CORCEPT THERAPEUTICS INCORPORATED COMMON STOCK PURCHASE AGREEMENT
Exhibit
10.1
CORCEPT
THERAPEUTICS INCORPORATED
This
Common Stock Purchase Agreement (“Agreement”) is made as of August 16,
2007 (the “Effective Date”), by and among Corcept Therapeutics
Incorporated, a Delaware corporation (the “Company”), and each of those
persons and entities, severally and not jointly, listed as a Purchaser on the
Schedule of Purchasers attached as Exhibit A hereto (the “Schedule of
Purchasers”). Such persons and entities are
hereinafter collectively referred to herein as “Purchasers” and each
individually as a “Purchaser”.
AGREEMENT
In
consideration of the mutual covenants contained in this Agreement, and for
other
good and valuable consideration, the receipt of which is hereby acknowledged,
the Company and each Purchaser (severally and not jointly) hereby agree as
follows:
SECTION
1. AUTHORIZATION OF SALE OF SHARES.
The
Company has authorized the sale and issuance of 4,790,473 shares of its Common
Stock, par value $0.001 per share (the “Common Stock”), on the terms and
subject to the conditions set forth in this Agreement. The shares of
Common Stock sold hereunder at the Initial Closing (as defined below) shall
be
referred to as the “Initial Shares”; the shares of Common Stock sold
hereunder at the Second Closing (as defined below) shall be referred to as
the
“Second Closing Shares”; and the Initial Shares and the Second Closing
Shares together shall be referred to herein as the “Shares”.
SECTION
2. AGREEMENT TO SELL AND PURCHASE THE SHARES.
2.1 Sale
of Shares. At the Closing (as defined in Section 3), the
Company will sell to each Purchaser, and each Purchaser will purchase from
the
Company, at a purchase price of $2.10 per Share, the number of Shares set forth
next to such Purchaser’s name on the Schedule of Purchasers.
2.2 Separate
Agreement. Each Purchaser shall severally, and not jointly,
be liable for only the purchase of the Shares that appear on Exhibit A
hereto and that relate to such Purchaser. The Company’s agreement
with each of the Purchasers is a separate agreement, and the sale of Shares
to
each of the Purchasers is a separate sale. The obligations of each
Purchaser hereunder are expressly not conditioned on the purchase by any or
all
of the other Purchasers of the Shares such other Purchasers have agreed to
purchase.
SECTION
3. CLOSING AND DELIVERY.
3.1 Initial
Closing. The closing of the purchase and sale of the Initial
Shares (which Shares are set forth in the Schedule of Purchasers) pursuant
to
this Agreement (the “Initial Closing”) shall be held on August 17, 2007
at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxx, Xxxxx Xxxx,
Xxxxxxxxxx 00000, or on such other date and place as may be agreed to by the
Company and the Purchasers. At or prior to the Initial Closing, each
Purchaser shall execute any related agreements or other documents required
to be
executed hereunder, dated as of the date of the Initial Closing (the “Initial
Closing Date”).
3.2 Second
Closing. The closing of the purchase and sale of the Second
Closing Shares (which Shares are set forth in the Schedule of Purchasers)
pursuant to this Agreement (the “Second Closing”, the Initial Closing and
the Second Closing together are referred to herein as the “Closings” and
each is referred to herein as a “Closing”) shall be held on the second
business day immediately following satisfaction of the conditions to the Second
Closing set forth in Sections 6 and 7 of the Agreement at the offices of Xxxxxx
& Xxxxxxx LLP, 000 Xxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000, or on such
other date and place as may be agreed to by the Company and the Purchasers
who
will purchase Second Closing Shares (the “Second Closing
Purchasers”). At or prior to the Second Closing, each Second
Closing Purchaser shall execute any related agreements or other documents
required to be executed hereunder in connection with the Second Closing, dated
as of the date of the Second Closing (the “Second Closing Date”).
Notwithstanding the foregoing, in no event shall the Second Closing occur
earlier than 30 days after the Initial Closing Date.
3.3 Delivery
of the Shares at each Closing. At each Closing, the Company
shall deliver to each Purchaser stock certificates registered in the name of
such Purchaser, or in such nominee name(s) as designated by such Purchaser,
representing the number of shares of Common Stock to be purchased by such
Purchaser at such Closing as set forth in the Schedule of Purchasers against
payment of the purchase price for such Shares. The name(s) in which
the stock certificates are to be issued to each Purchaser are set forth in
the
Investor Questionnaire and the Selling Stockholder Notice and Questionnaire
in
the form attached hereto as Appendix I and II (the “Investor
Questionnaire” and the “Selling Stockholder Questionnaire”,
respectively), as completed by each Purchaser, which shall be provided to the
Company no later than the Initial Closing Date.
SECTION
4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
COMPANY.
Except
as
set forth on the Schedule of Exceptions delivered to the Purchasers concurrently
with the execution of this Agreement (the “Schedule of Exceptions”), the
Company hereby represents and warrants as of the date hereof to, and covenants
with, the Purchasers as follows:
4.1 Organization
and Standing. The Company has been duly incorporated and is
validly existing as a corporation in good standing under the laws of Delaware,
has full corporate power and authority to own or lease its properties and
conduct its business as presently conducted, and is duly qualified as a foreign
corporation and in good standing in all jurisdictions in which the character
of
the property owned or leased or the nature of the business transacted by it
makes qualification necessary, except where the failure to be so qualified
would
not have a material adverse effect on the business, properties, financial
condition or results or operations of the Company (a “Company Material
Adverse Effect”). The Company has no subsidiaries or equity
interest in any other entity.
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4.2 Corporate
Power; Authorization. The Company has all requisite
corporate power, and has taken all requisite corporate action, to execute and
deliver this Agreement, sell and issue the Shares and carry out and perform
all
of its obligations under this Agreement, except with respect to the Stockholder
Approval (as defined below). This Agreement constitutes the legal,
valid and binding obligation of the Company, enforceable in accordance with
its
terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or affecting the
enforcement of creditors’ rights generally, (ii) as limited by equitable
principles generally, including any specific performance, and (iii) as to those
provisions of Section 8.3 relating to indemnity or contribution. The
execution and delivery of this Agreement does not, and the performance of this
Agreement and the compliance with the provisions hereof and the issuance, sale
and delivery of the Shares by the Company will not conflict with, or result
in a
breach or violation of the terms, conditions or provisions of, or constitute
a
default under, or result in the creation or imposition of any lien pursuant
to
the terms of, the Certificate of Incorporation or Bylaws of the Company or
any
statute, law, rule (including federal and state securities laws and the rules
and regulations of the NASDAQ Capital Market (the “Principal Market”))
applicable to the Company or regulation or any state or federal order, judgment
or decree applicable to the Company or any indenture, mortgage, lease or other
material agreement or instrument to which the Company is a party or any of
its
properties is subject.
