WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES STEALTH BIOTHERAPEUTICS CORP.Warrant Agreement • April 11th, 2022 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • New York
THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (this “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 October 13, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October 13, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Stealth BioTherapeutics Corp, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), up to 44,217,588 Ordinary Shares, with a nominal or par value of U.S. $0.0003 per share, of the Company (the “Warrant Shares”), represented by up to 3,684,799 ADSs (such ADSs issuable upon exercise of this Warrant, the “Warrant ADSs”), as subject to adjustment hereunder. The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 11th, 2022 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”), dated as of April 10, 2022, is between Stealth BioTherapeutics Corp, a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ORDINARY SHARE PURCHASE AGREEMENTOrdinary Share Purchase Agreement • April 11th, 2022 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • Delaware
This ORDINARY SHARE PURCHASE AGREEMENT (“Agreement”) is made as of April 10, 2022 (the “Effective Date”), by and between Stealth BioTherapeutics Corp, a Cayman Islands exempted company (the “Company”), and Morningside Venture (I) Investments Limited (the “Investor”).
THIS WARRANT AND THE ORDINARY SHARES ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANTOrdinary Share Purchase Warrant • April 11th, 2022 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • Massachusetts
STEALTH BIOTHERAPEUTICS CORP, an exempted company incorporated in the Cayman Islands with company number 165223 (the “Company”), for value received, hereby certifies that MORNINGSIDE VENTURE (I) INVESTMENTS LIMITED, a company organized and existing under the laws of the British Virgin Islands, or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after October 13, 2022 and on or before 5:00 p.m. (Boston time) on October 13, 2027. Ordinary Shares, each with a nominal or par value of US$0.0003, of the Company (“Ordinary Shares”), at a purchase price of $0.05224 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively.
