NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES...Security Agreement • March 12th, 2018 • SELLAS Life Sciences Group, Inc. • Pharmaceutical preparations • New York
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT. TRANSFER OF THIS SECURITY OR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.1
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 12th, 2018 • SELLAS Life Sciences Group, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 7, 2018, between SELLAS Life Sciences Group, 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 LOCK-UP AGREEMENTLock-Up Agreement • March 12th, 2018 • SELLAS Life Sciences Group, Inc. • Pharmaceutical preparations • New York
Re: Securities Purchase Agreement, dated as of March 7, 2018 (the “Purchase Agreement”), between SELLAS Life Sciences Group, Inc., a Delaware corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
SELLAS Life Sciences Group, Inc. Re: 20% Series A Convertible Preferred Stock and Warrants Ladies and Gentlemen:Securities Purchase Agreement • March 12th, 2018 • SELLAS Life Sciences Group, Inc. • Pharmaceutical preparations
Reference is made to the Securities Purchase Agreement, dated as of March 7, 2018, among SELLAS Life Sciences Group, Inc. (the “Company”) and the purchasers signatory thereto (the “Purchase Agreement”). Pursuant to Section 4.11(c) of the Purchase Agreement, the Company is obligated to hold a special meeting of shareholders at the earliest practical date after the date of the Purchase Agreement for the purpose of obtaining approval from the shareholders of the Company with respect to the issuance of the shares of the Company’s common stock, par value $0.0001 per share, (the “Common Stock”) underlying the Securities (as such term is defined in the Stock Purchase Agreement), including any reset, adjustment or anti-dilution provision, in excess of 19.99% of the issued and outstanding Common Stock on the first closing date under the Stock Purchase Agreement.
Cantor Fitzgerald & Co. 110 East 59th Street New York, New York 10022 Tel 212.938.5000 www.cantorfitzgerald.comLetter Agreement • March 12th, 2018 • SELLAS Life Sciences Group, Inc. • Pharmaceutical preparations • New York
Capitalized terms used herein without definition shall have the meanings ascribed thereto in the letter agreement dated March 12, 2018 (as amended from time to time, the “Agreement”) between SELLAS Life Sciences Group, Inc. and Cantor Fitzgerald & Co.
