Exhibit 10.1
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this “Agreement”) is dated as of May 6, 2024, between Eledon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:
DEFINITIONS
“Acquiring Person” shall have the meaning ascribed to such term in Section 4.5.
“Action” shall have the meaning ascribed to such term in Section 3.1(j).
“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.
“Beneficial Ownership Limitation” means 4.99% (or, at the election of the Purchaser at the Closing, such other beneficial ownership limitation as set forth on the signature page hereto and including such Purchaser’s Affiliates, and any Person acting as a group together with such Purchaser or any of such Purchaser’s Affiliates) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of the Securities on the Closing Date. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company.
“Board of Directors” means the board of directors of the Company.
“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or
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required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.
“Closing” means the closing of the purchase and sale of the Securities pursuant to Section 2.2(b).
“Closing Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s obligations to deliver the Securities, in each case, have been satisfied or waived.
“Commission” means the United States Securities and Exchange Commission.
“Common Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.
“Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
“Company Counsel” means O’Melveny & Myers LLP, with offices located at 610 Newport Center Drive, 17th Floor, Newport Beach, CA 92660.
“Disclosure Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.
“Disclosure Time” means, (a) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (b) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent.
“Effective Date” means the earliest of the date that (a) the initial Registration Statement filed pursuant to this Agreement has been declared effective by the Commission, (b) all of the Shares and Warrant Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions, or (c) all of the Shares and Warrant Shares may be sold
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pursuant to an exemption from registration under Section 4(a)(1) of the Securities Act without volume or manner-of-sale restrictions and Company Counsel has delivered to such holders a standing written unqualified opinion that resales may then be made by such holders of the Shares and Warrant Shares pursuant to such exemption which opinion shall be in form and substance reasonably acceptable to such holders.
“Evaluation Date” shall have the meaning ascribed to such term in Section 3.1(s).
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations or as otherwise required by the terms of such securities in effect as of the date of this Agreement) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period in Section 4.12(a) herein, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.
“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended.
“FDA” shall have the meaning ascribed to such term in Section 3.1(jj).
“FDCA” shall have the meaning ascribed to such term in Section 3.1(jj).
“GAAP” shall have the meaning ascribed to such term in Section 3.1(h).
“Indebtedness” shall have the meaning ascribed to such term in Section 3.1(bb).
“Intellectual Property Rights” shall have the meaning ascribed to such term in Section 3.1(p).
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“Legend Removal Date” shall have the meaning ascribed to such term in Section 4.1(d).
“Liens” means a material lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Lock-Up Agreement” means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and its directors and executive officers, in the form of Exhibit A attached hereto.
“Material Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).
“Material Permits” shall have the meaning ascribed to such term in Section 3.1(n).
“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Pharmaceutical Product” shall have the meaning ascribed to such term in Section 3.1(jj).
“Placement Agent” means Leerink Partners LLC and Noble Capital Markets, Inc.
“Pre-Funded Warrants” means, collectively, the pre-funded Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Pre-Funded Warrants shall be exercisable immediately and shall expire when exercised in full, in the form of Exhibit B attached hereto.
“Press Release” shall have the meaning ascribed to such term in Section 4.4.
“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.
“Purchaser Party” shall have the meaning ascribed to such term in Section 4.8.
“Registration Rights Agreement” means the Registration Rights Agreement, dated on or about the date hereof, among the Company and the Purchasers, in the form of Exhibit C attached hereto.
“Registration Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale by the Purchasers of the Shares and the Warrant Shares.
“Required Approvals” shall have the meaning ascribed to such term in Section 3.1(e).
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“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.
“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.
“SEC Reports” shall have the meaning ascribed to such term in Section 3.1(h).
“Securities” means the Shares, the Pre-Funded Warrants and the Warrant Shares.
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Shares” means the shares of Common Stock issuable to each Purchaser at the Closing pursuant to Section 2.1(a) of this Agreement, but excluding the Warrant Shares.
“Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include locating and/or borrowing shares of Common Stock).