4.3 Issuance
and Delivery of the Shares. The Shares, when issued and paid
for in compliance with the provisions of this Agreement, will be validly issued,
fully paid and nonassessable. The issuance and delivery of the Shares
is not subject to preemptive, co-sale, right of first refusal or any other
similar rights of the stockholders of the Company or any liens or
encumbrances. Assuming the accuracy of the representations made by
each Purchaser in Section 5, the offer and issuance by the Company of the Shares
is exempt from registration under the 1933 Act.
4.4 SEC
Documents; Financial Statements. The Company has filed in a
timely manner all documents that the Company was required to file with the
Securities and Exchange Commission (the “Commission”) under Sections 13,
14(a) and 15(d) the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), since becoming subject to the requirements of the
Exchange Act. As of their respective filing dates (or, if amended
prior to the date of this Agreement, when amended), all documents filed by
the
Company with the Commission (the “SEC Documents”) complied in all
material respects with the requirements of the Exchange Act and the rules and
regulations of the Commission promulgated thereunder. None of the SEC
Documents as of their respective dates contained any untrue statement of
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements made therein, in light of the circumstances
under which they were made, not misleading. The financial statements
of the Company included in the SEC Documents (the “Financial Statements”)
comply as to form in all material respects with applicable accounting
requirements and with the published rules and regulations of the Commission
with
respect thereto. The Financial Statements have been prepared in
accordance with United States generally accepted accounting principles
consistently applied and fairly present the financial position of the Company
at
the dates thereof and the results of its operations and cash flows for the
periods then ended (subject, in the case of unaudited statements, to normal,
recurring adjustments).
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4.5 Capitalization. All
of the Company’s outstanding shares of capital stock have been duly authorized
and validly issued and are fully paid and nonassessable, have been issued in
compliance with all federal and state securities laws, and were not issued
in
violation of or subject to any preemptive right or other rights to subscribe
for
or purchase securities. The authorized capital stock of the Company
consists of 140,000,000 shares of common stock and 10,000,000 shares of
undesignated Preferred Stock, none of which are issued and outstanding as of
the
Effective Date. As of the Effective Date, there are 34,756,766 shares
of Common Stock issued and outstanding, of which no shares are owned by the
Company. There are no other shares of any other class or series of
capital stock of the Company issued or outstanding. The Company has
no capital stock reserved for issuance, except that, as of the Effective Date,
there are 3,667,186 shares of Common Stock reserved for
issuance pursuant to options outstanding on such date pursuant to the Company’s
2000 Stock Option Plan and 2004 Equity Incentive Plan. There are no
bonds, debentures, notes or other indebtedness having general voting rights
(or
convertible into securities having such rights) (“Voting Debt”) of the
Company issued and outstanding. Except as stated above, there are no
existing options, warrants, calls, subscriptions or other rights, agreements,
arrangements or commitments of any character, relating to the issued or unissued
capital stock of the Company, obligating the Company to issue, transfer, sell,
redeem, purchase, repurchase or otherwise acquire or cause to be issued,
transferred, sold, redeemed, purchased, repurchased or otherwise acquired any
capital stock or Voting Debt of, or other equity interest in, the Company or
securities or rights convertible into or exchangeable for such shares or equity
interests or obligations of the Company to grant, extend or enter into any
such
option, warrant, call, subscription or other right, agreement, arrangement
or
commitment. The issuance of Common Stock or other securities pursuant to
any provision of this Agreement will not give rise to any preemptive rights
or
rights of first refusal on behalf of any Person or result in the triggering
of
any anti-dilution or other similar rights. Except as disclosed in the
SEC Documents, there are no agreements or arrangements under which the Company
or any of its Subsidiaries is obligated to register the sale of any of their
securities under the 1933 Act. There are no securities or instruments
containing anti-dilution provisions that will be triggered by the issuance
of
the Shares. The Company has made available upon request of the
Purchasers, a true, correct and complete copy of the Company’s Certificate of
Incorporation, as amended and as in effect on the date hereof (the
“Certificate of Incorporation”), and the Company’s Bylaws, as amended and
as in effect on the date hereof (the “Bylaws”).
4.6 Litigation. There
is no pending or, to the Company’s knowledge, threatened, action, suit or other
proceeding to which the Company is a party or to which its property or assets
are subject.
4.7 Governmental
Consents. No consent, approval, order or authorization of, or
registration, qualification, designation, declaration or filing with, any
federal, state, or local governmental authority on the part of the Company
is
required in connection with the consummation of the transactions contemplated
by
this Agreement except for (a) the filing of a Form D with the Commission under
the 1933 Act and compliance with the securities and blue sky laws in the states
and other jurisdictions in which shares of Common Stock are offered and/or
sold,
which compliance will be effected in accordance with such laws, (b) the approval
by the Principal Market of the listing of the Shares, (c) such filings and
approvals as are required in connection with the Stockholder Approval, and
(d)
the filing of a registration statement and all amendments thereto with the
Commission as contemplated by Section 8.1 of this Agreement.
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4.8 No
Material Adverse Change. Since June 30, 2007, except as
disclosed in the SEC Documents, there have not been any changes in the assets,
liabilities, financial condition or operations of the Company from that
reflected in the Financial Statements for the quarter ended June 30, 2007 except
changes which have not had, either individually or in the aggregate, a Company
Material Adverse Effect.
4.9 No
General Solicitation. Neither the Company, nor any of its
affiliates, nor any Person acting on its or their behalf, has engaged in any
form of general solicitation or general advertising (within the meaning of
Regulation D promulgated under the Securities Act of 1933, as amended (the
“Securities Act”)) in connection with the offer or sale of the Shares.
