ZOSANO PHARMA CORPORATION 5,000,000 Shares of Common Stock (par value $0.0001 per share) Underwriting AgreementUnderwriting Agreement • April 11th, 2019 • Zosano Pharma Corp • Pharmaceutical preparations • New York
Zosano Pharma Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,000,000 shares (the “Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”). The 5,000,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 750,000 Shares (the Shares issuable pursuant to such option are collectively called the “Option Shares”). The Firm Shares and, if and to the extent such option is exercised, the Option Shares, are collectively called the “Offered Shares.” Cantor Fitzgerald & Co. (“Cantor”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representative”
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 24th, 2014 • Zosano Pharma Corp • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [date] between ZP Holdings, Inc., a Delaware corporation (the “Company”), and [name] (“Indemnitee”).
SERIES E COMMON STOCK PURCHASE WARRANTWarrant Agreement • May 14th, 2020 • Zosano Pharma Corp • Pharmaceutical preparations • New York
THIS SERIES E 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 5:00 p.m. (New York City time) on March 6, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Zosano Pharma Corporation, 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).
Zosano Pharma Corporation Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • June 28th, 2021 • Zosano Pharma Corp • Pharmaceutical preparations • New York
Zosano Pharma Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. and H.C. Wainwright & Co., LLC (each, an “Agent,” and together, the “Agents”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 23rd, 2017 • Zosano Pharma Corp • Pharmaceutical preparations • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 20, 2017, by and between ZOSANO PHARMA CORPORATION, a Delaware corporation (the “Company”), 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 between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
ZOSANO PHARMA CORPORATION and COMPUTERSHARE, INC. AND COMPUTERSHARE TRUST COMPANY, N.A., as Warrant Agent Warrant Agency Agreement Dated as of February 10, 2022Warrant Agency Agreement • February 9th, 2022 • Zosano Pharma Corp • Pharmaceutical preparations • Delaware
WARRANT AGENCY AGREEMENT, dated as of February 10, 2022 (“Agreement”), between ZOSANO PHARMA CORPORATION, a Delaware corporation (the “Company”), and COMPUTERSHARE, INC., a Delaware corporation (“Computershare”), and its affiliate, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company (collectively with Computershare, the “Warrant Agent”).
PURCHASE AGREEMENTPurchase Agreement • October 23rd, 2017 • Zosano Pharma Corp • Pharmaceutical preparations • Illinois
PURCHASE AGREEMENT (the “Agreement”), dated as of October 20, 2017, by and between ZOSANO PHARMA CORPORATION, a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
Shares ZOSANO PHARMA CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 10th, 2014 • Zosano Pharma Corp • Pharmaceutical preparations • New York
Zosano Pharma Corporation, a Delaware corporation (the “Company”), confirms its agreement with you and each of the other Underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 9 hereof), for whom you are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.0001 per share, of the Company (“Common Stock”) set forth in Schedule I hereto and (ii) the grant by the Company to the Underwriters of the option described in Section 2 hereof to purchase, severally and not jointly, all or any part of additional shares of Common Stock. The shares of Common Stock (the “Firm Stock”) set forth in Schedule I hereto to be purchased by the Underwriters and all or any part of the shares of Common Stoc
10,000,000 Shares1 Zosana Pharma Corporation Common Stock PURCHASE AGREEMENTPurchase Agreement • April 3rd, 2018 • Zosano Pharma Corp • Pharmaceutical preparations • New York
Zosano Pharma Corporation, a Delaware corporation (the “Company”) proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) for whom BTIG, LLC is acting as representative (the “Representative”), an aggregate of 10,000,000 shares (the “Firm Shares”) of Common Stock, $0.0001 par value per share (the “Common Stock”), of the Company. The Company has also granted to the several Underwriters an option to purchase up to an aggregate of 1,500,000 additional shares of Common Stock, on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement (the “Agreement”) are herein called the “Securities.”
