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SHARE PURCHASE AGREEMENT
This Share Purchase Agreement
(this "Agreement") is dated as of September 29, 2023, by and among Structure Therapeutics, Inc., an exempted
company with limited liability incorporated under the laws of the Cayman Islands (the "Company"), and each purchaser
identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively
WHEREAS, subject to the terms
and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of the Securities
Act contained in Section 4(a)(2) thereof, the Purchasers, severally and not jointly, desire to purchase and the Company desires
to sell, upon the terms and conditions stated in this Agreement, Ordinary Shares and/or Non-Voting Ordinary Shares, having an aggregate
purchase price of at least $100,000,000 (the "Minimum Offering Amount"), as more fully described in this Agreement.
NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which
are hereby acknowledged, the Company and each Purchaser agree as follows:
In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings
set forth in this Section 1.1:
shall have the meaning ascribed to such term in Section 4.5.
means an action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened
against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental
or administrative agency or regulatory authority (federal, state, county, local or foreign).
means the Company's American Depositary Shares, each currently representing three Ordinary Shares, which ratio may be adjusted
from time to time in accordance with the Deposit Agreement.
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person as such terms are used in and construed under Rule 405 under the Securities Act. With respect to a Purchaser, any
investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Purchaser will be
deemed to be an Affiliate of such Purchaser. For the avoidance of doubt, with respect to a Purchaser that is an investment fund or other
investment vehicle, such Purchaser shall be deemed not to be an Affiliate of (i) any direct or indirect portfolio company of such
Purchaser or its Affiliates or (ii) any direct or indirect limited partner of any such Purchaser or its Affiliates.
Period" shall have the meaning ascribed to such term in Section 5.4(k).
"Board of Directors"
means the board of directors of the Company.
means any Trading Day other than Saturday, Sunday or other day on which commercial banks in the city of New York are authorized or required
by law or other governmental action to remain closed; provided, however, for clarification, commercial banks shall not
be deemed to be authorized or required by law to remain closed due to "stay at home", "shelter-in-place", "non-essential
employee" or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental
authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in the city of New York
generally are open for use by customers on such day.
shall mean Biotechnology Value Fund L.P. and its affiliated funds that are Purchasers under this Agreement.
means the closing of the purchase and sale of the Shares pursuant to Section 2.1.
means a Trading Day upon which all conditions precedent to (i) the Purchasers' obligations to pay the Subscription Amount
and (ii) the Company's obligations to deliver the Shares, in each case, have been satisfied or waived; provided, that the
Closing Date shall be a date that is not more than two (2) Business Days following the date hereof.
means the United States Securities and Exchange Commission.
"Cumulative Proceeds"
means the portion of the Subscription Amount that has been paid to the Company at the applicable time.
means that certain Deposit Agreement, dated as of February 2, 2023, among the Company, the Depositary, and the holders and beneficial
owners from time to time of the ADSs, as amended from time to time.
means JPMorgan Chase Bank, N.A., as depositary under the Deposit Agreement.
means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before
midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date
hereof, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any
Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof.
"Effectiveness Date"
means the date the Resale Registration Statement filed pursuant to Section 5.1 has been declared effective by the Commission.
"Engagement Letters" means
the Engagement Letters by and between the Company and each of the Placement Agents, dated September 26, 2023.
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
means the Foreign Corrupt Practices Act of 1977, as amended.
means the United States Food and Drug Administration.
means any jurisdiction of any United States federal, state, local or foreign regulatory body that regulates the types of matters subject
to the jurisdiction of the FDA.
"Intellectual Property
Rights" shall have the meaning ascribed to such term in Section 3.1(o).
Date" shall have the meaning ascribed to such term in Section 4.1(c).
means a lien, charge, pledge, security interest, encumbrance or other restriction (other than, in the case of the Shares, restrictions
provided in the Transaction Documents).
Effect" means any circumstance that (a) could reasonably be expected to have a material adverse effect on the legality,
validity or enforceability of any Transaction Document, or on the Company's ability to perform this Agreement or the other Transaction
Documents or prevents or materially impairs the validity of the Ordinary Shares or (b) could reasonably be expected to have a material
adverse effect on the condition (financial or otherwise), prospects, earnings, shareholder's equity, results of operations, business
or properties of the Company and any Subsidiary taken as a whole.
"Material Agreement"
means any agreement that the Company has furnished or filed with the SEC Reports.
means The Nasdaq Stock Market LLC.
"Non-Voting Ordinary
Shares" means the non-voting ordinary shares of the Company, with a nominal or par value of US $0.0001 per share issued pursuant
to this Agreement and with the rights set forth in Exhibit A attached hereto.
means ordinary shares of the Company, with a nominal or par value of US $0.0001 per share.
shall have the meaning ascribed to such term in Section 3.1(m).
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
Product" means each drug product subject to the jurisdiction of any Health Authority that is manufactured, packaged, labeled,
tested, distributed, sold, and/or marketed by the Company.
"Placement Agents" means Jefferies
LLC and Leerink Partners LLC.
means the number of Shares purchased by each Purchaser, relative to the total number of Shares being sold hereunder.
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or, to the Company's knowledge, threatened in writing.
shall have the meaning ascribed to such term in Section 4.8.
means Travers Thorp Alberga or any successor Cayman Islands Registered Agent of the Company.
"Registrable Securities"
means the Ordinary Shares, which may be represented by ADSs, issued or issuable pursuant to this Agreement, or the Ordinary Shares issuable
upon conversion of the Non-Voting Ordinary Shares issued or issuable pursuant to this Agreement.
shall have the meaning ascribed to such term in Section 4.2.
"Required Approvals"
shall have the meaning ascribed to such term in Section 3.1(d).
"Resale Registration
Statement" shall have the meaning ascribed to such term in Section 5.1.
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule 144 may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and
effect as such Rule 144.