SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 2nd, 2022 • Tempest Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 26, 2022, by and among Tempest Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Schedule 1 hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). In the event that there is only a single Purchaser, then all references herein to Purchasers shall be deemed to refer to such Purchaser.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 2nd, 2022 • Tempest Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 26, 2022, by and among Tempest Therapeutics, Inc., a Delaware corporation (the “Company”), and the purchasers set forth on Schedule 1 hereto (each, a “Purchaser”, and collectively, the “Purchasers”), and shall become effective as of the Closing (as defined in the Purchase Agreement, defined below). Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement.
PRE-FUNDED COMMON STOCK PURCHASE WARRANT TEMPEST THERAPEUTICS, INC.Pre-Funded Common Stock Purchase Warrant • May 2nd, 2022 • Tempest Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, the registered holder hereof or its permitted assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions set forth herein, at any time on or after the Issue Date, to subscribe for and purchase from Tempest Therapeutics, Inc., a Delaware corporation (the “Company”), up to [•] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal $0.001 (the “Exercise Price”). This Warrant is one of the Pre-Funded Common Stock Purchase Warrants issued in connection with the transactions contemplated by that certain Securities Purchase Agreement, dated as of April 26, 2022, by and between the Company and the Purchasers named therein.