4.10 No
Integrated Offering. None of the Company, its Subsidiaries,
any of their affiliates, or any Person acting on their behalf has, directly
or
indirectly, made any offers or sales of any security or solicited any offers
to
buy any security, under circumstances that would require registration of any
of
the Shares under the 1933 Act or cause this offering of the Shares to be
integrated with prior offerings by the Company for purposes of the 1933 Act
or
any applicable stockholder approval provisions, including, without limitation,
under the rules and regulations of the Principal Market.
4.11 Xxxxxxxx-Xxxxx
Act. To the knowledge of the executive officers of the
Company, the Company is in material compliance with the requirements of the
Xxxxxxxx-Xxxxx Act of 2002 that are effective and applicable to the Company
as
of the date hereof, and the rules and regulations promulgated by the SEC
thereunder that are effective and applicable to the Company as of the date
hereof.
4.12 Patents
and Trademarks. To the knowledge of the executive officers
of the Company, the Company and the Subsidiaries have, or have rights to use,
all patents, patent applications, trademarks, trademark applications, service
marks, trade names, copyrights, licenses and other similar rights that are
necessary or material for use in connection with their respective businesses
as
described in the SEC Documents and which the failure to so have could,
individually or in the aggregate, have or reasonably be expected to result
in a
Material Adverse Effect (collectively, the “Intellectual Property
Rights”). Except as set forth in the SEC Documents, neither the
Company nor any Subsidiary has received a written notice that the Intellectual
Property Rights used by the Company or any Subsidiary violates or infringes
upon
the rights of any Person. Except as set forth in the SEC Documents, to the
knowledge of the executive officers of the Company, all such Intellectual
Property Rights are enforceable and there is no existing infringement by another
Person of any of the Intellectual Property Rights.
4.13 Listing
and Maintenance Requirements. Except as specified in the SEC
Documents and the Schedule of Exceptions, the Company has not, in the two years
preceding the date hereof, received notice from the Principal Market to the
effect that the Company is not in compliance with the listing or maintenance
requirements thereof. Except as disclosed in the SEC Documents
and the Schedule of Exceptions, the Company is in compliance with the listing
and maintenance requirements for continued listing of the Common
Stock. The issuance and sale of the Initial Shares under this
Agreement does not contravene the rules and regulations of the Principal Market
and no approval of the stockholders of the Company thereunder is required for
the Company to issue and deliver to the Purchasers the Initial
Shares. The issuance and sale of the Second Closing Shares requires
the Stockholder Approval pursuant to the rules and regulations of the Principal
Market.
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4.14 Disclosure. The
Company understands and confirms that the Purchasers will rely on the foregoing
representations and covenants in effecting transactions in securities of the
Company. To the knowledge of the executive officers of the Company, all
due diligence materials regarding the Company, its business and the transactions
contemplated hereby, furnished by or on behalf of the Company to the Purchasers
upon their request are, when taken together with the SEC Documents, true and
correct in all material respects and do not contain any untrue statement of
a
material fact or omit to state any material fact necessary in order to make
the
statements made therein, in light of the circumstances under which they were
made, not misleading.
4.15 Stockholder
Approval. The Company covenants and agrees that it will use
its commercially reasonable efforts to obtain, as soon as practicable, the
approval of its stockholders of the transactions contemplated by this Agreement
as required by the rules and regulations of the Principal Market applicable
to
the Company in order to issue the Second Closing Shares, including approval
of
any potential change of control of the Company which may occur as a result
of
the sale of the Second Closing Shares (the “Stockholder
Approval”). In furtherance of its obligations to obtain the
Stockholder Approval under this Section 4.15, the Company shall (a) file any
required proxy materials with the Principal Market and the Commission as
promptly as practicable following the Initial Closing Date, but in any event
within 20 business days following the Initial Closing Date and respond as
promptly as practicable to any comments from the Commission or Principal Market
with respect thereto, (c) deliver proxy materials to its stockholders in
furtherance thereof as promptly as practicable thereafter, (d) solicit proxies
from its stockholders in connection therewith in the same manner as all other
management proposals in such proxy statement, and (e) hold a meeting of the
stockholders related thereto as promptly as practicable, but in any event not
later than the 60th day after
mailing
of the definitive proxy materials to stockholders. In the event the
Company does not obtain the Stockholder Approval at the first meeting of its
stockholders called for such purpose, the Company shall use commercially
reasonable efforts to obtain the Stockholder Approval at each successive
stockholders meeting until the Stockholder Approval is obtained. The
parties hereto understand that no votes may be cast in respect of any Shares
issued and sold pursuant to this Agreement on any proposal to obtain Stockholder
Approval pursuant hereto.
SECTION
5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
PURCHASERS.
5.1 Each
Purchaser, severally and not jointly, represents and warrants to and covenants
with the Company that:
(a) Purchaser,
taking into account the personnel and resources it can practically bring to
bear
on the purchase of the Shares contemplated hereby, is knowledgeable,
sophisticated and experienced in making, and is qualified to make, decisions
with respect to investments in shares presenting an investment decision like
that involved in the purchase of the Shares, including investments in securities
issued by the Company, and has requested, received, reviewed and considered
all
information Purchaser deems relevant (including the SEC Documents) in making
an
informed decision to purchase the Shares.
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(b) Purchaser
is acquiring the Shares pursuant to this Agreement in the ordinary course of
its
business and for its own account for investment only and with no present
intention of distributing any of such Shares or any arrangement or understanding
with any other persons regarding the distribution of such Shares, except in
compliance with Section 5.1(c).
(c) Purchaser
will not, directly or indirectly, offer, sell, pledge, transfer or otherwise
dispose of (or solicit any offers to buy, purchase or otherwise acquire or
take
a pledge of) any of the securities purchased hereunder except in compliance
with
the Securities Act, applicable blue sky laws, and the rules and regulations
promulgated thereunder.
(d) Purchaser
has, in connection with its decision to purchase the Shares, relied with respect
to the Company and its affairs solely upon the SEC Documents and the
representations and warranties of the Company contained herein.
(e) Purchaser
is an “accredited investor” within the meaning of Rule 501 of Regulation D
promulgated under the Securities Act or a Qualified Institutional Buyer within
the meaning of Rule 144A promulgated under the Securities Act.
(f) Purchaser
has full right, power, authority and capacity to enter into this Agreement
and
to consummate the transactions contemplated hereby and has taken all necessary
action to authorize the execution, delivery and performance of this
Agreement. Upon the execution and delivery of this Agreement by
Purchaser, this Agreement shall constitute a valid and binding obligation of
Purchaser, enforceable in accordance with its terms, except (i) as limited
by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or affecting the enforcement of creditors’ rights generally, (ii) as
limited by equitable principles generally, including any specific performance,
and (iii) as to those provisions of Section 8.3 relating to indemnity or
contribution.