“Subscription Amount” means, as to each Purchaser, the aggregate amount to be paid for the Securities purchased hereunder as specified opposite such Purchaser’s name on Schedule 1 attached hereto under the heading “Aggregate Purchase Price at Closing,” in United States dollars and in immediately available funds.
“Subsidiary” means any subsidiary of the Company as set forth in the SEC Reports and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.
“Trading Day” means a day on which the principal Trading Market is open for trading.
“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing).
“Transaction Documents” means this Agreement, the Pre-Funded Warrants, the Registration Rights Agreement, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.
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“Transfer Agent” means Continental Stock Transfer & Trust Company, the current transfer agent of the Company, with a mailing address of 1 State Street, 30th Floor, New York, New York, 10004, and any successor transfer agent of the Company.
“Variable Rate Transaction” shall have the meaning ascribed to such term in Section 4.12(b).
“Warrant Shares” means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.
PURCHASE AND SALE
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REPRESENTATIONS AND WARRANTIES
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The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.
OTHER AGREEMENTS OF THE PARTIES
[NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE] [HAS BEEN] [HAS NOT BEEN] REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
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COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.
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MISCELLANEOUS
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(Signature Pages Follow)
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IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
ELEDON PHARMACEUTICALS, INC. Address for Notice: 19900 MacArthur Boulevard
Suite 550
Irvine, CA 92612
By: /s/ David-Alexandre C. Gros, M.D. Email: finance@eledon.com; legal@eledon.com
Name: David-Alexandre C. Gros, M.D.
Title: Chief Executive Officer
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SIGNATURE PAGE FOR PURCHASER FOLLOWS]
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[PURCHASER SIGNATURE PAGES TO ELDN SECURITIES PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: Biotechnology Value Fund, L.P.
Signature of Authorized Signatory of Purchaser: /s/ Mark Lampart
Name of Authorized Signatory: Mark Lampert
Title of Authorized Signatory: Chief Executive Officer BVF I GP LLC, itself General Partner of Biotechnology Value Fund, L.P.
Email Address of Authorized Signatory:
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Beneficial Ownership Blocker ☐ 4.99% or 9.99% or ☐ 19.99%
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[PURCHASER SIGNATURE PAGES TO ELDN SECURITIES PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: Biotechnology Value Fund II, L.P.
Signature of Authorized Signatory of Purchaser: /s/ Mark Lampart
Name of Authorized Signatory: Mark Lampert
Title of Authorized Signatory: Chief Executive Officer BVF II GP LLC, itself General Partner of Biotechnology Value Fund II, L.P.
Email Address of Authorized Signatory:
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Beneficial Ownership Blocker ☐ 4.99% or 9.99% or ☐ 19.99%
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[PURCHASER SIGNATURE PAGES TO ELDN SECURITIES PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: Biotechnology Value Trading Fund OS LP
Signature of Authorized Signatory of Purchaser: /s/ Mark Lampart
Name of Authorized Signatory: Mark Lampert
Title of Authorized Signatory: President BVF Inc., General Partner BVF Partners L.P., itself sole member BVF Partners OS Ltd., itself GP Biotechnology Value Trading Fund OS
Email Address of Authorized Signatory:
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Beneficial Ownership Blocker ☐ 4.99% or 9.99% or ☐ 19.99%
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[PURCHASER SIGNATURE PAGES TO ELDN SECURITIES PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: MSI BVF SPV, LLC
Signature of Authorized Signatory of Purchaser: /s/ Mark Lampart
Name of Authorized Signatory: Mark Lampert
Title of Authorized Signatory: President BVF Inc., General Partner BVF Partners L.P., itself attorney-in-fact for MSI BVF SPV, LLC
Email Address of Authorized Signatory:
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Beneficial Ownership Blocker ☐ 4.99% or 9.99% or ☐ 19.99%
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[PURCHASER SIGNATURE PAGES TO ELDN SECURITIES PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: ZP Master MidCap Fund, Ltd.