ZOSANO PHARMA CORPORATION UP TO $20,000,000 OF COMMON STOCK (par value $0.0001 per share) AT-THE-MARKET SALES AGREEMENTAt-the-Market Sales Agreement • June 8th, 2020 • Zosano Pharma Corp • Pharmaceutical preparations • New York
Zosano Pharma Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with BTIG, LLC (“BTIG” and, together with the Company, the “Parties”), as follows:
6,400,000 Shares ZOSANO PHARMA CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 25th, 2014 • Zosano Pharma Corp • Pharmaceutical preparations • New York
Zosano Pharma Corporation, a Delaware corporation (the “Company”), confirms its agreement with Wedbush Securities Inc. (“Wedbush”) and each of the other Underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 9 hereof), for whom Wedbush is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.0001 per share, of the Company (“Common Stock”) set forth in Schedule I hereto and (ii) the grant by the Company to the Underwriters of the option described in Section 2 hereof to purchase, severally and not jointly, all or any part of 960,000 additional shares of Common Stock. The 6,400,000 shares of Common Stock (the “Firm Stock”) set forth in Schedule I hereto to be purchased by the Underwrite
ZOSANO PHARMA CORPORATION 51,250,000 Shares of Common Stock and Series F Warrants to Purchase 51,250,000 Shares of Common Stock (par value $0.0001 per share) Underwriting AgreementUnderwriting Agreement • February 9th, 2022 • Zosano Pharma Corp • Pharmaceutical preparations • New York
Zosano Pharma Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to Maxim Group LLC (the “Underwriter”) (i) an aggregate of 51,250,000 shares (the “Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”) and (ii) Series F Warrants of the Company, in the form set forth in Exhibit B hereto, to purchase shares of Common Stock (the “Warrants”). Each Share is being sold together with one Warrant; and each full Warrant is exercisable for one Share at an exercise price of $0.30 per whole share. The 51,250,000 Shares and 51,250,000 Warrants to be sold by the Company are referred to as the “Firm Securities.” In addition, the Company has granted to the Underwriter an option to purchase up to an additional 7,687,500 Shares (together with the Shares, the “Offered Shares”) and 7,687,500 Warrants as provided in Section 2. The additional 7,687,500 Shares and 7,687,500 Warrants to be sold by the Company pursuant to such option are collectively called
LEASELease • June 24th, 2014 • Zosano Pharma Corp • Pharmaceutical preparations
Draft Plans and of the manner, if any, in which the Draft Plans are unacceptable. Landlord shall not object to any Draft Plans that satisfy the requirements set forth in Section 2.1 or otherwise unreasonably object to such plans. If Landlord objects to the Draft Plans, then Tenant shall revise the Draft Plans and cause Landlord’s objections to be remedied in the revised Draft Plans. Tenant shall then resubmit the revised Draft Plans to Landlord for approval. Landlord’s approval of or objection to revised Draft Plans and Tenant’s correction of the same shall be in accordance with this Section 2.2, until Landlord has approved the Draft Plans in writing. The iteration of the Draft Plans that is approved by Landlord without objection shall be referred to herein as the “Approved Plans.”
FORM OF SERIES B WARRANTSWarrant Agreement • September 9th, 2016 • Zosano Pharma Corp • Pharmaceutical preparations • New York
THIS WARRANT AND THE SECURITIES PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
Re: Employment AgreementEmployment Agreement • June 12th, 2018 • Zosano Pharma Corp • Pharmaceutical preparations • California
This letter will confirm the terms and conditions of your continued employment with Zosano Pharma Corporation, a Delaware corporation (the “Company”). This letter amends, restates, supersedes and replaces that certain Employment Letter Agreement dated as of August 9, 2017 by and between the Company (individually and as successor in interest to ZP Opco, Inc.) and you.
10,146,154 SHARES OF COMMON STOCK, 12,307,693 SERIES C WARRANTS (EXERCISABLE FOR 12,307,693 SHARES), AND 2,161,539 SERIES D WARRANTS (EXERCISABLE FOR 2,161,539 SHARES) ZOSANO PHARMA CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • February 13th, 2020 • Zosano Pharma Corp • Pharmaceutical preparations • New York
The undersigned, Zosano Pharma Corporation, a company incorporated under the laws of Delaware (collectively with its subsidiaries and Affiliates (as defined below), including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or Affiliates of Zosano Pharma Corporation, the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting as representative (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
INTELLECTUAL PROPERTY LICENSE AGREEMENT BETWEEN ALZA CORPORATION AND THE MACROFLUX CORPORATION CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS.Intellectual Property License Agreement • July 17th, 2014 • Zosano Pharma Corp • Pharmaceutical preparations • Delaware
This Intellectual Property License Agreement (the “Agreement”) is made and effective as of October 5, 2006 (the “Effective Date”), by and between ALZA Corporation, a Delaware corporation (“ALZA”) and The Macroflux Corporation, a Delaware corporation (“TMC”). ALZA and TMC may be referred to individually herein as a “Party” or together as the “Parties”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 9th, 2016 • Zosano Pharma Corp • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 15, 2016, by and among Zosano Pharma Corporation, a Delaware corporation with headquarters located at 34790 Ardentech Court, Freemont, California 94555 (the “Company”), and each investor identified on the signature pages hereto (individually, an “Investor” and collectively, the “Investors”).
