LianBio [•] American Depositary Shares Representing [•] Ordinary Shares, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • October 20th, 2021 • LianBio • Pharmaceutical preparations
LianBio, an exempted company organized under the Laws of the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] American Depositary Shares, each representing [•] ordinary share[s], par value $0.0001 per share (the “Ordinary Shares”), of the Company and, at the election of the Underwriters, up to [•] additional American Depositary Shares representing [•] Ordinary Shares. The aggregate of [•] American Depositary Shares representing [•] Ordinary Shares to be sold by the Company is herein called the “Firm ADSs”, and the aggregate of [•] American Depositary Shares representing [•] additional Ordinary Shares to be sold by the Company is called the “Optional ADSs”. The Firm ADSs and the Optional ADSs that the Underwriters elect to purchase pursuant to Section 2 hereof are collectively called the “ADSs”. The Ordinary S
LIANBIO WARRANT TO PURCHASE ORDINARY SHARESWarrant Agreement • October 20th, 2021 • LianBio • Pharmaceutical preparations
THIS WARRANT IS TO CERTIFY THAT, Tarsus Pharmaceuticals, Inc., a Delaware corporation (the “Purchaser” and, together with its nominees, successors or assigns, including any subsequent holder of this Warrant to whom it has been legally transferred, the “Holder”) is entitled to purchase from LianBio, an exempted company organized under the laws of the Cayman Islands (the “Company”), 78,373 ordinary shares, par value US$0.000017100448 per share, of the Company (“Ordinary Shares” and, such Ordinary Shares issuable upon exercise of this Warrant, the “Warrant Shares”), subject to adjustment in accordance with the terms hereof, at US$0.000017100448 per share (subject to adjustment in accordance with the terms hereof, the “Exercise Price”).
JOINDER AGREEMENT TO SECOND AMENDED AND RESTATED SHAREHOLDERS AGREEMENTJoinder Agreement • October 20th, 2021 • LianBio • Pharmaceutical preparations • New York
OPTION AGREEMENTOption Agreement • October 20th, 2021 • LianBio • Pharmaceutical preparations
THIS OPTION AGREEMENT (this “Agreement”) is made as of October 18, 2021, (the “Effective Date”) by and among LianBio, an exempted company organized under the laws of the Cayman Islands (the “Company”), LianBio Ophthalmology, an exempted company organized under the laws of the Cayman Islands and a wholly-owned subsidiary of the Company (the “Subsidiary”) and Tarsus Pharmaceuticals, Inc. (the “Holder”).
