THIS WARRANT AND THE ORDINARY SHARES ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANTOrdinary Share Purchase Warrant • November 4th, 2020 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • Massachusetts
STEALTH BIOTHERAPEUTICS CORP, an exempted company incorporated in the Cayman Islands with company number 165223 (the “Company”), for value received, hereby certifies that MORNINGSIDE VENTURE (I) INVESTMENTS LIMITED, a company organized and existing under the laws of the British Virgin Islands, or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (Boston time) on October 30, 2023. Ordinary Shares, each with a nominal or par value of US$0.0003, of the Company (“Ordinary Shares”), at a purchase price of $0.13 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively.
DEVELOPMENT FUNDING AGREEMENTDevelopment Funding Agreement • November 4th, 2020 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • Delaware
This Development Funding Agreement (“Agreement”), made effective as of October 30, 2020 (the “Agreement Effective Date”), is by and between Stealth Bio Therapeutics Corp, a Cayman Islands exempted company with registered number 165223, (“Stealth”), Morningside Venture (I) Investments Limited (“Morningside”) and the investors listed on Schedule 1 attached to this Agreement (together with Morningside, the “Investors”). The parties hereto may each be referred to herein individually as a “Party” and collectively, the “Parties”.
