APERION BIOLOGICS, INC. COMMON STOCK PURCHASE WARRANTAperion Biologics, Inc. • October 23rd, 2015 • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, W.R. Hambrecht + Co., LLC 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 that is 180 days after the qualification date of the Offering Statement (the “Initial Exercise Date”) and on or before the close of business on the five (5) year anniversary of the qualification date of the Offering Statement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aperion Biologics, Inc., 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).
ROYALTY RIGHT AND TRANSACTION BONUS FORFEITURE agreementRoyalty Right and Transaction Bonus • October 23rd, 2015 • Aperion Biologics, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • California
THIS ROYALTY RIGHT AND TRANSACTION BONUS FORFEITURE AGREEMENT (the “Agreement”) is made as of September 10, 2015 (the “Effective Date”) by and among Dr. Kevin Stone (“Stone”), Aperion Biologics, Inc., a Delaware corporation (“Aperion”) and CrossCart LLC, a California limited liability company (“CrossCart”).
OMNIBUS AMENDMENT TO CONVERTIBLE PROMISSORY NOTESOmnibus Amendment • October 23rd, 2015 • Aperion Biologics, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This Omnibus Amendment (this “Amendment”), dated as of ______, 2015 (the “Effective Date”), amends those certain convertible promissory notes listed in Schedule I hereto (the “Notes”) by and between Aperion Biologics, Inc., a Delaware corporation (the “Company”) and CrossCart, LLC, a California limited liability company (“Lender”). All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Notes.
TRANSACTION BONUS FORFEITURE agreementTransaction Bonus • October 23rd, 2015 • Aperion Biologics, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS TRANSACTION BONUS FORFEITURE AGREEMENT (the “Agreement”) is made as of October ___, 2015 (the “Effective Date”) by and between David W. Anderson (“Anderson”) and Aperion Biologics, Inc., a Delaware corporation (“Aperion”).
TRANSACTION BONUS FORFEITURE agreementTransaction Bonus Forfeiture Agreement • October 23rd, 2015 • Aperion Biologics, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS TRANSACTION BONUS FORFEITURE AGREEMENT (the “Agreement”) is made as of October ___, 2015 (the “Effective Date”) by and between Alfred G. Holcomb (“Holcomb”) and Aperion Biologics, Inc., a Delaware corporation (“Aperion”).
LICENSE AGREEMENTLicense Agreement • October 23rd, 2015 • Aperion Biologics, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Missouri
THIS AGREEMENT is made and entered into this 8th day of January, 2009 (“EFFECTIVE DATE”), by and between THE CURATORS OF THE UNIVERSITY OF MISSOURI, a public corporation of the State of Missouri having a principal office at The Office of Technology Management and Industry Relations, 340A Bond Life Sciences Center, Columbia, MO 65211, (“UNIVERSITY”) and CrossCart, Inc. having offices at 3727 Buchanan Street, San Francisco, CA 94123 (“LICENSEE”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 23rd, 2015 • Aperion Biologics, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Texas
This Employment Agreement (“Employment Agreement”) is dated as of July [ ], 2008 by and between CrossCart, Inc., a Delaware corporation (including its predecessor company, the “Company”) and Daniel R. Lee (“Executive”).
FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • October 23rd, 2015 • Aperion Biologics, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Illinois
This First Amendment (this “Amendment”), dated as of ______, 2015 (the “Effective Date”), amends that certain Convertible Promissory Notes listed in Schedule I hereto (the “Notes”) by and between Aperion Biologics, Inc., a Delaware corporation (“Company”) and the Lender named in the Notes (“Lender”). All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Notes.
