SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 12th, 2020 • Histogen Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 11, 2020, between Histogen 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”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT HISTOGEN INC.Placement Agent Common Stock Purchase Warrant • November 12th, 2020 • Histogen Inc. • Pharmaceutical preparations
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November 11, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Histogen Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain engagement letter, dated as of November 10, 2020, by and between the Company and H.C. Wainwright & Co., LLC.
STRICTLY CONFIDENTIAL Histogen Inc. 10655 Sorrento Valley Road, Suite 200 San Diego, CA 92121 Attn: Richard W. Pascoe, Chief Executive Officer Dear Mr. Pascoe:Exclusive Agency Agreement • November 12th, 2020 • Histogen Inc. • Pharmaceutical preparations • New York
This letter agreement (this “Agreement”) constitutes the agreement between Histogen Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), that Wainwright shall serve as the exclusive agent, advisor or underwriter in any offering (each, an “Offering”) of securities of the Company (the “Securities”) during the Term (as hereinafter defined) of this Agreement. The terms of each Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Wainwright and nothing herein implies that Wainwright would have the power or authority to bind the Company and nothing herein implies that the Company shall have an obligation to issue any Securities. It is understood that Wainwright’s assistance in an Offering will be subject to the satisfactory completion of such investigation and inquiry into the affairs of the Company as Wainwright deems appropriate under the circumstances and to the receipt of all internal approvals of Wainwright in connect
COMMON STOCK PURCHASE WARRANT HISTOGEN INC.Common Stock Purchase Warrant • November 12th, 2020 • Histogen Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [5.5 years following the issue date] (the “Termination Date”) but not thereafter, to subscribe for and purchase from Histogen Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
