ContractWarrant Agreement • November 12th, 2010 • Acelrx Pharmaceuticals Inc • California
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 8 OF THIS WARRANT.
PAGE ARTICLE ONE - BASIC LEASE PROVISIONS 1 1.01 BASIC LEASE PROVISIONS 1 1.02 ENUMERATION OF EXHIBITS & RIDER(S) 2 1.03 DEFINITIONS 2 ARTICLE TWO - PREMISES, TERM, FAILURE TO GIVE POSSESSION, COMMON AREAS AND PARKING 6 2.01 LEASE OF PREMISES 6 2.02...Lease Agreement • November 12th, 2010 • Acelrx Pharmaceuticals Inc • California
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 12th, 2010 • Acelrx Pharmaceuticals Inc • California
This LOAN AND SECURITY AGREEMENT, dated as of September 16, 2008 (this “Loan Agreement”), is entered by and between ACELRX PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”); and PINNACLE VENTURES, L.L.C. as agent (“Agent”) for the lenders identified on Schedule 1 hereto (such lenders, together with their respective successors and assigns are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and the Lenders. Capitalized terms used and not otherwise defined in this Loan Agreement shall have the respective meanings given to such terms in Article 10.
ACELRX PHARMACEUTICALS, INC. NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • November 12th, 2010 • Acelrx Pharmaceuticals Inc • California
THIS NOTE AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is made as of the 14th day of September, 2010 (the “Effective Date”) by and among ACELRX PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and the persons and entities named on the Schedule of Purchasers attached hereto as EXHIBIT A (individually, a “Purchaser” and collectively, the “Purchasers”).
ACELRX PHARMACEUTICALS, INC. WARRANT TO PURCHASE PREFERRED STOCKWarrant Agreement • November 12th, 2010 • Acelrx Pharmaceuticals Inc • California
THIS CERTIFIES THAT, for value received, ______________, with its principal office at ________________, or its permitted assigns (the “Holder”), is entitled to subscribe for and purchase from ACELRX PHARMACEUTICALS, INC., a Delaware corporation, with its principal office at 575 Chesapeake Drive, Redwood City, CA 94063 (the “Company”) the Exercise Shares at the Exercise Price (each subject to adjustment as provided herein). This Warrant is being issued pursuant to that certain Note and Warrant Purchase Agreement, dated as of September 14, 2010, among Holder and the Company, and the other parties named therein (the “Purchase Agreement”). The aggregate number of Exercise Shares that Holder may purchase by exercising this warrant is equal to twenty-five percent (25%) of the Loan Amount advanced to the Company by the Holder at the applicable Closing (as defined in the Purchase Agreement) on the date hereof, in accordance with the Purchase Agreement, divided by the Exercise Price (subject to
ACELRX PHARMACEUTICALS, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT November 23, 2009Investors’ Rights Agreement • November 12th, 2010 • Acelrx Pharmaceuticals Inc • California
This Second Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of the 23rd day of November, 2009, by and among AcelRx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the investors listed on Exhibit A hereto (each, an “Investor”), the holders of Series B Preferred Stock of the Company listed on Exhibit B hereto (the “Series B Holders”) and the holders of Series A Preferred Stock of the Company listed on Exhibit C hereto (the “Series A Holders”, and collectively with the Series B Holders and the Investors, the “Parties”).
ContractWarrant Agreement • November 12th, 2010 • Acelrx Pharmaceuticals Inc • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
