Apellis Pharmaceuticals, Inc. Shares Common Stock ($0.0001 par value per share) Underwriting AgreementUnderwriting Agreement • October 20th, 2017 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Apellis Pharmaceuticals, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, shares of common stock, $0.0001 par value per share (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 20th, 2017 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 20, 2017 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and APELLIS PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT AND TO CERTAIN FURTHER RESTRICTIONS SET FORTH IN A RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT BY...Common Stock Purchase Warrant • October 20th, 2017 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Apellis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that Golda Darty Partners, S.A., or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, 200,000 shares of Common Stock, $0.0001 par value per share, of the Company (“Common Stock”), at a purchase price of $2.571 per share, at any time or from time to time on or after the date of issuance and on or before the earliest of: (i) 5:00 p.m. (Boston time) on October 19, 2018; (ii) the closing date of a “Deemed Liquidation Event” as defined in the Company’s Certificate of Incorporation, as amended and restated (the “Charter”); and (iii) the closing date of a “Qualified Public Offering” as defined in the Charter. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter ref
ContractWarrant Agreement • October 20th, 2017 • Apellis Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
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 AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