COLLABORATION, DEVELOPMENT AND LICENSE AGREEMENTCollaboration, Development and License Agreement • January 20th, 2015 • Zosano Pharma Corp • Pharmaceutical preparations • New York
THIS COLLABORATION, DEVELOPMENT AND LICENSE AGREEMENT (this “Agreement”) is entered into as of November 21, 2014 (the “Effective Date”) by and between ZP OPCO, INC. (formerly Zosano Pharma, Inc.), a Delaware corporation and wholly owned subsidiary of Zosano Pharma Corporation, having a place of business at 34790 Ardentech Court, Fremont, California 94555, USA (“Zosano”), and ELI LILLY AND COMPANY, an Indiana corporation, with its principal place of business at Lilly Corporate Center, Indianapolis, Indiana 46285 (“Lilly”).
SUBORDINATION AGREEMENTSubordination Agreement • June 24th, 2014 • Zosano Pharma Corp • Pharmaceutical preparations • California
This Subordination Agreement is made as of June 3, 2014 (this “Agreement”), by and among BMV DIRECT SOTRS LP, a Delaware limited partnership (“Creditor”), BIOMED REALTY HOLDINGS, INC., a Maryland corporation (“BMR”), ZOSANO PHARMA, INC. (“Borrower”), ZP HOLDINGS, INC. (“Holdings”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (the “Lender”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 13th, 2014 • ZP Holdings Inc • Pharmaceutical preparations • Delaware
This Note Purchase Agreement (this “Agreement”) is dated as of September 9, 2013 by and among ZP Holdings, Inc., a Delaware corporation (the “Company”), and the entities listed on Exhibit A attached hereto (each, a “Purchaser” and collectively, the “Purchasers”).
SCIENTIFIC ADVISOR AGREEMENTScientific Advisor Agreement • December 31st, 2015 • Zosano Pharma Corp • Pharmaceutical preparations • Delaware
THIS SCIENTIFIC ADVISOR AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2015 (the “Effective Date”), by and among Zosano Pharma Corporation, a Delaware corporation having its principal place of business at 34790 Ardentech Court, Fremont, California 94555 (the “Parent”), ZP Opco, Inc., a Delaware corporation and wholly owned subsidiary of Parent (the “Company”), and PETER DADDONA, an individual residing at 35 Anderson Way, Menlo Park, California 94025 (the “Advisor”). The Parent, Company and Advisor may be referred to herein individually as a “Party” or collectively as the “Parties.”
September 18, 2018 Dear Donald:Employment Agreement • September 24th, 2018 • Zosano Pharma Corp • Pharmaceutical preparations
This letter will confirm the terms and conditions of your employment with Zosano Pharma Corporation, a Delaware corporation (the “Company”). This letter amends, restates, supersedes and replaces that certain Employment Letter Agreement dated as of May 1, 2015 by and between the Company (as successor in interest to ZP Opco, Inc. f/k/a Zosano Pharma, Inc.) and you.
SUBORDINATION AGREEMENTSubordination Agreement • June 24th, 2014 • Zosano Pharma Corp • Pharmaceutical preparations • California
This Subordination Agreement is made as of June 3, 2014 (this “Agreement”), by and among the parties listed on Exhibit A hereto (each a “Creditor” and collectively, the “Creditors”), ZOSANO PHARMA, INC. (“Borrower”), ZP HOLDINGS, INC. (“Holdings”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (the “Lender”).
ZOSANO PHARMA CORPORATION INDEPENDENT DIRECTOR AGREEMENT (Troy Wilson)Independent Director Agreement • June 24th, 2014 • Zosano Pharma Corp • Pharmaceutical preparations • Delaware
This Independent Director Agreement (this “Agreement”) dated as of June 23, 2014 (the “Effective Date”), is made by and between Zosano Pharma Corporation, a Delaware corporation formerly named ZP Holdings, Inc. (the “Company”), and Troy Wilson (the “Director”).
