ELEISON PHARMACEUTICALS, LLC
Exhibit 10.24
ELEISON PHARMACEUTICALS, LLC
000 Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx. XX 00000
November 8, 2020
Confidential—Via Email
BDI Co., Ltd
Chairman Seung Man Ahn
212. Gasan digital 1-ro, Geumcheon-gu. Seoul 08502
(Gasan-dong, 13P Kolon Digital Tower Aston), Korea
Dear Chairman Ahn:
Reference is made to that certain Stock Purchase Agreement, dated as of July 4, 2020 (the “Purchase Agreement”), by and between Eleison Pharmaceuticals, LLC (the “Company”) and BDI Co., Ltd. (“BDI”), pursuant to which BDI agreed to purchase 4,160,000 shares (the “Investment”) of the Company's common stock for an aggregate purchase price of $20,800,000 (the “Purchase Price”), as amended by the Side Letter Agreement dated October 8, 2020 (“Side Letter” and, together with the Purchase Agreement, the “Investment Agreements”). Capitalized terms used but not defined in this letter agreement shall have the meanings ascribed to such terms in the Investment Agreements.
The Company and BDI hereby agree that notwithstanding anything in the Investment Agreements to the contrary, the Company will issue and sell to BDI at the Closing, and BDI will purchase, 2,400,000 shares of Common Stock, at a purchase price of $5.00 per share for an aggregate purchase price of $12,000,000, which shares will represent approximately 37.5% of the issued and outstanding shares of capital stock of the Company immediately following the Closing. BDI will have the right to designate one member of the Company's Board of Directors. Effective as of the Closing, the Company, BDI, and the other stockholders party thereto will enter into (i) an Amended and Restated Investors' Rights Agreement, substantially in the form attached hereto as Exhibit A, (ii) an Amended and Restated Voting Agreement, substantially in the form attached hereto as Exhibit B. and (iii) an Amended and Restated Right of First Refusal and Co-Sale Agreement, substantially in the form attached hereto as Exhibit C.
Except as amended by this letter agreement, the Investment Agreements shall remain in full force and effect in accordance with its terms. This letter agreement shall be governed by the laws of the State of Delaware, without giving effect to its conflicts of laws principles. This letter agreement may be executed in counterparts, each of which shall be deemed an original, but all of which when taken together with the Purchase Agreement (as amended hereby) shall be deemed to be one and the same agreement. A signed copy of this letter agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this letter agreement.
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Very truly yours,
By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx Xxxxxx Title: Chief Executive Officer Address: 000 Xxxxxxxx Xxxxxx. 0xx Xxxxx Xxxxxxxxx, XX 00000 XXX |
Accepted and agreed as of the date first written above:
BDI CO., LTD.
By: /s/ Xxx Xxxxx Man
Name: Xxx Xxxxx Man
Title: Chairman & CEO
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