ALDER BIOPHARMACEUTICALS, INC. 11,304,348 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • March 1st, 2019 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations • New York
Alder BioPharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC and SVB Leerink LLC are acting as representatives (the “Representatives”), an aggregate of 11,304,348 shares of common stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,695,652 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • March 1st, 2019 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of February 26, 2019 by and between Alder BioPharmaceuticals, Inc., a Delaware corporation (the “Company”), and the buyers listed on the Schedule of Buyers attached hereto as Exhibit A, as may be updated in accordance with Section 9(g) (individually, together with its permitted designees and assigns, the “Buyer” and collectively, the “Buyers”). Capitalized terms used herein and not otherwise defined herein are defined in Section 8 hereof.
