THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
To Purchase Shares of Common Stock of
X4 PHARMACEUTICALS, INC.
Dated as of March 18, 2019 (the Effective Date)
WHEREAS, X4 Therapeutics, Inc., formerly known as X4 Pharmaceuticals, Inc., a Delaware corporation (the X4 Therapeutics) previously entered into a Loan and Security Agreement, dated October 19, 2018 (as amended, the Loan Agreement) with Hercules Capital, Inc., a Maryland corporation, in its capacity as administrative and collateral agent, and Hercules Capital, Inc. (the Warrantholder) and the other lender parties thereto;
WHEREAS, X4 Therapeutics is a wholly owned subsidiary of X4 Pharmaceuticals, Inc., a Delaware corporation, formerly known as Arsanis, Inc.;
WHEREAS, the parties desire to enter into this warrant agreement (this Agreement) to pursuant to the terms of the Loan Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Company (as defined below) and the Warrantholder agree as follows:
SECTION 1. GRANT OF THE RIGHT TO PURCHASE COMMON STOCK.
For value received, the Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase, from the Company, an aggregate number of fully paid and non-assessable shares of the Common Stock equal to the quotient derived by dividing (a) the Warrant Coverage (as defined below) by (b) the Exercise Price (defined below). The Exercise Price of such shares is subject to adjustment as provided in Section 8. As used herein, the following terms shall have the following meanings:
Act means the Securities Act of 1933, as amended.
Charter means the Companys Articles of Incorporation, Certificate of Incorporation or other constitutional document, as may be amended from time to time.
Common Stock means the Companys common stock, $0.001 par value per share;
Company means X4 Pharmaceuticals, Inc., formerly known as Arsanis, Inc., a Delaware corporation, and any successor or surviving entity that assumes the obligations of the Company under this Agreement pursuant to Section 8(a).
Exercise Price means $19.80 per share, subject to adjustment pursuant to Section 8;
Merger Event means (i) any sale, lease, exclusive license or other transfer of all or substantially all assets of the Company; (ii)any merger or consolidation involving the Company in which the Company is not the surviving entity, or in which the outstanding shares of the Companys capital stock are otherwise converted into or exchanged for shares of capital stock, other securities or property of another entity; or (iii) any sale by holders of the outstanding voting equity securities of the Company in a single transaction or series of related transactions of shares constituting a majority of the outstanding combined voting power of the Company;