EXECUTION VERSION its Subject Securities (which have a right to vote at such meeting) to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities (which have a right to vote at such meeting) against any Purchaser Acquisition Proposal and/or any matter that could reasonably be expected to delay, prevent, impede or frustrate the successful completion of the Arrangement and each of the transactions contemplated by the Arrangement Agreement (the “Prohibited Matters”);
EXECUTION VERSION. (h) the Securityholder shall, as a holder of Subject Securities, cooperate with the Company and the Purchaser to successfully complete the Arrangement and this Agreement and to oppose any of the Prohibited Matters; and
EXECUTION VERSION. (b) at any meeting of securityholders of the Company (including in connection with any combined or separate vote of any sub-group of securityholders of the Company that may be required to be held and of which sub-group the Securityholder forms part) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the shareholders or other securityholders of the Company is sought (including by written consent in lieu of a meeting), the Securityholder shall cause its Subject Securities (which have a right to vote at such meeting) to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities (which have a right to vote at such meeting) against any Acquisition Proposal and/or any matter that could reasonably be expected to delay, prevent, impede or frustrate the successful completion of the Arrangement and each of the transactions contemplated by the Arrangement Agreement (the “Prohibited Matters”);
EXECUTION VERSION. (v) accept, enter into, or propose publicly to accept or enter into, any agreement, understanding or arrangement effecting or related to any Acquisition Proposal or potential Acquisition Proposal;
EXECUTION VERSION. ARTICLE 4
EXECUTION VERSION. Securityholder is and will be immediately prior to the Effective Date, the registered and/or beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of any and all Liens.
EXECUTION VERSION. If the foregoing correctly sets forth your understanding, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among us. Very truly yours, SOLENO THERAPEUTICS, INC. By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Financial Officer Accepted as of the date first above written XXXXX XXXXXXX & CO. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director GUGGENHEIM SECURITIES, INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Senior Managing Director On behalf of itself and the other Underwriters named in Schedule I hereto. SCHEDULE I Underwriter Total Number of Firm Shares to be Purchased Number of Additional Shares to be Purchased if Option is Fully Exercised Xxxxx Xxxxxxx & Co. 1,020,000 153,000 Guggenheim Securities, LLC 1,020,000 153,000 Cantor Xxxxxxxxxx & Co. 540,000 81,000 Xxxxxxxxxxx & Co. Inc. 390,000 58,500 Xxxxxxx & Company (UK) Ltd. 30,000 4,500 Total 3,000,000 450,000 SCHEDULE II None. SCHEDULE III Firm Shares offered: 3,000,000 Additional Shares offered: 450,000 Offering Price per Firm Share and Additional Share: $46.00 SCHEDULE IV Stockholders Executing Lock-Up Agreements Xxxxxx Xxxxx, Ph.D. Xxxxx Xxxxxxxxx, M.D. Xxxxxxx X. Xxxxxx Xxxx X. Xxxxxxxxx Xxxxxxx Xxxxx, XX, M.B.A. Xxxxxx Xxxxxxxx, Ph.D. Xxxxxxxx Xxxxx MD, Ph.D. Xxxxx Xxxxxxxxx Xxxxxxxx X. Xxxxxx Xxxxxxx Xxx Entities associated with The Carlyle Group, Inc. EXHIBIT A Subsidiaries Soleno Therapeutics UK Ltd. (United Kingdom) Soleno Therapeutics Europe Ltd. (Ireland) Essentialis, Inc. (Delaware) EXHIBIT B Form of Lock-Up Agreement Xxxxx Xxxxxxx & Co. Guggenheim Securities, LLC As Representatives of the several Underwriters referred to below c/o Xxxxx Xxxxxxx & Co. 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx New York, New York 10154 c/o Guggenheim Securities, LLC 000 Xxxxxxx Xxxxxx New York, New York 10017 Soleno Therapeutics, Inc. - Lock-Up Agreement ______________, 2024 Ladies and Gentlemen: This letter agreement (this “Agreement”) relates to the proposed offering (the “Offering”) by Soleno Therapeutics, Inc., a Delaware corporation (the “Company”), of its common stock, $0.001 par value per share (the “Stock”) and/or pre-funded warrants to purchase Stock (together, the “Securities”), pursuant to an Underwriting Agreement (the “Underwriting Agreement”) to be entered into between the Company and Xxxxx Xxxxxxx & Co. and Guggenheim Securities, LLC, as representatives (the “Representatives”) of the several under...
EXECUTION VERSION. Amount would exceed the Post-Effective Limit, (ii) the Dealer Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit, or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restriction. If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, Counterparty’s obligation to make such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Scheduled Trading Day after, Dealer gives notice to Counterparty that, after such delivery, (i) the Share Amount would not exceed the Post-Effective Limit, (ii) the Dealer Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would not directly or indirectly hold in excess of the Exchange Limit, or (iv) such delivery would not result in a violation of the Counterparty Stock Ownership Restriction, as applicable. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Dealer shall be permitted to make any payment due in respect of such Shares to Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Counterparty to Dealer pursuant to the immediately preceding paragraph. Counterparty represents and warrants to, and agrees with Dealer that, ownership positions of Counterparty’s common stock held by Dealer or any of its affiliates solely in its capacity as a nominee or fiduciary (where Dealer and such affiliates have no economic interest in such positions) do not constitute “ownership” by Dealer, and Dealer shall not be deemed or treated as the beneficial or constructive “owner” of such positions, in each case, for purposes of Article VIII of the LLC Operating Agreement, except for purposes of Section 8.1(d) thereof, and Counterparty shall interpret the LLC Operating Agreement in accordance with the foregoing. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restriction would not app...
EXECUTION VERSION. The Parties hereto have caused this Agreement to be executed by their duly authorized officers as of the day and year written below. The Parties acknowledge that the signature date may not be the Effective Date. Sanofi-Aventis US LLC Relypsa, Inc. By: /s/ Xxxxxxxx Xxxxx By: /s/ Xxxx X. Xxxxx Name: Xxxxxxxx Xxxxx Name: Xxxx X. Xxxxx Title: SVP, Head of Specialty Care Title: President & CEO Date: 8/10/2015 Date: By: Name: Title: Date: EXECUTION VERSION Exhibit A INITIAL SALES PROGRAM PLAN FOR THE PRODUCT [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION [***]. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit B SALES FORCE INCENTIVE PLAN Following the Effective Date, [***] in accordance with its policies and procedures governing [***]: [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit C TECHNICAL AGREEMENTS To be finalized within [***] ([***]) days after the Effective Date. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit D FORM OF SERVICE FEE INVOICE [***] [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION Exhibit E FORM OF [***] Relypsa, Inc. [***] [***] Certain information in this document has been omitted and filed...
EXECUTION VERSION. For purposes of this Agreement, “
