Facsimile Signatures Contract Clauses (153)

Facsimile Signatures. This Warrant may be executed by facsimile signature. [remainder of page intentionally left blank] EXECUTED as of the Date of Issuance indicated above. LYRA THERAPEUTICS, INC. By: Name: Maria Palasis, Ph.D. Title: Chief Executive Officer EXHIBIT I PURCHASE FORM To:_________________ Dated:____________ The undersigned, pursuant to the provisions set forth in the attached Warrant (No. ___), hereby elects to purchase (check applicable box): ☐ ____ shares of the Common Stock of Lyra Therapeutics, Inc.... covered by such Warrant; or ☐ the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in subsection 1(b). The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant. Such payment takes the form of (check applicable box or boxes): ☐ $______ in lawful money of the United States; and/or ☐ the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 1(b), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 1(b). Signature: Address: EXHIBIT II ASSIGNMENT FORM FOR VALUE RECEIVED, ________________________________________ hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant (No. ____) with respect to the number of shares of Common Stock of Lyra Therapeutics, Inc. covered thereby set forth below, unto: Name of Assignee Address and Electronic Mail Address No. of Shares Dated:_____________________ Signature:___________________________________________ Signature Guaranteed: By: _______________________ EX-4.2 3 d323142dex42.htm EX-4.2 EX-4.2 Exhibit 4.2 LYRA THERAPEUTICS, INC. Schedule of Holders of Warrants to Purchase Common Stock Holder WarrantNo. Number ofShares Venrock Healthcare Capital Partners EG, L.P. PFCS-1 1,956,500 Venrock Healthcare Capital Partners III, L.P. PFCS-2 1,739,000 VHCP Co-Investment Holdings III, LLC PFCS-3 174,000 Venrock Healthcare Capital Partners II, L.P. PFCS-4 804,500 VHCP Co-Investment Holdings II, LLC PFCS-5 326,000 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT Warrant No. PFCS-[•] Number of Shares: [•] (subject to adjustment) Date of Issuance: April 12, 2022 Original Issue Date (as defined in subsection 2(a)): April 12, 2022 Lyra Therapeutics, Inc. Common Stock Purchase Warrant (Void after 5:00 p.m. (New York City time) on April 12, 2027) Lyra Therapeutics, Inc., a Delaware corporation (the "Company"), for value received, hereby certifies that [•], or its registered assigns (the "Registered Holder"), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (New York City time) on April 12, 2027, shares of Common Stock, $0.001 par value per share, of the Company ("Common Stock"), at a purchase price of $0.001 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the "Warrant Shares" and the "Purchase Price," respectively. This Warrant is one of the Common Stock Purchase Warrants (the "Warrants") issued pursuant to that certain Securities Purchase Agreement, dated as of April 7, 2022, by and among the Company and each of the investors party thereto (the "Purchase Agreement"). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein. View More

Facsimile Signatures. Facsimile and other electronic signatures shall be as binding as original signatures. [Remainder Of Page Intentionally Left Blank; Signatures On Next Page] 8 WHEREFORE, the parties have executed this Agreement as of the day and date first written above. AIR PEGASUS HELIPORT, INC. FLY BLADE, INC. By: /s/ Alvin S. Trenk By: /s/ Melissa Tomkiel Alvin S. Trenk, Chairman Melissa Tomkiel, General Counsel EX-10.11 8 tm213581d3_ex10-11.htm EXHIBIT 10.11 Exhibit 10.11 AMENDED USE AGREEMENT Certain inform...ation in this document, marked by brackets, has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. THIS AMENDED USE AGREEMENT (this "Agreement") is made as of June 1, 2017 between Air Pegasus Heliport, Inc., West 30th Street and 12th Avenue, New York, New York ("APH") and Fly Blade, Inc., a Delaware corporation with an address at 499 East 34th Street, New York, New York 10016 ("BLADE"). WHEREAS, APH operates the West 30th Street Heliport (the "Heliport") as permittee pursuant to a Permit between it and the New York State Department of Transportation (the "NYDOT"), its successors and assigns, dated March 25, 1996, as amended by that certain First Amendment to Agreement between HRPT and APH, dated as of the date hereof (as the same may be further amended, restated, supplemented or otherwise modified from time to time, the "Permit"). The Hudson River Park Trust (the "HRPT") is the current successor to the NYDOT and therefore the current permittor under the Permit; and WHEREAS, BLADE acts as agent of duly licensed Federal Aviation Administration ("FAA") and United States Department of Transportation ("DOT") operators whose operations are compliant with all relevant Federal Aviation Regulation ("FAR"); and WHEREAS, pursuant to a Use Agreement between APH and BLADE dated April 30, 2015 (the "First Use Agreement"), BLADE utilizes a trailer at the Heliport that is no greater than sixteen (16) feet wide by sixty (60) feet long as a passenger lounge (the "Passenger Lounge"); and WHEREAS, pursuant to a Use Agreement between APH and BLADE dated January 28, 2016 (the "Second Use Agreement"), BLADE utilizes a trailer at the northernmost end of the Heliport to which APH also has use and access (the "North Trailer"). The Passenger Lounge and the North Trailer shall be referred to collectively as the "Trailers"); and WHEREAS, the parties wish to amend and restate the First Use Agreement and the Second Use Agreement pursuant to the terms of this Agreement; NOW, THEREFORE, based on the foregoing premises, and in consideration of the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Recitals. The recitals set forth above are hereby incorporated by reference and shall be treated as terms if this Agreement as if they were set forth within the body of this Agreement in their entirety. View More

Facsimile Signatures. Facsimile transmission of any signed original document, and the retransmission of any signed facsimile transmission, shall be the same as delivery of the original signed document. At the request of any party, a party shall confirm documents with a facsimile transmitted signature by signing an original document.

Facsimile Signatures. This Agreement may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party. The original signature copy shall be delivered to the other party by express overnight delivery. The failure to deliver the original signature copy and/or the nonreceipt of the original signature copy shall have no effect upon the binding and enforceable nature of this Agreement.