THIS WARRANt AND THE SHARES ISSUABLE HEREUNDER HAVE NOt BEEN REGISTERED UNDER THE SECURITIES ACt OF 1933, AS AMENDED (THE “ACT【 …セキュリティ法に基づくものであり、6.3および6.4のセクションで規定されているものを除き、登録された後または法律顧問が会社にとって満足のいく形式と内容であると判断した場合、このアクトおよび法律に登録されるまで、提供、売却、質入れまたはその他の移転はできません。この提供、売却、質入れまたはその他の移転が免除されると見なされます。】
株式の購入を希望します
このSTOCK購入証は（修正および定期的に有効である場合、この「ウォッカント”) is issued as of the issue date set forth on Schedule I hereto (the “発行日”) by the company set forth on Schedule I hereto (the “会社”) to SILICON VALLEY BANk, A DIVISION OF FIRSt-CITIZENS BANk & TRUSt COMPANY, in connection with that certain Loan and Security Agreement of even date herewith between them (as amended and/or modified and in effect from time to time, the “ローン契約書”). The parties agree as follows:
SCHEDULE I. ウォレント規定.
ウォレントセクション
ウォレント規定
序文-「発行日」
2024年8月6日。
序文-「会社」
テナヤセラピューティクス社、デラウェア法人
1.1 – “クラス”
普通株式、株式1株あたり$0.0001の割合。
1.1 – “行使価格”
$2.55のシェアあたり。
1.2 – “初期株式”
73,649.
1.3(a) – “Tranche A 追加株式”
Tranche A 追加株式プールを($15,000,000で割った額) ÷ (x) Tranche A Term Loan Advanceの金額(ローン契約で定義されています)と掛け算したもの。
1.3(a) – Tranche A 追加株式の発行条件
ローン契約で定義されたTranche A Term Loan Advanceを会社に任意の額で行う。
1.3(a) - “Tranche A 追加株式プール”
49,099.
1.3(b) - “Tranche b 追加株式”
Tranche b 追加株式プールは、ローン契約で定義されたTranche b Term Loan Advanceの額（x）を $5,000,000 で除したもの。
1.3(b) - Tranche b 追加株式の発行条件
ローン契約で定義されたTranche b Term Loan Advanceを会社に任意の額で行う。
1.3(a) - “Tranche b 追加株式プール”
24,550.
1.3(c) - “Tranche C 追加株式”
The Tranche C Additional Shares Pool, multiplied by (x) the amount of the Tranche C Term Loan Advance (as defined in the Loan Agreement), divided by (y) $2,500,000.
1.3(c) – Conditions for issuance of Tranche C Additional Shares
The making of each Tranche C Term Loan Advance (as defined in the Loan Agreement) to the Company in any amount.
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Warrant Section
Warrant Provision
1.3(c) – “Tranche C Additional Shares Pool”
12,275.
1.3(d) – “Tranche D Additional Shares”
The Tranche D Additional Shares Pool, multiplied by (x) the amount of the Tranche D Term Loan Advance (as defined in the Loan Agreement), divided by (y) $2,500,000.
1.3(d) – 追加株式の取扱条件
ローン契約で定義される各 Tranche D Term Loan Advance（償還猶予付融資）の会社への支払いは、どの金額でも可能です。
権利の付与。善良かつ有価な対価のため、本社は、本ワラントまたはここでの行使により発行された株式の承継者または許可された譲受人（以下、「所有者）のクラスに関してスケジュールIに記載された数に達するまで、本社から購入する権利があり、保有者はその権利を有するクラス”), at a purchase price per Share set forth on Schedule I hereto (the “行使価格”), subject to the provisions and upon the terms and conditions set forth in this Warrant.
1.2
株式数. This Warrant shall be exercisable for the number of initial shares of the Class as set forth on Schedule I hereto (the “初期株”), plus the Additional Shares (as hereinafter defined), if any (collectively, and as may be adjusted from time to time in accordance with the provisions of this Warrant, the “株式”).
Treatment of Warrant in non-Cash/Public Acquisition. Upon the closing of any Acquisition other than a Cash/Public Acquisition, the acquiring, surviving or successor entity shall assume this Warrant and the Company’s obligations hereunder, and this Warrant shall thereafter be exercisable for the same securities and/or other property as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing of such Acquisition, at an aggregate Exercise Price equal to the aggregate Exercise Price in effect as of immediately prior to such closing, all subject to the BHCA Limits (as hereinafter defined) and further adjustment from time to time thereafter in accordance with the provisions of this Warrant.
