1,923,077 Shares of Common Stock Bellerophon Therapeutics, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • May 20th, 2020 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations • New York
Introductory. Bellerophon Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 1,923,077 shares of its common stock (the “Shares”), par value $0.01 per share (the “Common Stock”). The 1,923,077 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 288,461 Shares as provided in Section 2. The additional 288,461 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”) 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 n
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • May 20th, 2020 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations • New York
NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL DIRECT THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES ARE MAINTAINED TO SET UP A DEPOSIT/WITHDRAWAL AT CUSTODIAN (“DWAC”) INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES.
May 18, 2020 Personal and Confidential Angel Pond Capital LLCAdvisory Agreement • May 20th, 2020 • Bellerophon Therapeutics, Inc. • Pharmaceutical preparations • New York