Signature of Authorized Signatory of Purchaser: /s/ Mitchell Pressman
Name of Authorized Signatory: Mitchell Pressman
Title of Authorized Signatory: Authorized Signatory of Zimmer Partners, LP, as Investment Manager
Email Address of Authorized Signatory:
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Beneficial Ownership Blocker ☐ 4.99% or 9.99% or ☐ 19.99%
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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: Schonfeld Global Master Fund L.P. by Schonfeld Strategic Advisors LLC, its investment advisor
Signature of Authorized Signatory of Purchaser: /s/ Andrew Fishman
Name of Authorized Signatory: Andrew Fishman
Title of Authorized Signatory: Authorized Signatory
Email Address of Authorized Signatory:
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Beneficial Ownership Blocker 4.99% or ☐ 9.99% or ☐ 19.99%
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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: Sphera Biotech Master Fund LP
Signature of Authorized Signatory of Purchaser: /s/ Doron Breen
Name of Authorized Signatory: Doron Breen
Title of Authorized Signatory: Portfolio Manager
Email Address of Authorized Signatory:
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Beneficial Ownership Blocker 4.99% or ☐ 9.99% or ☐ 19.99%
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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: Alyeska Master Fund, L.P.
Signature of Authorized Signatory of Purchaser: /s/ Jason Bragg
Name of Authorized Signatory: Jason Bragg
Title of Authorized Signatory: CFO Alyeska Investment Group, LP
Email Address of Authorized Signatory:
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Beneficial Ownership Blocker ☐ 4.99% or 9.99% or ☐ 19.99%
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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: JDRF T1D Fund LLC
Signature of Authorized Signatory of Purchaser: /s/ Steven St. Peter
Name of Authorized Signatory: Steven St. Peter
Title of Authorized Signatory: Managing Director
Email Address of Authorized Signatory:
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99% or ☐ 19.99%
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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: Nantahala Capital Partners Limited Partnership by Nantahala Capital Management, LLC, its General Partner
Signature of Authorized Signatory of Purchaser: /s/ Wilmot Harkey
Name of Authorized Signatory: Wilmot Harkey
Title of Authorized Signatory: Manager
Email Address of Authorized Signatory:
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Beneficial Ownership Blocker ☐ 4.99% or 9.99% or ☐ 19.99%
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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: NCP RFM LP by Nantahala Capital Management, LLC, its Investment Manager
Signature of Authorized Signatory of Purchaser: /s/ Wilmot Harkey
Name of Authorized Signatory: Wilmot Harkey
Title of Authorized Signatory: Manager
Email Address of Authorized Signatory:
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Beneficial Ownership Blocker ☐ 4.99% or 9.99% or ☐ 19.99%
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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: Blackwell Partners LLC – Series A, solely with respect to the portion of its assets for which Nantahala Capital Management, LLC acts as its Investment Manager, by Nantahala Capital Management, LLC, its investment manager
Signature of Authorized Signatory of Purchaser: /s/ Wilmot Harkey
Name of Authorized Signatory: Wilmot Harkey
Title of Authorized Signatory: Manager
Email Address of Authorized Signatory:
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Beneficial Ownership Blocker ☐ 4.99% or 9.99% or ☐ 19.99%
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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: The Matthew D. Perry and Stacy E. Perry Revocable Trust Dated 10/1/2009
Signature of Authorized Signatory of Purchaser: /s/ Matthew D. Perry
Name of Authorized Signatory: Matthew D. Perry
Title of Authorized Signatory: Trustee
Email Address of Authorized Signatory:
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Beneficial Ownership Blocker 4.99% or ☐ 9.99% or ☐ 19.99%
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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: Lars Bader
Signature of Authorized Signatory of Purchaser: /s/ Lars Bader
Name of Authorized Signatory: Lars Bader
Title of Authorized Signatory: Lars Bader
Email Address of Authorized Signatory:
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Beneficial Ownership Blocker 4.99% or ☐ 9.99% or ☐ 19.99%
