REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 19th, 2012 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of [insert], 201__ (the “Effective Date”) between Organovo Holdings, Inc., a Delaware corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”).
ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • March 19th, 2012 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • New York
This ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated this 19th day of September, 2011, by and among ORGANOVO, INC., a Delaware corporation (the “Company”), having an address at 5871 Oberlin Drive, Suite 150, San Diego, CA 92121, SPENCER TRASK VENTURES, INC., a Delaware corporation, registered broker-dealer and a member of the Financial Industry Regulatory Authority, Inc. (“Spencer Trask” or the “Selling Agent”), having an address at 750 Third Avenue, 11th Floor, New York, New York 10017 and SIGNATURE BANK (the “Escrow Agent”), a New York State chartered bank, having an office at 261 Madison Avenue, New York, New York 10016. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Confidential Information Memorandum, dated September 19, 2011, as amended or supplemented from time-to-time, including all attachments, schedules and exhibits thereto (the “Memorandum”).
JOINDER AGREEMENTJoinder Agreement • March 19th, 2012 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • New York
This JOINDER AGREEMENT (the “Joinder” or the “Agreement”), dated as of January 23, 2012, by and among Spencer Trask Ventures, Inc., a Delaware corporation, and a registered broker-dealer and member of the Financial Industry Regulatory Authority (“STV”), Organovo, Inc., a Delaware corporation (“Organovo”), Organovo Holdings, Inc., a Nevada corporation (“Pubco”) and Signature Bank (the “Escrow Agent”), a New York State chartered bank. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Escrow Deposit Agreement (as defined below).
As of January 25, 2012Placement Agency Agreement • March 19th, 2012 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances)
JOINDER AGREEMENTJoinder Agreement • March 19th, 2012 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • New York
This JOINDER AGREEMENT (the “Joinder” or the “Agreement”), dated as of January 23, 2012, by and among Spencer Trask Ventures, Inc., a Delaware corporation, and a registered broker-dealer and member of the Financial Industry Regulatory Authority (“STV”), Organovo, Inc., a Delaware corporation (“Organovo”), and Organovo Holdings, Inc., a Nevada corporation (“Pubco”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Placement Agency Agreement (as defined below).
Organovo, Inc.Organovo Holdings, Inc. • March 19th, 2012 • Biological products, (no disgnostic substances) • New York
The undersigned, Organovo, Inc., a Delaware corporation (the “Company”), desires to offer for sale (the “Offering”) to certain “accredited investors” through Spencer Trask Ventures, Inc. (“STVI” or the “Selling Agent”) up to twenty (20) units (“Units”) at a price of $50,000 per Unit, with each Unit consisting of (a) 6% convertible promissory notes in the principal amount of $50,000 (the “Notes”) and (b) warrants (the “Warrants”), to initially purchase 50,000 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), with an exercise price equal to $1.00. In the event the Offering is oversubscribed, the Company and the Selling Agent may, in their mutual discretion, sell up to ten (10) additional Units for an aggregate purchase price of $500,000 (the “Over-allotment”).
Date: As of January 25, 2012Organovo Holdings, Inc. • March 19th, 2012 • Biological products, (no disgnostic substances)
SUBSCRIPTION AGREEMENTSubscription Agreement • March 19th, 2012 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • New York
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • March 19th, 2012 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • New York
This Placement Agency Agreement ("Agreement") sets forth the terms upon which Spencer Trask Ventures, Inc., a Delaware corporation, and a registered broker-dealer and member of the Financial Industry Regulatory Authority ("FINRA") (the “Placement Agent”), shall be engaged by Organovo, Inc., a Delaware corporation (“Organovo”) and a to-be-named public entity reasonably acceptable to Organovo and the Placement Agent (“Pubco”), to act as exclusive Placement Agent in connection with the private placement (the “Offering”) of units (“Units”) of securities of Pubco, each Unit consisting of (i) one share of common stock, par value $0.001 per share (the “Common Stock”), of Pubco (the “Shares”) and (ii) one warrant (the “Warrants”), with each Warrant entitling the holder to purchase one share of Common Stock for a five-year period at an exercise price of $1.00 per share. The Offering will consist of a minimum of 5,000,000 Units ($5,000,000) (the “Minimum Amount”) and a maximum of 8,000,000 Units
ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • March 19th, 2012 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • New York
This ESCROW DEPOSIT AGREEMENT dated this 1st day of December, 2011 (this “Agreement”), by and between ORGANOVO, INC., a Delaware corporation (the “Company”), having an address 5871 Oberlin Drive, Suite 150, San Diego, CA 92121, SPENCER TRASK VENTURES, INC., a Delaware corporation, registered broker-dealer and a member of the Financial Industry Regulatory Authority, Inc. (“Spencer Trask” or the “Placement Agent”), having an address at 750 Third Avenue, 11th Floor, New York, New York 10017 and SIGNATURE BANK (the “Escrow Agent”), a New York State chartered bank, having an office at 261 Madison Avenue, New York, New York 10016. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Confidential Private Placement Memorandum dated December 1, 2011, as amended or supplemented from time to time, including all attachments, schedules and exhibits thereto (the “Memorandum”).
