REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 27th, 2020 • Evofem Biosciences, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made as of [●], 2020, by and between Evofem Biosciences, Inc., a Delaware corporation (the “Company”), and the persons listed on the attached Schedule A who are signatories to this Agreement (collectively, the “Investors”). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.
COMMON STOCK WARRANTCommon Stock Warrant • April 27th, 2020 • Evofem Biosciences, Inc. • Pharmaceutical preparations
This Warrant is one of a series of similar warrants issued pursuant to that certain Securities Purchase and Security Agreement (the “Purchase Agreement”), dated April 23, 2020, by and among the Company, the Guarantors signatory thereto, the Purchasers signatory thereto and the Designated Agent. This Warrant is issued in conjunction with the issuance of a Note pursuant to the Purchase Agreement in the initial principal sum of $[•] (the “Loan Amount”). The aggregate number of Warrant Shares issuable hereunder (the “Aggregate Shares”) shall equal one-half of the Loan Amount, divided by the Exercise Price (as defined below). The terms of the Purchase Agreement are incorporated herein by reference and capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.
FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • April 27th, 2020 • Evofem Biosciences, Inc. • Pharmaceutical preparations • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of April 23, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified or replaced from time to time, this “IP Security Agreement”), is made by Evofem Biosciences, Inc., a Delaware corporation, and Evofem, Inc., a Delaware corporation (together, “Grantor”), in favor of Baker Bros. Advisors LP, a Delaware limited partnership, as collateral agent for the Purchasers (as defined in the Purchase Agreement referred to below) (in such capacity, together with its successors and permitted assigns, “Designated Agent”).
SECURITIES PURCHASE AND SECURITY AGREEMENTSecurities Purchase and Security Agreement • April 27th, 2020 • Evofem Biosciences, Inc. • Pharmaceutical preparations • New York
This Securities Purchase and Security Agreement (the “Agreement”) is entered into as of April 23, 2020 (the “Effective Date”) by and among Evofem Biosciences, Inc., a Delaware corporation (the “Company”), the Guarantors from time to time party hereto, the purchasers from time to time party hereto (each, a “Purchaser”, and collectively, the “Purchasers”), and Baker Bros. Advisors LP, as agent and collateral agent for the Purchasers (in such capacity, the “Designated Agent”).