(g) Purchaser
is not a broker or dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934 (a “registered broker-dealer”) and is not
affiliated with a registered broker dealer. Purchaser is not party to
any agreement for distribution of the Shares.
(h) The
Purchaser shall have completed or caused to be completed and delivered to the
Company at no later than the Initial Closing Date, the Investor Questionnaire
and the Selling Stockholder Questionnaire for use in preparation of the
Registration Statement, and the answers to the Questionnaires are true and
correct in all material respects as of the date of this Agreement and will
be
true and correct as of the Initial Closing Date, the Second Closing Date (but
only with respect to Purchasers purchasing Shares on the Second Closing Date)
and the effective date of the Registration Statement; provided that the
Purchasers shall be entitled to update such information by providing notice
thereof to the Company before the effective date of such Registration
Statement.
5.2 Purchaser
represents, warrants and covenants to the Company that Purchaser has not, either
directly or indirectly through an affiliate, agent or representative of the
Company, engaged in any transaction in the Securities of the Company subsequent
to March 30, 2007. Purchaser represents and warrants to and covenants
with the Company that Purchaser has not engaged and will not engage in any
short
sales of the Company’s Common Stock prior to the effectiveness of the
Registration Statement (either directly or indirectly through an affiliate,
agent or representative).
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5.3 Purchaser
understands that nothing in this Agreement or any other materials presented
to
Purchaser in connection with the purchase and sale of the Shares constitutes
legal, tax or investment advice. Purchaser has consulted such legal,
tax and investment advisors as it, in its sole discretion, has deemed necessary
or appropriate in connection with its purchase of the Shares.
5.4 Legends. It
is understood that the Shares may bear one or more legends in substantially
the
following form and substance:
“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT UPON SATISFACTION OF
CERTAIN CONDITIONS, WHICH ARE SET FORTH IN THAT CERTAIN COMMON STOCK PURCHASE
AGREEMENT DATED AUGUST 16, 2007, WHICH ALSO CONTAINS VARIOUS OTHER PROVISIONS
AFFECTING THESE SECURITIES, BINDING UPON TRANSFEREES
HEREOF. INFORMATION CONCERNING THESE RESTRICTIONS AND PROVISIONS MAY
BE OBTAINED FROM THE CORPORATION OR ITS LEGAL COUNSEL.”
In
addition stock certificates representing the Shares may contain:
(a) Any
legend required by the laws of the State of California, including any legend
required by the California Department of Corporations.
(b) Any
legend required by the blue sky laws of any other state to the extent such
laws
are applicable to the sale of the Shares hereunder.
5.5 Restricted
Securities. Purchaser understands that the Shares are
characterized as “restricted securities” under the federal securities laws
inasmuch as they are being acquired from the Company in a transaction not
involving a public offering and that under such laws and applicable regulations
such Shares may be resold without registration under the Securities Act only
in
certain limited circumstances. In this connection, such Purchaser
represents that it is familiar with Commission Rule 144, as presently in effect,
and understands the resale limitations imposed thereby and by the Securities
Act.
SECTION
6. CONDITIONS TO COMPANY’S OBLIGATIONS AT EACH
CLOSING.
The
Company’s obligation to complete the sale and issuance of the Shares and deliver
shares of Common Stock to each Purchaser, individually, as set forth in the
Schedule of Purchasers at each Closing shall be subject to the following
conditions to the extent not waived by the Company:
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6.1 Receipt
of Payment. The Company shall have received payment, by wire
transfer of immediately available funds, in the full amount of the purchase
price for the number of Shares being purchased by such Purchaser at such Closing
as set forth in the Schedule of Purchasers.
6.2 Representations
and Warranties. The representations and warranties made by
such Purchaser in Section 5 hereof shall be true and correct in all material
respects when made and shall be true and correct in all material respects on
the
Closing Date.
6.3 Stockholder
Approval. Solely with respect to the sale and issuance of
the Second Closing Shares on the Second Closing Date, the Company shall have
obtained the Stockholder Approval as contemplated in Section 4.15 of this
Agreement.
SECTION
7. CONDITIONS TO PURCHASERS’ OBLIGATIONS AT THE
CLOSING.
Each
Purchaser’s obligation to accept delivery of the Shares and to pay for the
Shares shall be subject to the following conditions to the extent not waived
by
such Purchaser:
7.1 Representations
and Warranties Correct. The representations and warranties
made by the Company in Section 4 hereof shall be true and correct in all
material respects when made and any failure of such representations and
warranties to be true and correct in all material respects after the date hereof
shall not have resulted in a Company Material Adverse Effect as of the Closing
Date.
7.2 Compliance
Certificate. Each Purchaser shall have received a
certificate signed by an officer of the Company certifying to the fulfillment
of
the conditions set forth in Section 7.
7.3 Stockholder
Approval. Solely with respect to the sale and issuance of
the Second Closing Shares on the Second Closing Date, the Company shall have
obtained the Stockholder Approval as contemplated in Section 4.15 of this
Agreement.
SECTION
8. REGISTRATION OF THE SHARES; COMPLIANCE WITH THE SECURITIES
ACT.
8.1 Registration
Procedures and Expenses. The Company is obligated to do the
following:
(a) The
Company shall use its commercially reasonable efforts to prepare and file with
the Commission, not later than the second business day after the date on which
the Company files its annual report on Form 10-K for its fiscal year ending
December 31, 2007 with the SEC, a registration statement on Form S-3 (or such
other registration form that the Company may then be eligible to use) in order
to register with the Commission the resale by the Purchasers, from time to
time,
of the Shares through the Principal Market or the facilities of any national
securities exchange on which the Company’s Common Stock is then traded, or in
privately-negotiated transactions (a “Registration
Statement”). The Company shall use its commercially reasonable
efforts to cause such Registration Statement to be declared effective as soon
thereafter as reasonably practicable.
