EX-10.1




 Exhibit 10.1 

Certain portions of this Exhibit have been redacted because such terms are both not material and would likely cause competitive harm to the Company if
publicly disclosed. These redacted portions have been marked in this Exhibit with three asterisks [***]. 
 EXECUTION VERSION

 SECURITIES PURCHASE AGREEMENT 

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 27, 2019, by and among
Zosano Pharma Corporation, a Delaware corporation (the “Company”), and each purchaser identified on Schedule A attached hereto (each, a “Purchaser,” and collectively, the “Purchasers”). 

WHEREAS, the Company has prepared and filed with the Securities and Exchange Commission (the “SEC”), in accordance with the
provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the applicable rules and regulations thereunder, a registration statement on Form S-3 (File No. 333-229686), including a prospectus (the “Base Prospectus”), relating to the shares to be issued and sold pursuant to this Agreement. The term “Registration Statement” as
used herein refers to such registration statement (including all financial schedules and exhibits), as amended or as supplemented and includes information contained in the form of final prospectus and supplements thereto (the
“Prospectus”) filed or that will be filed with the SEC pursuant to Rule 424(b) of the rules under the Securities Act and deemed to be part thereof at the time of effectiveness (the “Effective Date”) pursuant to Rule
430B of the rules under the Securities Act. 
 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: 

ARTICLE I 
 PURCHASE AND
SALE 
 1.1 Closing. Each Purchaser agrees to purchase from the Company, and the Company agrees to issue and sell to such
Purchaser, a number of shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), equal to such Purchaser’s subscription amount as set forth on Schedule A
attached hereto (the “Subscription Amount”) divided by the Purchase Price (as defined below). Upon satisfaction of the conditions set forth in Section 1.3, the closing of the purchase and sale of the Shares (the
“Closing”) shall occur at the offices of the Company on December 2, 2019, or at such other place or on such other date as the parties shall mutually agree. 

1.2 Per Share Purchase Price. The purchase price for the Shares shall be equal to $1.45 per share (the “Purchase
Price”). 
 1.3 Closing Conditions. 

(a) As a condition to each Purchaser’s obligation to consummate the transactions contemplated hereby, at the Closing, the Company shall
have satisfied each of the conditions set forth below or shall deliver or cause to be delivered to each Purchaser the items set forth below, as appropriate: 

(i) this Agreement duly executed by the Company; 











 (ii) the Shares will be issued to such Purchaser through the book-entry facilities of The
Depository Trust Company; 
 (iii) the representations and warranties made by the Company herein shall be true and correct in all material
respects on the date hereof and on the date of the Closing; 
 (iv) all covenants, agreements and conditions contained in this Agreement to
be performed by the Company on or prior to the date of the Closing shall have been performed or complied with in all material respects; 

(v) no statute, regulation, executive order, decree, ruling or injunction shall have been enacted, promulgated, endorsed or threatened or is
pending by or before any governmental authority of competent jurisdiction which prohibits or threatens to prohibit the consummation of the transaction contemplated by this Agreement; and 

(vi) the Company shall have filed an application with The Nasdaq Stock Market LLC (“Nasdaq”) for the listing of the Shares.

 (b) As a condition to the Company’s obligation to consummate the transactions contemplated hereby, at the Closing, each Purchaser
shall have satisfied each of the conditions set forth below or shall deliver or cause to be delivered to the Company the items set forth below, as appropriate: 

(i) this Agreement duly executed by such Purchaser; 

(ii) the Subscription Amount by wire transfer of immediately available funds to the account of the Company as set forth on
Schedule A hereto; 
 (iii) the representations and warranties made by such Purchaser herein shall be true and correct in all
material respects on the date hereof and on the date of the Closing; 
 (iv) such Purchaser shall have performed, satisfied and complied in
all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Purchaser at or before the Closing; and 

(v) no statute, regulation, executive order, decree, ruling or injunction shall have been enacted, promulgated, endorsed or threatened or is
pending by or before any governmental authority of competent jurisdiction which prohibits or threatens to prohibit the consummation of the transaction contemplated by this Agreement. 

  
 2 












 ARTICLE II 

REPRESENTATIONS AND WARRANTIES 

2.1 Representations and Warranties of the Company. The Company hereby makes the following representations and warranties as of the date
hereof and as of the date of the Closing to Purchasers: 
 (a) Organization and Qualification. The Company is an entity duly
incorporated, validly existing and in good standing under the laws of the State of Delaware, with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Company
is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by the Company makes such qualification necessary, except
where the failure to be so qualified or in good standing, as the case may be, would not have or reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of this Agreement, (ii) a
material adverse effect on the results of operations, assets, business or financial condition of the Company, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations
under this Agreement (any of (i), (ii) or (iii), a “Material Adverse Effect”). 
 (b) Authorization; Enforcement.
The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by the
Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company and no further action is required by the Company in connection therewith. This
Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance
with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to
the availability of specific performance, injunctive relief or other equitable remedies. 
 (c) No Conflicts. The execution, delivery
and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby do not and will not (i) conflict with or violate any provision of the Company’s Amended and Restated Certificate
of Incorporation, as amended as of the date hereof, or Amended and Restated Bylaws, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any
rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding to which the
Company is a party or by which any property or asset of the Company is bound or affected, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental
authority to which the Company is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected; except in the case of each of clauses (ii) and (iii), such as would
not have or reasonably be expected to result in a Material Adverse Effect. 

