SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (the Agreement), dated as of April , 2019, is entered into by and between MATEON THERAPEUTICS, INC., a Delaware corporation (the Company) and the individuals identified on the signature page hereto (each a Buyer and collectively, the Buyers).
WHEREAS, the Company and the Buyers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded, inter alia, by Rule 506 under Regulation D (Regulation D) as promulgated by the United States Securities and Exchange Commission (the SEC) under the Securities Act of 1933, as amended (the 1933 Act), and/or Section 4(2) of the 1933 Act; and
WHEREAS, the Buyers wish to purchase from the Company, and the Company wishes to sell to the Buyers, upon the terms and subject to the conditions of this Agreement, securities consisting of the Companys Convertible Debentures due three years from the respective dates of issuance (the Debentures), each of which are in the form of Exhibit A hereto, which will be convertible into shares of the Companys common stock, par value $0.01 per share (the Common Stock), in the aggregate principal amount of up to Four Hundred Thousand and 00/100 Dollars ($400,000.00), for an aggregate Purchase Price of up to Three Hundred Sixty Thousand and 00/100 Dollars ($360,000.00), all upon the terms and subject to the conditions of this Agreement, the Debentures, and other related documents;
NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. DEFINITIONS; AGREEMENT TO PURCHASE.
a. Certain Definitions. As used herein, each of the following terms has the meaning set forth below, unless the context otherwise requires:
(i) Affiliate means, with respect to a specific Person referred to in the relevant provision, another Person who or which controls or is controlled by or is under common control with such specified Person.
(ii) Certificates means certificates representing the Conversion Shares issuable hereunder, each duly executed on behalf of the Company and issued hereunder.
(iii) Closing Date means the date on which one of the two (2) Closings are held, which are the Signing Closing Date and the Second Closing Date.
(iv) [Intentionally Omitted].