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(b) If
such a Registration Statement has been filed, the Company shall use its
commercially reasonable efforts to prepare and file with the Commission (i)
such
amendments and supplements to the Registration Statement and the prospectus
used
in connection therewith, (ii) such SEC reports and (iii) such other filings
required by the Commission, in each case as may be necessary to keep the
Registration Statement effective and not misleading until the earliest of (A)
the second anniversary date of the Closing Date, or (B) such time as all of
the
Shares held by the Purchasers can be sold within a given three-month period
pursuant to Rule 144 under the Securities Act. Notwithstanding the
foregoing, following the effectiveness of the Registration Statement, the
Company may, at any time, suspend the effectiveness of the Registration
Statement for up to 60 days, as appropriate (a “Suspension Period”), by
giving notice to the Purchasers, if the Company shall have determined that
the
Company may be required to disclose any material corporate
development. Notwithstanding the foregoing, the Company may not
suspend the effectiveness of the Registration Statement more than twice during
any twelve-month period. Each Purchaser agrees that, upon receipt of
any notice from the Company of a Suspension Period, such Purchaser will not
sell
any Shares pursuant to the Registration Statement until (i) such Purchaser
is
advised in writing by the Company that the use of the applicable prospectus
may
be resumed, (ii) such Purchaser has received copies of any additional or
supplemental or amended prospectus, if applicable, and (iii) such Purchaser
has
received copies of any additional or supplemental filings which are incorporated
or deemed to be incorporated by reference in such prospectus.
(c) In
order to facilitate the public sale or other disposition of all or any of the
Shares by each Purchaser, the Company shall furnish to each Purchaser with
respect to the Shares registered under the Registration Statement such number
of
copies of prospectuses, prospectus supplements and preliminary prospectuses
as
such Purchaser reasonably requests in conformity with the requirements of the
Securities Act.
(d) The
Company shall file any documents required of the Company for normal blue sky
clearance in states specified in writing by each Purchaser; provided, however,
that the Company shall not be required to qualify to do business or consent
to
service of process in any jurisdiction in which it is not now so qualified
or
has not so consented.
(e) Other
than fees and expenses, if any, of counsel or other advisers to the Purchasers,
which fees and expenses shall be borne by the Purchasers, the Company shall
bear
all expenses (exclusive of any brokerage fees, underwriting discounts and
commissions) in connection with the procedures in paragraphs (a) through (d)
of
this Section 8.1.
(f) With
a view to making available to the Purchasers the benefits of Rule 144
promulgated under the Securities Act (“Rule 144”) and any other rule or
regulation of the Commission that may at any time permit a Purchaser to sell
Shares to the public without registration or pursuant to registration, the
Company covenants and agrees to use its commercially reasonable efforts to:
(i)
make and keep public information available, as those terms are understood and
defined in Rule 144, until the earlier of (A) the second anniversary of the
Closing Date or (B) such date as all of the Shares shall have been resold;
(ii)
file with the Commission in a timely manner all reports and other documents
required of the Company under the Exchange Act; and (iii) furnish to any
Purchaser upon request, as long as the Purchaser owns any Shares, (A) a
written statement by the Company that it has complied with the reporting
requirements of the Exchange Act, (B) a copy of the most recent annual or
quarterly report of the Company, and (C) such other information as may be
reasonably requested in order to avail any Purchaser of any rule or regulation
of the Commission that permits the selling of any such Shares without
registration under the Securities Act.
10
8.2 Transfer
of Shares After Registration. Each Purchaser agrees that
such Purchaser will not effect any disposition of the Shares that would
constitute a sale within the meaning of the Securities Act, except:
(a) pursuant
to the Registration Statement, in which case such Purchaser shall submit the
certificates evidencing the Shares to the Company’s transfer agent, accompanied
by a separate certificate executed by such Purchaser or by an officer of, or
other authorized person designated by, such Purchaser, to the effect that (A)
the Shares have been sold in accordance with the Registration Statement and
(B)
the requirement of delivering a current prospectus has been satisfied;
or
(b) in
a transaction exempt from registration under the Securities Act, in which case
such Purchaser shall, prior to effecting such disposition, submit to the Company
an opinion of counsel in form and substance reasonably satisfactory to the
Company to the effect that the proposed transaction is in compliance with the
Securities Act.
8.3 Indemnification. As
used in this Section 8.3 the following terms shall have the following respective
meanings:
(a) “Selling
Stockholder” shall mean a Purchaser of Shares under this Agreement and any
transferee of such a Purchaser who is entitled to resell Shares pursuant to
the
Registration Statement;
(b) “Registration
Statement” shall include any final prospectus, exhibit, supplement or
amendment included in or relating to the Registration Statement referred to
in
Section 8.1; and
(c) “Untrue
Statement” shall include any untrue statement or alleged untrue statement,
or any omission or alleged omission to state in the Registration Statement
a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.
The
Company agrees to indemnify and hold harmless each Selling Stockholder from
and
against any losses, claims, damages or liabilities to which such Selling
Stockholder may become subject (under the Securities Act or otherwise) insofar
as such losses, claims, damages or liabilities (or actions or proceedings in
respect thereof) arise out of, or are based upon, any Untrue Statement on or
after the effective date of the Registration Statement, or on or after the
date
of any prospectus or prospectus supplement or the date of any sale by Purchaser
thereunder, or arise out of any failure by the Company to fulfill any
undertaking included in the Registration Statement and the Company will
reimburse such Selling Stockholder for any reasonable legal or other expenses
reasonably incurred in investigating, defending or preparing to defend any
such
action, proceeding or claim; provided, however, that the Company shall not
be
liable to such Selling Stockholder in any such case to the extent that such
loss, claim, damage or liability arises out of, or is based upon, an Untrue
Statement made in such Registration Statement in reliance upon and in conformity
with information furnished to the Company by or on behalf of such Selling
Stockholder specifically for use in preparation of the Registration Statement,
or the failure of such Selling Stockholder to comply with the covenants and
agreements contained in Section 8.1 or 8.2 hereof respecting sale of the Shares
or any statement or omission in any Prospectus that is corrected in any
subsequent prospectus that was delivered to the Selling Stockholder prior to
the
pertinent sale or sales by the Selling Stockholder.
