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Exhibit 10.3
CB Pharma Acquisition Corp.
3 Columbus Circle, 15th Floor
New York, New York 10019
Attention: Lindsay A. Rosenwald
EJF Opportunities, LLC
Stephen B. Pudles
Jose M. Aldeanueva
Jeffrey J. Gutovich Profit Sharing Plan
Barry Rodgers
Dear Sirs:
Pursuant to that certain Registration Rights Agreement (the “RRA”), dated as of December 12, 2014, by and among CB Pharma Acquisition Corp., a Cayman Islands company (the “Company”), and the respective undersigned parties (each, individually, a “Shareholder”, and collectively, the “Shareholders”), the Company has granted the Shareholders certain registration rights (the “Registration Rights”) with respect to the ordinary shares of the Company (the “Insider Shares”) purchased by the Shareholders from the Company prior to the Company’s initial public offering.
The Shareholders have executed an agreement (the “Transfer Agreement”) of even date herewith pursuant to which the Shareholders have transferred the Insider Shares, for aggregate consideration of $1.00, to EJF Opportunities, LLC, Stephen B. Pudles, Jose M. Aldeanueva, Jeffrey J. Gutovich Profit Sharing Plan and Barry Rodgers (the “Investors”), in the amounts identified in Schedule A. In connection with the transfer of the Insider Shares, the Shareholders desire to assign their Registration Rights with respect to the Insider Shares to the Investors in accordance with Section 6.2 of the RRA, and the Company has agreed to consent to such assignment. Accordingly, the Shareholders’ Registration Rights with respect to such securities shall be assigned to the Investors as of the date hereof. The Shareholders shall maintain their Registration Rights with respect to any other securities of the Company not transferred to the Investors pursuant to the Transfer Agreement.
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Very truly yours, | ||
SHAREHOLDERS: | ||
/s/ Lindsay A. Rosenwald | ||
Fortress Biotech, Inc. | ||
/s/ Adam J. Chill | ||
Adam J. Chill | ||
/s/ Arthur A. Kornlbuth | ||
Arthur A. Kornlbuth | ||
/s/ Neil Herskowitz | ||
Neil Herskowitz |
The undersigned acknowledges and consents to the foregoing terms.
COMPANY:
CB PHARMA ACQUISITION CORP.
By: | /s/ Lindsay A. Rosenwald | |
Name: Lindsay A. Rosenwald | ||
Title: Chief Executive Officer |
[Signature Page - Registration Rights Assignment Letter]
Schedule A
Name of Shareholder | Escrow Shares being Transferred | Transferee | ||
Fortress Biotech, Inc. | 520,000 | EJF Opportunities, LLC | ||
Fortress Biotech, Inc. | 260,000 | Stephen B. Pudles | ||
Fortress Biotech, Inc. | 130,000 | Jose M. Aldeanueva | ||
Fortress Biotech, Inc. | 110,000 | Jeffrey J. Gutovich Profit Sharing Plan | ||
Adam J. Chill | 10,000 | Jeffrey J. Gutovich Profit Sharing Plan | ||
Arthur A. Kornbluth | 10,000 | Jeffrey J. Gutovich Profit Sharing Plan | ||
Neil Herskowitz | 10,000 | Barry Rodgers |