December [ ], 20232; (the “Expiration Date”) but not thereafter, to subscribe for and purchase from Soleno Therapeutics, Inc., a Delaware corporation (the “Company”), up to [*] shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (“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(f).
VOTING AGREEMENTVoting Agreement • December 27th, 2016 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
This Voting Agreement (this “Agreement”) is entered into as of [●], 2016 by and among Essentialis, Inc., a Delaware corporation (the “Company”) and the person listed as a stockholder of Capnia, Inc., a Delaware corporation (“Parent”), on the signature page hereto (the “Stockholder”).
SERIES B WARRANT AGREEMENT Capnia, Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent SERIES B WARRANT AGREEMENTSeries B Warrant Agreement • November 18th, 2014 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS SERIES B WARRANT AGREEMENT (this “Agreement”), dated as of November 18, 2014, is by and between Capnia, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Warrant Agent (the “Warrant Agent”).
COMMON STOCK PURCHASE WARRANT SOLENO THERAPEUTICS, INC.Common Stock Purchase Warrant • December 13th, 2017 • Soleno Therapeutics Inc • Electromedical & electrotherapeutic apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_____] (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions set forth herein, at any time until the earlier of 5:00 p.m., New York time on (i) December [__], 2020 NTD: To be three years from issuance date.; and (ii) 30 days following the Phase 3 Date (the “Expiration Date”) but not thereafter, to subscribe for and purchase from Soleno Therapeutics, Inc., a Delaware corporation (the “Company”), up to [*] shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (“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).
SUBJECT TO MAXIM GROUP COMMITMENT COMMITTEE APPROVALCapnia, Inc. • July 6th, 2016 • Electromedical & electrotherapeutic apparatus • New York
This letter confirms our agreement that Capnia, Inc., a Delaware corporation (collectively with its owned or controlled subsidiaries, the “Company”) has engaged Maxim Group LLC (together with its affiliates and subsidiaries, the “Placement Agent”) to act as the Company’s exclusive Placement Agent in connection with the Company’s proposed private placement (the “Offering”) of equity or equity-linked securities (the “Securities”) of the Company. The precise terms of the Securities and the gross proceeds of such Offering will be negotiated between the Placement Agent and the Company with one or more Investors (as defined below).
CAPNIA, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • November 4th, 2014 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus • New York
The undersigned, Capnia, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters;”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), an aggregate of units (the “Firm Units”) of the Company’s securities, and, at the election of the Representative, up to all of the Option Shares (as defined below), Option Series A Warrants (as defined below), and Option Series B Warrants (as defined below and collectively with the Option Shares and the Option Series A Warrants, (the “Option Units”) of the Company’s securities (the Firm Units and the Option Units that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Units”). Each Unit consists of one share of the Company’s common stock, par value $0.001 per shar
SOLENO THERAPEUTICS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2020 • Soleno Therapeutics Inc • Electromedical & electrotherapeutic apparatus • California
This Employment Agreement (the “Agreement”) is entered into effective as of November 11, 2020, (the “Effective Date”) by and between Soleno Therapeutics, Inc. (the “Company”), and James Mackaness (“Executive”).
CAPNIA, INC. WARRANT TO PURCHASE SHARES Dated as of April 28, 2014 Void after the date specified in Section 8Capnia, Inc. • June 10th, 2014 • Electromedical & electrotherapeutic apparatus • California
THIS CERTIFIES THAT, for value received, , or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Capnia, Inc., a Delaware corporation (the “Company”), Shares (as defined below), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Convertible Note and Warrant Purchase Agreement, dated as of April 28, 2014, by and among the Company and the Investors described therein (the “2014 Purchase Agreement”). This Warrant is one of the “Warrants” issued pursuant to the 2014 Purchase Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the 2014 Purchase Agreement and/or the form of convertible promissory n
SERIES A WARRANT AGREEMENT Capnia, Inc. and American Stock Transfer & Trust Company, LLC, as Warrant Agent SERIES A WARRANT AGREEMENTSeries a Warrant Agreement • November 18th, 2014 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS SERIES A WARRANT AGREEMENT (this “Agreement”), dated as of November 18, 2014, is by and between Capnia, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Warrant Agent (the “Warrant Agent”).
