FORM OF WARRANTPeplin Inc • October 27th, 2008 • Pharmaceutical preparations • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN OFFERED AND SOLD IN AN “OFFSHORE TRANSACTION” IN RELIANCE UPON REGULATION S AS PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION. ACCORDINGLY, THE WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE UNITED STATES, OR TO, OR FOR, THE ACCOUNT OF, OR BENEFIT OF, A U.S. PERSON, OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S) OTHER THAN (1) IN ACCORDANCE WITH REGULATION S, (2) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED BY AN OPINION OF HOLDER’S COUNSEL TO THE COMPANY, OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH EXEMPTION IF AVAILABLE.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 27th, 2008 • Peplin Inc • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 23, 2008, is made by and among Peplin, Inc., a Delaware corporation, with headquarters located at 6475 Christie Avenue, Emeryville, California 94608 (the “Company”), and the several investors listed on Schedule I hereto (each an “Investor,” and collectively, the “Investors”).