(d)
流動的証券. “流動的証券” means securities meeting all of the following requirements (determined as of immediately prior to the closing of the Acquisition): (i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “取引所法”), and is then current in its filing of all required reports and other information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by Holder in connection with the Acquisition were Holder to exercise this Warrant on or prior to the closing thereof is then traded in a Trading Market, and (iii) following the closing of such Acquisition, Holder would not be restricted from publicly re-selling all of the issuer’s shares and/or other securities that would be received by Holder in such Acquisition were Holder to exercise this Warrant in full on or prior to the closing of such Acquisition, except to the extent that any such restriction (x) arises solely under federal or state securities laws, rules or regulations, and (y) does not extend beyond six (6) months from the closing of such Acquisition. Notwithstanding the foregoing provisions of this Section 2.6(d), securities held in escrow or subject to holdback to cover indemnification-related claims shall be deemed to be Marketable Securities if they would otherwise be Marketable Securities but for the fact that they are held in escrow or subject to holdback to cover indemnification-related claims.
CERTAIN ADJUSTMENTS TO THE SHARES, CLASS AND EXERCISE PRICE.
3.1
普通株式配当、分割など. If the Company declares or pays a dividend or distribution on the outstanding shares of the Class payable in additional shares of the Class (including fractional shares) or other securities or property (other than cash), then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without additional cost to Holder, the total number and kind of securities and property which Holder would have received had Holder owned the Shares of record as of the date the dividend or distribution occurred. If the Company subdivides the outstanding shares of the Class by reclassification or otherwise into a greater number of shares, the number of Shares purchasable hereunder shall be proportionately increased, even if such number would include fractional shares, and the Exercise Price shall be proportionately decreased. If the outstanding shares of the Class are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Exercise Price shall be proportionately increased and the number of Shares shall be proportionately decreased, even if such number would include fractional shares.
3.2
Reclassification, Exchange, Combination or Substitution. Upon any event whereby all of the outstanding shares of the Class are reclassified, exchanged, combined, substituted, or replaced for, into, with or by Company securities of a different class and/or series, then from and after the consummation of such event, “Class”
5
1611752662.4
shall mean such securities and this Warrant will be exercisable for the number of such securities that Holder would have received had the Shares been outstanding on and as of the consummation of such event, at an aggregate Exercise Price equal to the aggregate Exercise Price in effect as of immediately prior to such event, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant. The provisions of this Section 3.2 shall similarly apply to successive reclassifications, exchanges, combinations, substitutions, replacements or other similar events.
All Shares which may be issued upon the exercise of this Warrant, shall, upon issuance, be duly authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under the Company’s Certificate of Incorporation or Bylaws, each as amended and in effect from time to time (the “憲章文書。”), any stockholder agreement (to the extent Holder is then a party thereto or otherwise subject thereto in accordance with the provisions of Section 5.4 below) or applicable federal and state securities laws. The Company covenants that it shall at all times cause to be reserved and kept available out of its authorized and unissued capital stock such number of shares of the Class and other securities as will be sufficient to permit the exercise in full of this Warrant.
(d)
[Intentionally Omitted.]
4.2
特定の事象に関する通知. If the Company proposes at any time to:
(a)
declare any dividend or distribution upon the outstanding shares of the Class, whether in cash, stock or other securities or property and whether or not a regular cash dividend;
(b)
offer for subscription or sale pro rata to all holders of the outstanding shares of the Class any additional securities of the Company (other than pursuant to contractual pre-emptive or first refusal rights);
FCbの関連会社への譲渡が行われる場合、Holderは付属書として添付された通りに通知を提出することで、本章6.4(a)に規定された譲渡要件を会社に満たすことになります。 付録2; provided that: (i) Holder will not be required to surrender this Warrant pursuant to Section 6.4(a)(ii); (ii) the Company will note such FCb Affiliate as the Holder in the Company’s records and, as applicable, with any transfer agent; and (iii) such FCb Affiliate will otherwise be deemed to be the “Holder” of this Warrant with respect to the transferred portion thereof. Such Notice of Transfer shall be deemed delivered and effective in accordance with Section 6.5 below, notwithstanding any request to confirm receipt or acknowledgment contained therein. By its acceptance of such transfer, such FCb Affiliate, on and as of the date of such transfer, hereby makes to the Company each of the representations and warranties set forth in Section 5.1 above and agrees to be bound by all of the terms and conditions of this Warrant as if it were the original Holder hereof.
(c)
[意図的に省略しました]。
6.5
通知. All notices and other communications hereunder from the Company to the Holder, or vice versa, shall be deemed delivered and effective (i) when given personally, (ii) on the third (3rd) Business Day after being mailed by first-class registered or certified mail, postage prepaid, (iii) upon transmission if given by electronic mail, provided that if such notice or other communication is not sent during the normal business hours of the recipient, it shall be deemed to have been sent at the opening of business on the next Business Day of the recipient, or (iv) on the first Business Day following delivery to a reliable overnight courier service, courier fee prepaid, in any case at such address as may have been furnished to the Company or Holder, as the case may be, in writing by the Company or such Holder from time to time in accordance with the provisions of this Section 6.5. All notices to Holder shall be addressed as set forth on Schedule I hereto (the “Holder Notice Address”) until the Company receives notice of a change of address in connection with a transfer or otherwise. All notices to the Company shall be addressed as set forth on Schedule I hereto (the “会社の通知先住所引当てられるまで住所変更の通知を受け取るまで