11
Each
Purchaser, severally and not jointly, agrees to indemnify and hold harmless
the
Company (and each person, if any, who controls the Company within the meaning
of
Section 15 of the Securities Act, each officer of the Company who signs the
Registration Statement and each director of the Company) from and against any
losses, claims, damages or liabilities to which the Company (or any such
officer, director or controlling person) may become subject (under the
Securities Act or otherwise), insofar as such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) arise out of, or
are
based upon, any failure to comply with the covenants and agreements contained
in
Section 8.1 or 8.2 hereof respecting sale of the Shares, or any Untrue Statement
contained in the Registration Statement on or after the effective date thereof,
or in any prospectus supplement as of its issue date or date of any sale by
Purchaser thereunder, if such Untrue Statement was made in reliance upon and
in
conformity with information furnished by or on behalf of such Purchaser
specifically for use in preparation of the Registration Statement, and such
Purchaser will reimburse the Company (or such officer, director or controlling
person), as the case may be, for any legal or other expenses reasonably incurred
in investigating, defending or preparing to defend any such action, proceeding
or claim.
Promptly
after receipt by any indemnified person of a notice of a claim or the beginning
of any action in respect of which indemnity is to be sought against an
indemnifying person pursuant to this Section 8.3, such indemnified person shall
notify the indemnifying person in writing of such claim or of the commencement
of such action, and, subject to the provisions hereinafter stated, in case
any
such action shall be brought against an indemnified person and such indemnifying
person shall have been notified thereof, such indemnifying person shall be
entitled to participate therein, and, to the extent it shall wish, to assume
the
defense thereof, with counsel reasonably satisfactory to such indemnified
person. After notice from the indemnifying person to such indemnified
person of its election to assume the defense thereof, such indemnifying person
shall not be liable to such indemnified person for any legal expenses
subsequently incurred by such indemnified person in connection with the defense
thereof; provided, however, that if there exists or shall exist a conflict
of
interest that would make it inappropriate, in the opinion of counsel to the
indemnified person, for the same counsel to represent both the indemnified
person and such indemnifying person or any affiliate or associate thereof,
the
indemnified person shall be entitled to retain its own counsel at the expense
of
such indemnifying person; provided, however, that no indemnifying person shall
be responsible for the fees and expenses of more than one separate counsel
for
all indemnified parties.
8.4 Termination
of Conditions and Obligations. The conditions precedent
imposed by Section 5 or this Section 8 upon the transferability of the Shares
shall cease and terminate as to any particular number of the Shares when such
Shares shall have been sold or otherwise disposed of in accordance with the
intended method of disposition set forth in the Registration Statement covering
such Shares or at such time as an opinion of counsel satisfactory to the Company
shall have been rendered to the effect that such conditions are not necessary
in
order to comply with the Securities Act.
12
8.5 Information
Available. So long as the Registration Statement is
effective covering the resale of Shares owned by the Purchasers, the Company
will furnish to the Purchasers, upon the reasonable request of any Purchaser,
an
adequate number of copies of the prospectuses and supplements to supply to
any
other party requiring such prospectuses.
8.6 Plan
of Distribution. Each Purchaser agrees to distribute the
Shares in compliance with the plan of distribution set forth in the Registration
Statement.
SECTION
9. BROKER’S FEE.
The
Company and each Purchaser (severally and not jointly) hereby represent that
there are no brokers or finders entitled to compensation in connection with
the
sale of the Shares, and shall indemnify each other for any such fees for which
they are responsible.
SECTION
10. NOTICES.
All
notices, requests, consents and other communications hereunder shall be in
writing, shall be sent by confirmed facsimile or mailed by first-class
registered or certified airmail, or nationally recognized overnight express
courier, postage prepaid, and shall be deemed given when so sent in the case
of
facsimile transmission, or when so received in the case of mail or courier,
and
addressed as follows:
|
|
(a)
|
if
to the Company, to:
|
Corcept
Therapeutics Incorporated
000
Xxxxxxxxxxxx Xxxxx
Xxxxx
Xxxx, Xxxxxxxxxx 00000
Attention:
Chief Executive Officer
Facsimile: (000)
000-0000
with
a
copy so mailed to:
Xxxxxx
& Xxxxxxx LLP
000
Xxxxx
Xxxxx
Xxxxx
Xxxx, Xxxxxxxxxx 00000
Attention: Xxxx
X. Xxxxxxxxx
Facsimile: (000)
000-0000
or
to
such other person at such other place as the Company shall designate to the
Purchasers in writing; and
(b) if
to the Purchasers, at the address as set forth at the end of this Agreement,
or
at such other address or addresses as may have been furnished to the Company
in
writing.
13
SECTION
11. MISCELLANEOUS.
11.1 Waivers
and Amendments. Neither this Agreement nor any provision
hereof may be changed, waived, discharged, terminated, modified or amended
except upon the written consent of the Company and holders of at least a
majority of the Shares (including, for such purpose, only those Shares not
resold under the Registration Statement).
11.2 Headings. The
headings of the various sections of this Agreement have been inserted for
convenience of reference only and shall not be deemed to be part of this
Agreement.
11.3 Severability. In
case any provision contained in this Agreement should be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of
the
remaining provisions contained herein shall not in any way be affected or
impaired thereby.
11.4 Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California as applied to contracts
entered into and performed entirely in California by California residents,
without regard to conflicts of law principles.
11.5 Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall
constitute an original, but all of which, when taken together, shall constitute
but one instrument, and shall become effective when one or more counterparts
have been signed by each party hereto and delivered to the other
parties.
11.6 Successors
and Assigns. Except as otherwise expressly provided herein,
the provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties
hereto.
11.7 Entire
Agreement. This Agreement and other documents delivered
pursuant hereto, including the exhibit and the Schedule of Exceptions,
constitute the full and entire understanding and agreement between the parties
with regard to the subjects hereof and thereof.
11.8 Payment
of Fees and Expenses. Each of the Company and the Purchasers
shall bear its own expenses and legal fees incurred on its behalf with respect
to this Agreement and the transactions contemplated hereby. If
any action at law or in equity is necessary to enforce or interpret the terms
of
this Agreement, the prevailing party shall be entitled to reasonable attorney’s
fees, costs and necessary disbursements in addition to any other relief to
which
such party may be entitled.
[signature
pages follow]
14
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the day and year first
above written.
| CORCEPT THERAPEUTICS INCORPORATED | |||
|
By:
|
/s/
Xxxxxx X. Xxxxxxxx
|
||
|
Name:
|
Xxxxxx
X. Xxxxxxxx
|
||
|
Title:
|
Chief
Executive Officer
|
||
15
PURCHASERS:
|
Paperboy
Ventures LLC
By:
/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx
X. Xxxxxxx
Chief
Financial Officer
|
Alta
BioPharma Partners II, L.P.
