Exhibit 10.1
NON-VOTING COMMON Stock Purchase AgreemenT
This Non-Voting Common Stock Purchase Agreement (this “Agreement”) is made as of March 26, 2024 by and between Longboard Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Farallon Healthcare Partners Master, L.P., a Cayman Islands exempted limited partnership (“Purchaser”).
Whereas, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), the Company desires to issue and sell to Purchaser, and Purchaser desires to purchase from the Company, shares of Non-Voting Common Stock of the Company, par value $0.0001 per share (“Stock”), as more fully described in this Agreement.
Now, Therefore, in consideration of the mutual promises and covenants and the terms set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
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“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, OR THE SECURITIES COMMISSION OF ANY STATE UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (II) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL SELECTED BY THE HOLDER TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY, OR (III) RULE 144 UNDER THE SECURITIES ACT.”
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Any legend required by applicable blue sky laws.
Purchaser may request that the Company remove, and the Company agrees to authorize the removal of any legend from any Shares or Conversion Shares issued to such Purchaser (i) following any sale, or certification by Purchaser of the expected sale, of such Shares or Conversion Shares pursuant to Rule 144 under the Securities Act, or (ii) if such Shares or Conversion Shares are eligible for sale under Rule 144 under the Securities Act following the expiration of the one-year holding requirement under subparagraphs (b)(1)(i) and (d) thereof and Purchaser is not an affiliate of the Company, in each case, following receipt from Purchaser of an appropriate certification to such effect.
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[Signature page follows]
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IN WITNESS WHEREOF, the parties have caused this Non-Voting Common Stock Purchase Agreement to be executed by their duly authorized representatives as of the date first above written.
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| Longboard Pharmaceuticals, Inc. | ||
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| By: | /s/ Kevin R. Lind | |
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| Name: | Kevin R. Lind |
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| Title: | President and Chief Executive Officer |
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| Address: | 4275 Executive Square, Suite 950 La Jolla, California 92037 | |
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| PURCHASER: | ||
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| Farallon Healthcare Partners Master, L.P. | ||
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| By: | /s/ Philip Dreyfuss | |
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| Name: | Philip Dreyfuss |
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| Title: | Authorized Signatory |
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| Email: |
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| Address: | One Maritime Plaza, Suite 2100 San Francisco, California 94111 | |
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