Exhibit 10.2
ORDINARY SHARE PURCHASE AGREEMENT
This ORDINARY SHARE PURCHASE AGREEMENT (“Agreement”) is made as of April 10, 2022 (the “Effective Date”), by and between Stealth BioTherapeutics Corp, a Cayman Islands exempted company (the “Company”), and Morningside Venture (I) Investments Limited (the “Investor”).
RECITALS
WHEREAS, pursuant to the terms and subject to the conditions set forth in this Agreement, the Investor desires to purchase from the Company, and the Company desires to sell and issue to the Investor, certain Ordinary Shares in the capital of the Company with par value US$0.0003 (the “Ordinary Shares”).
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
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THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
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Morningside Venture (I) Investments Limited
Attn: Frances Richard
2nd Floor, Le Prince de Galles
3-5 Avenue des Citronniers
MC 98000, Monaco
T: [**]
F: [**]
Email: [**]
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with copies to (which shall not constitute notice):
Morningside Technology Advisory, LLC
Attn: Stephanie O’Brien, Esq.
1188 Centre Street
Newton Centre, MA 02459
T: [**]
F: [**]
Email: [**]
Springfield Financial Advisory Limited
Attn: Alice Li/Makim Ma
22nd Floor Hang Lung Centre
2-20 Paterson Street
Causeway Bay, Hong Kong
T: [**]
F: [**]
Email: [**]
; and
Stealth BioTherapeutics Corp
c/o Stealth BioTherapeutics Inc.
140 Kendrick St. Building C
Needham, MA 02494
Attention: Chief Executive Officer
Email: [**]
With a copy to (which shall not constitute notice):
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WilmerHale
60 State Street
Boston, MA 02109
Attention: Rosemary G. Reilly, Esq.
Email: [**]
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IN WITNESS WHEREOF, the parties hereto have executed this ORDINARY SHARE PURCHASE AGREEMENT as of the date first written above.
COMPANY:
STEALTH BIOTHERAPEUTICS CORP
By: /s/ Irene P. McCarthy
Name: Irene P. McCarthy
Title: Chief Executive Officer and Director
[Signature Page to Ordinary Share Purchase Agreement]
IN WITNESS WHEREOF, the parties hereto have executed this ORDINARY SHARE PURCHASE AGREEMENT as of the date first written above.
INVESTOR:
MORNINGSIDE VENTURE (I) INVESTMENTS LIMITED
By: /s/ Jill Marie Franklin
/s/ Frances Anne Elizabeth Richard
Name: Jill Marie Franklin
Frances Anne Elizabeth Richard
Title: Authorized Signatures
[Signature Page to Ordinary Share Purchase Agreement]
EXHIBIT A
FORM OF WARRANT