10,000,000 Shares1 Pre-Funded Warrants to Purchase Up to 2,142,857 Shares of Common Stock CymaBay Therapeutics, Inc. Common Stock PURCHASE AGREEMENTPurchase Agreement • January 25th, 2023 • CymaBay Therapeutics, Inc. • Pharmaceutical preparations • New York
CymaBay Therapeutics, Inc., a Delaware corporation (the “Company”) proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 10,000,000 shares (the “Firm Shares”) of Common Stock, $0.0001 par value per share (the “Common Stock”), of the Company and pre-funded warrants (the “Warrants”) to purchase up to an aggregate of 2,142,857 shares of Common Stock in the form attached here to as Exhibit A. The Firm Shares consist of 10,000,000 authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company has also granted to the several Underwriters an option to purchase up to 1,821,428 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement (this “Agreement”) are herein collectively referred to as the “Shares.” The Shares and the Warrants are herein referred to as the