By:
/s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx
Managing Director
|
|
Alta
Embarcadero BioPharma Partners II, LLC
By:
/s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx
Managing Director
|
Farview
Management, Co. L.P. A Texas Limited Partnership
By:
/s/ Xxxxxx X. Xxxx, Xx.
Xxxxxx
X. Xxxx, Xx.
General Partner
|
|
Xxxxxx
X. Xxxx and Xxxxxx X. Xxxx, Xx., JTWROS
By:
/s/ Xxxxxx X. Xxxx
Xxxxxx
X. Xxxx
By:
/s/ Xxxxxx X. Xxxx, Xx.
Xxxxxx X. Xxxx, Xx.
|
The
Xxxxx X. Xxxxxxx and Xxxxxxxxx X. Xxxxx
1998
Family Trust
By:
/s/ Xxxxx X. Xxxxxxx
Xxxxx
X. Xxxxxxx
Trustee
|
|
Xxxxx
X. & Xxxxxx Xxxxxx Trust
By: /s/
Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
General Partner
|
Xxxxxx
Hill Ventures, A California Limited Partnership
By:
/s/ G. Xxxxxxx Xxxxx
G.
Xxxxxxx Xxxxx
Managing
Director of the General Partner
*
signed by Xxxxx X. Xxxxx Under Power of Attorney
|
|
G.
Xxxxxxx Xxxxx, Xx. and Xxxx Xxxx Xxxxx, Co-Trustees
of
The
Xxxxx Revocable Trust U/A/D 2/3/03
By:
/s/ G. Xxxxxxx Xxxxx, Xx.
G. Xxxxxxx Xxxxx, Xx.
Trustee
*
signed by Xxxxx X. Xxxxx Under Power of Attorney
|
Xxxxxxxx
Holdings, L.P.
By:
/s/ G. Xxxxxxx Xxxxx, Xx.
G. Xxxxxxx Xxxxx, Xx.
General
Partner
*
signed by Xxxxx X. Xxxxx Under Power of Attorney
|
|
The
Xxxx Revocable Trust U/A/D 4/23/98
By:
/s/ Xxxxx Xxxx
Xxxxx Xxxx
Trustee
*
signed by Xxxxx X. Xxxxx Under Power of Attorney
|
Xxxxx
X. Xxxxxxxx, Trustee of
The
Xxxxxxxx Living Trust U/A/D 1/22/98
By:
/s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
Trustee
*
signed by Xxxxx X. Xxxxx Under Power of Attorney
|
|
Acrux
Partners, L.P.
By:
/s/ Xxxxx X. Xxxxxxxx
Xxxxx
X. Xxxxxxxx
General
Partner
*
signed by Xxxxx X. Xxxxx Under Power of Attorney
|
The
Xxxxxxx X. and Xxxxx X.X. Xxxxx Trust Agreement Dated
2/24/99
By:
/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Trustee
*
signed by Xxxxx X. Xxxxx Under Power of Attorney
|
|
Tallack
Partners, L.P.
By:
/s/ Xxxxx X. Xxxxxxx *
Xxxxx X. Xxxxxxx
*
signed by Xxxxx X. Xxxxx Under Power of Attorney
|
Xxxxx
X. Xxxxx and Xxxxxxxx X. X’Xxxxx, Trustees of The White Family Trust U/A/D
4/3/97
By:
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
Trustee
*
signed by Xxxxx X. Xxxxx Under Power of
Attorney
|
16
|
Xxxxxxx
X. Xxxx and Xxxxxxxxx X. Xxxx Trust Agreement Dated
10/31/2000
By:
Xxxxxxx X. Xxxx
Xxxxxxx
X. Xxxx
Trustee
*
signed by Xxxxx X. Xxxxx Under Power of Attorney
|
Xxxxxx
X. Xxxxxx and Xxxxxx X. Xxxxxx as Trustees of The Xxxxxx Family Trust
U/D/T 11/3/1995
By:
/s/ Xxxxxx X. Xxxxxx*
Xxxxxx X. Xxxxxx
*
signed by Xxxxx X. Xxxxx Under Power of Attorney
|
|
Xxxxx
X. Xxxxx and Xxxxx X. Xxxxx as Trustees of
The
Xxxxx and Xxxxx Xxxxx Living Trust Dated 7/6/04
By:
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
Trustee
|
Xxxxxxxx
Xxx
By:
/s/ Xxxxxxxx Xxx
Xxxxxxxx Xxx
*
signed by Xxxxx X. Xxxxx Under Power of Attorney
|
|
Xxxxx
Fargo Bank, N.A. SHV Profit Sharing Plan
FBO,
Xxxxx X. Xxxx
By:
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Asst Vice President & Trust Officer
|
Xxxxx
Fargo Bank, N.A. SHV Profit Sharing Plan
FBO,
Xxxxxx Xxx
By:
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Asst Vice President & Trust
Officer
|
|
Xxxxx
Fargo Bank, N.A. SHV Profit Sharing Plan
FBO,
Xxxxxxx X. Xxxxxxx
By:
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Asst Vice President & Trust
Officer
|
Xxxxx
Fargo Bank, N.A. SHV Profit Sharing Plan
FBO,
Xxxxx X. Xxxx Rollover
By:
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Asst Vice President & Trust Officer
|
|
Xxxxx
Fargo Bank, N.A. SHV Profit Sharing Plan
FBO,
Xxxxxxx X. Xxxxxxx, Xx.
By:
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Asst Vice President & Trust Officer
|
Xxxx
Xxxxxx
By:
/s/ Xxxx Xxxxxx
Xxxx Xxxxxx
|
|
Xxxxxx
X. Xxxxxx
By:
/s/ Xxxxxx Xxxxxx
Xxxxxx
Xxxxxx
|
Xxxxxx
X. Xxxxxxxx
By:
/s/ Xxxxxx X. Xxxxxxxx
Xxxxxx
X. Xxxxxxxx
|
|
Xxxxxxx
X. & Xxxxx X. XxXxxx Revocable Trust dated
11/1/88
By:
/s/ Xxxxxxx X. XxXxxx
Xxxxxxx X. XxXxxx
Trustee
|
Black
Point Group LP
By:
/s/ Xxxxxxxx Xxxx
Xxxxxxxx Xxxx
Manager
|
|
The
Board of Trustees of the Xxxxxx Xxxxxxxx Jr. University (SBST
LS)
By:
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx x. Xxxxxx
Director
|
17
EXHIBIT
A
SCHEDULE
OF PURCHASERS
August
16, 2007
|
Name
of Investor
|
Number
of Shares (Initial Closing)
|
Aggregate
Purchase Price (Initial Closing)
|
Number
of Shares (Second Closing)
|
Aggregate
Purchase Price (Second Closing)
|
||||||||||||
|
Paperboy
Ventures LLC
|
952,380
|
$ |
2,000,000
|
1,190,476
|
$ |
2,500,000
|
||||||||||
|
Alta
BioPharma Partners II, L.P.