ZP HOLDINGS, INC. STOCK REPURCHASE OPTION AGREEMENT (Vikram Lamba)Stock Repurchase Option Agreement • May 13th, 2014 • ZP Holdings Inc • Pharmaceutical preparations • Delaware
This Stock Repurchase Option Agreement (this “Agreement”) dated as of May 15, 2012, is made by and between ZP Holdings, Inc., a Delaware corporation (the “Company”), and Vikram Lamba (“Holder”).
May 11, 2012 Mr. Peter Daddona Dear Pete:Employment Agreement • May 13th, 2014 • ZP Holdings Inc • Pharmaceutical preparations
This letter will confirm the terms and conditions of your employment with Zosano Pharma, Inc., a Delaware corporation (the “Company”) and wholly owned subsidiary of ZP Holdings, Inc., a Delaware corporation (“Parent”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 24th, 2014 • Zosano Pharma Corp • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of June 3, 2014, and is entered into by and between Zosano Pharma, Inc., a Delaware corporation (“Borrower”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Lender”).
May 10, 2018 Ms. Georgia Erbez Dear Georgia:Separation Agreement • May 15th, 2018 • Zosano Pharma Corp • Pharmaceutical preparations • California
This letter agreement (“Agreement”) will confirm the terms of your separation from employment with Zosano Pharma Corporation (the “Company”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 29th, 2015 • Zosano Pharma Corp • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”) is made and dated as of June 23, 2015, and is entered into by and between ZP Opco, Inc., (f/k/a Zosano Pharma, Inc.), a Delaware corporation (“Borrower”), HERCULES CAPITAL FUNDING TRUST 2014-1, a Delaware statutory trust (“Trust”) and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“HTGC”, along with the Trust, collectively, “Lender”).
ZOSANO PHARMA CORPORATION NONSTATUTORY STOCK OPTION AWARD AGREEMENTNonstatutory Stock Option Award Agreement • November 14th, 2019 • Zosano Pharma Corp • Pharmaceutical preparations • Delaware
Pursuant to that certain offer letter entered into between the Holder and the Company, dated as of _________ (the “Offer Letter”), Zosano Pharma Corporation (the “Company”) hereby grants to ______ (the “Holder”) an option (the “Option”) to purchase a total of ______ shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at the price and on the terms set forth in this Zosano Pharma Corporation Nonstatutory Stock Option Award Agreement (the “Award Agreement”).
SUPPLEMENT TO JOINDER AGREEMENTSupplement to Joinder Agreement • June 29th, 2015 • Zosano Pharma Corp • Pharmaceutical preparations
This Supplement to Joinder Agreement (the “Supplement”) is made and dated as of June 23, 2015, and is entered into by and between Zosano Pharma Corporation, a Delaware corporation (“Parent”), HERCULES CAPITAL FUNDING TRUST 2014-1, a Delaware statutory trust (“Trust”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“HTGC”, and collectively with Trust, the “Lender”).
May 8, 2017 Dr. Konstantinos Alataris Dear Konstantinos:Separation Agreement • May 9th, 2017 • Zosano Pharma Corp • Pharmaceutical preparations • California
This letter agreement (“Agreement”) will confirm the terms of your separation from employment with Zosano Pharma Corporation (the “Company”) and ZP Opco, Inc. (the “Parent”) (Zosano Pharma Corporation and ZP Opco, Inc. are collectively referred to as the “Companies”).
CONFIDENTIAL February 22, 2011 Patrick Hannon ALZA Corporation Vacaville, CA 95688Intellectual Property License Agreement • June 24th, 2014 • Zosano Pharma Corp • Pharmaceutical preparations
Re: Intellectual Property License Agreement dated October 5, 2006 between ALZA Corporation (“ALZA”) and The Macroflux Corporation (predecessor in interest to Zosano Pharma, Inc.) (the “Agreement”).
ZOSANO PHARMA CORPORATION EMPLOYEE’S RESTRICTED STOCK AGREEMENTEmployee Restricted Stock Agreement • May 24th, 2017 • Zosano Pharma Corp • Pharmaceutical preparations • Delaware