CAPNIA, INC. CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENTConvertible Note and Warrant Purchase Agreement • May 8th, 2014 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus • California
This Convertible Note and Warrant Purchase Agreement (this “Agreement”) is made and entered into as of January 16, 2012 (the “Effective Date”), by and among Capnia, Inc., a Delaware corporation (the “Company”), with offices at 2445 Faber Place, Suite 250, Palo Alto, CA 94303, and the persons and entities listed on the schedule of investors attached hereto as Exhibit A (each, an “Investor” and collectively, the “Investors”).
SOLENO THERAPEUTICS, INC. 3,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 29th, 2023 • Soleno Therapeutics Inc • Electromedical & electrotherapeutic apparatus • New York
Soleno Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,000,000 shares (the “Firm Shares”) of its common stock, par value $0.001 per share (the “Common Stock”). The Company also proposes to issue and sell to the several Underwriters up to an additional 450,000 shares (the “Additional Shares”) of Common Stock at the option of the Underwriters as provided in Section 2(c) below. The Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the “Shares.” Guggenheim Securities, LLC (“Guggenheim Securities”) is acting as representative (the “Representative”) of the several Underwriters in connection with the offering and sale of the Shares contemplated herein (the “Offering”).
DELAWARE _ SEAL CAPNIA, INC. CORPORATE AUGUST 25, 1999 Series A warrants (the “Warrants”) to purchase shares of Common Stock, $0.001 par value (the “Common Stock”), of Capnia, Inc., a Delaware corporation (the “Company”). Each Warrant entitles the...Capnia, Inc. • November 4th, 2014 • Electromedical & electrotherapeutic apparatus
The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock and are issued or to be issued pursuant to a Series A Warrant Agreement dated as of , 2014 (the “Warrant Agreement”), duly executed and delivered by ____________________, a ______________, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the
SERIES C WARRANT AGREEMENT Capnia, Inc. and , as Warrant Agent SERIES C WARRANT AGREEMENTSeries C Warrant Agreement • April 1st, 2015 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS SERIES C WARRANT AGREEMENT (this “Agreement”), dated as of March 5, 2015, is by and between Capnia, Inc., a Delaware corporation (the “Company”), and , a , as Warrant Agent (the “Warrant Agent”).
STOCK PURCHASE AGREEMENT by and betweenStock Purchase Agreement • July 24th, 2017 • Soleno Therapeutics Inc • Electromedical & electrotherapeutic apparatus • California
This Stock Purchase Agreement (“Agreement”) is dated as of July 18, 2017 (“Effective Date”), and is made by and between Soleno Therapeutics, Inc., a Delaware corporation (“Seller“), and NeoForce Holdings, Inc. a Delaware corporation (“Buyer”).
SOLENO THERAPEUTICS, INC. AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 13th, 2021 • Soleno Therapeutics Inc • Electromedical & electrotherapeutic apparatus
This Amendment to Employment Agreement (this “Amendment”) is made as of January 8, 2021 (the “Amendment Effective Date”), by and between Soleno Therapeutics, Inc., a Delaware corporation, f/k/a Capnia, Inc. (the “Company”), and Kristen Yen (the “Executive”), and amends that certain Employment Agreement dated as of May 15, 2015, by and between the Company and the Executive (the “Agreement”). All capitalized terms used but not otherwise defined herein shall have the meanings given such terms in the Agreement.
ContractSecurity Agreement • June 10th, 2014 • Capnia, Inc. • Electromedical & electrotherapeutic apparatus • California
THIS NOTE AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
TO: The Purchasers of Company, Common Stock, Series D Warrants and Series A Preferred StockCapnia, Inc. • October 15th, 2015 • Electromedical & electrotherapeutic apparatus
This letter will confirm my agreement to vote all shares of Capnia, Inc. (“CAPN”) voting stock over which I have voting control in favor of any resolution presented to the shareholders of CAPN to approve the issuance, in the aggregate, of more than 19.999% of the number of shares of common stock of CAPN outstanding on the date of closing pursuant to that certain Securities Purchase Agreement, dated as of October 12, 2015, among CAPN and the purchasers signatory thereto (the “Purchase Agreement”) and the other agreements entered into in connection therewith or as otherwise may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity). This agreement is given in consideration of, and as a condition to enter into such Securities Purchase Agreement and is not revocable by me.
