LOCK-UP AND VOTING AGREEMENT
This Lock-Up and Voting Agreement (this Lock-Up and Voting Agreement) is being delivered to you in connection with an understanding by and between Palisade Bio, Inc., a Delaware corporation (the Company), and the person or persons named on the signature pages hereto (collectively, the Holder).
Reference is hereby made to the public offering (the Offering) of Class A Units (Class A Units) consisting of common stock, par value $0.01 per share, of the Company (the Common Stock) and warrants (the Warrants) and Class B Units (Class B Units) consisting of Series B Convertible Preferred Stock and Warrants to the public investors in the Offering.
The Company has filed with the U.S. Securities and Exchange Commission a Registration Statement, No. 333-265769 on Form S-1 (as the same may be amended from time to time, the Registration Statement) for the registration, under the Securities Act of 1933, as amended (the Securities Act) of, among other securities, the Warrants and the Common Stock issuable upon exercise of the Warrants (the Warrant Shares, the shares of Common Stock a part of the Class A Units and the shares of Common Stock issuable upon conversion of the Series B Convertible Preferred Stock, the Shares).
The Company is requiring a lock-up and voting agreement in substance the same as this Lock-Up and Voting Agreement from all purchasers of securities having an aggregate gross sales price of $25,000 or more in the Offering.
The Holder agrees solely with the Company that, from the public announcement of the final pricing of the Offering (the Effective Date) and ending at 5:00 pm (New York City time) on __________ (such period, the Restricted Period), neither the Holder, nor any affiliate of the Holder (Affiliate) which (x) had or has knowledge of the transactions contemplated by the Offering, (y) has or shares discretion relating to the Holders investments or trading or information concerning the Holders investments, including in respect of the Shares, or (z) is subject to the Holders review or input concerning such Affiliates investments or trading (together, the Holders Trading Affiliates), collectively, shall sell, dispose or otherwise transfer, directly or indirectly, (including, without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or short positions) on any trading day on the primary trading market of the Company during the Restricted Period, shares of Common Stock, including the Shares, beneficially owned by the Holder during the Restricted Period (Restricted Shares).
Additionally, the Holder agrees to vote all shares of Common Stock it beneficially owns on and after the Effective Date, including the Shares as described in the Companys preliminary proxy statement on Schedule 14A, to be filed by the Company with the U.S. Securities and Exchange Commission following the Effective Date relating to a special meeting of the Companys stockholders. For clarity, the Holders agreement to vote its shares of Common Stock in accordance with the immediately preceding sentence, does not require the Holder to vote its shares for or against any particular proposal or proposals, whether or not such proposal or proposals are recommended by the Companys board of directors.
Notwithstanding anything herein to the contrary, during the Restricted Period, the Holder may, directly or indirectly, sell or transfer all, or any part, of the Restricted Shares to any third party (an Assignee) in a transaction which does not need to be reported on the Nasdaq consolidated tape, without complying with (or otherwise limited by) the restrictions set forth in this Lock-Up and Voting Agreement; provided that, as a condition to any such sale or transfer an authorized signatory of the Company and such Assignee duly execute and deliver a Lock-Up and Voting Agreement in the form of this Lock-Up and Voting Agreement (an Assignee Agreement, and each such transfer, a Permitted Transfer).