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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: Deschutes I, LP
Signature of Authorized Signatory of Purchaser: /s/ Robert J. Levitt
Name of Authorized Signatory: Robert J. Levitt
Title of Authorized Signatory: Manager
Email Address of Authorized Signatory:
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99% or ☐ 19.99%
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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: The Rohlinger Family Living Trust 2/14/08
Signature of Authorized Signatory of Purchaser: /s/ George J. Rohlinger
Name of Authorized Signatory: George J. Rohlinger
Title of Authorized Signatory: Trustee
Email Address of Authorized Signatory:
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99% or ☐ 19.99%
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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: LTD-III LLC
Signature of Authorized Signatory of Purchaser: /s/ Nathan Snyder
Name of Authorized Signatory: Nathan Snyder
Title of Authorized Signatory: Managing Member
Email Address of Authorized Signatory:
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99% or ☐ 19.99%
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IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: Richard Friedmann 2008 Revocable Trust
Signature of Authorized Signatory of Purchaser: /s/ Richard Friedman
Name of Authorized Signatory: Richard Friedman
Title of Authorized Signatory: Trustee
Email Address of Authorized Signatory:
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99% or ☐ 19.99%
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[PURCHASER SIGNATURE PAGES TO ELDN SECURITIES PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: BGN Investing I
Signature of Authorized Signatory of Purchaser: /s/ Charles-Edouard Gros
Name of Authorized Signatory: Charles-Edouard Gros
Title of Authorized Signatory: Authorized Representative
Email Address of Authorized Signatory:
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Beneficial Ownership Blocker 4.99% or ☐ 9.99% or ☐ 19.99%
4880-3171-8324
[PURCHASER SIGNATURE PAGES TO ELDN SECURITIES PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: BBN Investing 1
Signature of Authorized Signatory of Purchaser: /s/ Shlomo Boehm
Name of Authorized Signatory: Shlomo Boehm
Title of Authorized Signatory: Authorized Representative
Email Address of Authorized Signatory:
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Beneficial Ownership Blocker 4.99% or ☐ 9.99% or ☐ 19.99%
4880-3171-8324
[PURCHASER SIGNATURE PAGES TO ELDN SECURITIES PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: Marc Wolff
Signature of Authorized Signatory of Purchaser: /s/ Marc Wolff
Name of Authorized Signatory:
Title of Authorized Signatory:
Email Address of Authorized Signatory:
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Beneficial Ownership Blocker 4.99% or ☐ 9.99% or ☐ 19.99%
4880-3171-8324
[PURCHASER SIGNATURE PAGES TO ELDN SECURITIES PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: Erick Richardson
Signature of Authorized Signatory of Purchaser: /s/ Erick Richardson
Name of Authorized Signatory:
Title of Authorized Signatory:
Email Address of Authorized Signatory:
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99% or ☐ 19.99%
4880-3171-8324
[PURCHASER SIGNATURE PAGES TO ELDN SECURITIES PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: Newpath Partnership III, LP
Signature of Authorized Signatory of Purchaser: /s/ Thomas Cahill
Name of Authorized Signatory: Tohmas Cahill
Title of Authorized Signatory: Managing Partner
Email Address of Authorized Signatory:
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99% or ☐ 19.99%
4880-3171-8324
[PURCHASER SIGNATURE PAGES TO ELDN SECURITIES PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: HC Diversified Strategies LP
Signature of Authorized Signatory of Purchaser: /s/ Marc Wolff
Name of Authorized Signatory: Marc Wolff
Title of Authorized Signatory: CEO of Hive and Colony Management LLC, its general partner
Email Address of Authorized Signatory:
Address for Notice to Purchaser:
Address for Delivery of Securities to Purchaser (if not same as address for notice):
Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99% or ☐ 19.99%
4880-3171-8324
Omitted Exhibits and Schedules:
Exhibit A: Form of Lock-Up Agreement
Exhibit B: Form of Pre-Funded Warrant
Exhibit C: Form of Registrations Rights Agreement
Schedule 1: Purchaser Allocations
Schedule 3.1(a): Subsidiaries
Schedule 3.1(g): Capitalization
Schedule 3.1(i): Material Changes; Undisclosed Events, Liabilities or Developments
Schedule 3.1(t): Certain Fees
Schedule 3.1(z): Disclosure
Schedule 4.12: Disclosure
4880-3171-8324