FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 7th, 2017 • Biostage, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February ___, 2017, between Biostage, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
FORM OF COMMON STOCK PURCHASE WARRANT BIOSTAGE, INC.Common Stock Purchase Warrant • February 7th, 2017 • Biostage, Inc. • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “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 the date hereof and on or prior to the close of business on the five year anniversary of the date hereof(the “Termination Date”) but not thereafter, to subscribe for and purchase from Biostage, 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).
STRICTLY CONFIDENTIAL Biostage, Inc. Suite 11 Holliston, MA 01746 Attn: James McGorry, President and Chief Executive Officer Dear Mr. McGorry:Engagement Agreement • February 7th, 2017 • Biostage, Inc. • Surgical & medical instruments & apparatus
Reference is made to the engagement agreement (the “Engagement Agreement”), dated January 3, 2017, by and between Biostage, Inc. (the “Company”) and Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC (“Rodman”), pursuant to which Rodman shall serve as the exclusive agent, advisor or underwriter of the Company in connection with an Offering (as defined in the Engagement Agreement) filed on Form S-1 on a best-efforts basis.
January 3, 2017Exclusive Agency Agreement • February 7th, 2017 • Biostage, Inc. • Surgical & medical instruments & apparatus • New York
