THIS WARRANT AND THE UNITS ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
WARRANT TO PURCHASE LIMITED LIABILITY COMPANY INTERESTS
Company: Pandion Therapeutics Holdco, LLC, a Delaware limited liability company
Number of Units: As set forth in Paragraph A below
Type/Series of Units: Series A Preferred Shares
Warrant Price: $1.147 per Unit, subject to adjustment
Issue Date: November 8, 2019
Expiration Date: November 7, 2029 See also Section 5.1(b).
Credit Facility: This Warrant to Purchase Limited Liability Company Interests (Warrant) is issued in connection with that certain
Loan and Security Agreement of even date herewith between Silicon Valley Bank and Pandion Therapeutics, Inc. (the Borrower) (as amended and/or modified and in effect from time to time, the Loan Agreement).
THIS WARRANT CERTIFIES THAT, for good and valuable consideration, SILICON VALLEY BANK (together with any successor or permitted assignee or transferee of this Warrant or of any units issued upon exercise hereof, Holder) is entitled to purchase up to the number of fully paid and non-assessable units of limited liability company interest of the Class (as defined below) of the above-named company (the Company) determined pursuant to Paragraph A below, at the above-stated Warrant Price per Unit, all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. Reference is made to Section 5.4 of this Warrant whereby Silicon Valley Bank shall transfer this Warrant to its parent company, SVB Financial Group.
The type and series of limited liability company interests or units for which this Warrant shall be exercisable (as may be adjusted from time to time pursuant to the provisions of this Warrant, the Class) shall be Series A Preferred Shares as defined in, and having the relative rights, powers, preferences and privileges as set forth in, the Companys Operating Agreement dated as of January 1, 2019, as amended and/or restated and in effect from time to time (the Operating Agreement). As used herein, units refers generally to limited liability company interests in the Company, whether such interests be styled as units, percentage interests, shares or otherwise in the Operating Agreement.
A. Number of Units. This Warrant shall be exercisable for the Initial Units, plus the Additional Units, if any (collectively, and as may be adjusted from time to time in accordance with the provisions of this Warrant, the Units).
(1) Initial Units. As used herein, Initial Units means 55,976 units of the Class, subject to adjustment from time to time in accordance with the provisions of this Warrant.