|
918,589
|
$ |
1,929,037
|
―
|
―
|
|||||||||||
|
Alta
Embarcadero BioPharma Partners II, LLC
|
33,792
|
$ |
70,963
|
―
|
―
|
|||||||||||
|
Farview
Management Co. L.P., a Texas Limited Partnership
|
595,238
|
$ |
1,250,000
|
―
|
―
|
|||||||||||
|
The
Xxxxxx X. and Xxxxxx X. Xxxx, Xx. Foundation, Inc.
|
119,047
|
$ |
250,000
|
―
|
―
|
|||||||||||
|
The
Xxxxx X. Xxxxxxx and Xxxxxxxxx X. Xxxxx 1998 Family Trust
|
95,238
|
$ |
200,000
|
―
|
―
|
|||||||||||
|
Xxxxx
X. & Xxxxxx Xxxxxx Trust
|
47,619
|
$ |
100,000
|
―
|
―
|
|||||||||||
|
Xxxxxx
Hill Ventures, A California Limited Partnership
|
162,218
|
$ |
340,658
|
―
|
―
|
|||||||||||
|
G.
Xxxxxxx Xxxxx, Xx. and Xxxx Xxxx Xxxxx, Co-Trustees of
The
Xxxxx Revocable Trust U/A/D 2/3/03
|
95,238
|
$ |
200,000
|
―
|
―
|
|||||||||||
|
|
||||||||||||||||
|
Xxxxxxxx
Holdings, L.P.
G.
Xxxxxxx Xxxxx, Xx., General Partner
|
47,619
|
$ |
100,000
|
―
|
―
|
|||||||||||
|
|
||||||||||||||||
|
The
Xxxx Revocable Trust U/A/D 4/23/98
|
23,871
|
$ |
50,129
|
―
|
―
|
|||||||||||
|
Xxxxx
X. Xxxxxxxx, Trustee of
The
Xxxxxxxx Living Trust U/A/D 1/22/98
|
11,136
|
$ |
23,386
|
―
|
―
|
|||||||||||
|
|
||||||||||||||||
|
Acrux
Partners, L.P.
Xxxxx
X. Xxxxxxxx, General Partner
|
11,136
|
$ |
23,386
|
―
|
―
|
|||||||||||
|
Xxxxxxx
X. and Xxxxx X.X. Xxxxx Trust Agreement Dated 2/24/99
|
2,390
|
$ |
5,019
|
―
|
―
|
|||||||||||
|
Tallack
Partners, L.P., Xxxxx X. Xxxxxxx, General Partner
|
2,869
|
$ |
6,025
|
―
|
―
|
|||||||||||
|
Xxxxx
X. Xxxxx and Xxxxxxxx X. X'Xxxxx as Trustees of
The
White Family Trust U/A/D 4/3/97
|
1,052
|
$ |
2,209
|
―
|
―
|
|||||||||||
|
|
||||||||||||||||
|
Xxxxxxx
X. and Xxxxxxxxx X. Xxxx Trust Agreement Dated 10/31/00
|
533
|
$ |
1,119
|
―
|
―
|
|||||||||||
18
|
Name
of Investor
|
Number
of Shares (Initial Closing)
|
Aggregate
Purchase Price (Initial Closing)
|
Number
of Shares (Second Closing)
|
Aggregate
Purchase Price (Second Closing)
|
||||||||||||
|
Xxxxxx
X. Xxxxxx and Xxxxxx X. Xxxxxx as Trustees of
The
Xxxxxx Family Trust U/D/T 11/3/1995
|
563
|
$ |
1,182
|
―
|
―
|
|||||||||||
|
Xxxxx
X. Xxxxx and Xxxxx X. Xxxxx as Trustees of
The
Xxxxx and Xxxxx Xxxxx Living Trust Dated 7/6/04
|
984
|
$ |
2,066
|
―
|
―
|
|||||||||||
|
|
||||||||||||||||
|
Xxxxxxxx
Xxx
|
122
|
$ |
256
|
―
|
―
|
|||||||||||
|
Xxxxx
Fargo Bank, N.A. FBO SHV Profit Sharing Plan
|
||||||||||||||||
|
FBO
Xxxxxxx X. Xxxxxxx
|
617
|
$ |
1,296
|
―
|
―
|
|||||||||||
|
FBO
Xxxxxxx X. Xxxxxxx, Xx.
|
20,354
|
$ |
42,743
|
―
|
―
|
|||||||||||
|
FBO
Xxxxx X. Xxxx (Rollover)
|
169
|
$ |
355
|
―
|
―
|
|||||||||||
|
FBO
Xxxxxx X. Xxxx
|
24
|
$ |
50
|
―
|
―
|
|||||||||||
|
FBO
Xxxxxx Xxx
|
57
|
$ |
120
|
―
|
―
|
|||||||||||
|
Xxxx
Xxxxxx
|
238,095
|
$ |
500,000
|
―
|
―
|
|||||||||||
|
Xxxxxx
X. Xxxxxx
|
50,000
|
$ |
105,000
|
―
|
―
|
|||||||||||
|
Xxx
Xxxxxxxx
|
23,809
|
$ |
50,000
|
―
|
―
|
|||||||||||
|
Xxxxxxx
X. & Xxxxx X. XxXxxx
|
50,000
|
$ |
105,000
|
―
|
―
|
|||||||||||
|
Black
Point Group LP
|
47,619
|
$ |
100,000
|
―
|
―
|
|||||||||||
|
The
Board of Trustees of the Xxxxxx Xxxxxxxx Jr. University
(SBST
LS)
|
47,619
|
$ |
100,000
|
―
|
―
|
|||||||||||
|
TOTAL
|
3,599,997
|
$ |
7,559,999
|
1,190,476
|
$ |
2,500,000
|
||||||||||
19