  
 3 












 (d) Filings, Consents and Approvals. The Company is not required to obtain any
consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person in connection with the execution, delivery and
performance by the Company of this Agreement, other than (i) the filing with the SEC of a Form 8-K and prospectus supplement relating to the Registration Statement, and applicable Blue Sky filings, if
any, and (ii) such as have already been obtained. 
 (e) Authorization of the Shares. The Shares, when issued at the Closing in
accordance with the terms of this Agreement, will be, duly authorized, validly issued, fully paid and nonassessable, free and clear of all liens created by the Company, and will be registered pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). 
 (f) Registration Statement. The Company has prepared and filed with
the SEC, in accordance with the provisions of the Securities Act, and the applicable rules and regulations thereunder, a registration statement on Form S-3 (File
No. 333-229686), including the Base Prospectus, relating to the Shares to be issued and sold pursuant to this Agreement. The Prospectus relating to the Shares to be issued and sold pursuant to this
Agreement will be filed with the SEC pursuant to Rule 424(b) prior to the Closing. The Registration Statement has become effective under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement is in effect,
and no proceedings for such purpose are pending before or threatened by the SEC. 
 (g) Stock Exchange Listing. The Shares, when
issued at the Closing in accordance with the terms of this Agreement, will be listed on Nasdaq, and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Shares under the Exchange Act or
delisting the Shares from Nasdaq, nor has the Company received any notification that the SEC or Nasdaq is contemplating terminating such registration or listing. To the Company’s knowledge, it is in compliance with all applicable listing
requirements for the listing of the Shares on Nasdaq. 
 (h) Disclosure. The Prospectus when filed will comply in all material
respects with the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective, complied and will comply in all material respects with the Securities Act and did not and will
not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statement therein not misleading. The Prospectus does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts or other documents required to be described in the Prospectus or to be filed
as an exhibit to the Registration Statement which have not been described or filed as required. 

  
 4 












 2.2 Representations and Warranties of Purchasers. Each Purchaser, for itself and for
no other Purchaser, hereby represents and warrants as of the date hereof and as of the date of the Closing to the Company as follows: 
 (a)
Organization; Authority. If Purchaser is not a natural person, such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate, limited
liability or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement and the performance by
Purchaser of the transactions contemplated by this Agreement has been duly authorized by all necessary corporate or similar action on the part of Purchaser. This Agreement to which it is a party has been duly executed by Purchaser, and when
delivered by Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of Purchaser, enforceable against it in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable
remedies. 
 (b) Information; Confidentiality. Purchaser represents that it has received (or otherwise had made available to it by
the filing by the Company of an electronic version thereof with the SEC on or prior to the date hereof) the Base Prospectus, dated March 27, 2019, which is a part of the Registration Statement, the documents incorporated by reference therein
and any free writing prospectus, prior to or in connection with the receipt of this Agreement. Purchaser acknowledges that, prior to the delivery of this Agreement to the Company, Purchaser will receive certain additional information regarding the
offering, including pricing information which shall be consistent with the terms set forth herein. Such information may be provided to Purchaser by any means permitted under the Securities Act, including the Prospectus, a free writing prospectus and
oral communications, but all such information shall be provided prior to the execution of this Agreement by Purchaser and shall be consistent with the terms set forth herein. Purchaser and its advisors, if any, have been furnished with all publicly
available materials relating to the business, finances and operations of the Company and such other publicly available materials relating to the offer and sale of the Shares as have been requested by Purchaser. Purchaser and its advisors, if any,
have been afforded the opportunity to ask questions of the Company. Neither such inquiries 

  
 5 












 
nor any other due diligence investigations conducted by Purchaser or its advisors, if any, or its representatives shall modify, amend or affect such Purchaser’s right to rely on the
Company’s representations and warranties contained herein. Purchaser understands that its investment in the Shares involves a high degree of risk. Purchaser is able to bear the economic risk of an investment in the Shares including a total loss
and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the proposed investment in the Shares. Purchaser has sought such accounting, legal and tax advice as it has considered
necessary to make an informed investment decision with respect to its acquisition of the Shares. Other than to other persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors,
partners, legal and other advisors, employees, agents and affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). 

(c) No Governmental Review. Purchaser understands that no United States federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of the investment in the Shares, nor have such authorities passed upon or endorsed the merits of the offering of the Shares. 

(d) Sales; Short Selling. From and after the date Purchaser received any information about the existence of this offering, Purchaser
has not offered, pledged, sold, contracted to sell, sold any option or contract to purchase, purchased any option or contract to sell, granted any option, right or warrant to purchase, loaned, or otherwise transferred or disposed of, directly or
indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, entered into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of
ownership of Common Stock, or directly or indirectly, through related parties, affiliates or otherwise sold “short” or “short against the box” (as those terms are generally understood) any equity security of the Company.
Purchaser covenants that it will not, nor will it authorize or permit any person acting on its behalf to, engage in any such transactions until following the Closing. 

(e) Status. Purchaser is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act or an institution
that is an accredited investor within the meaning of Rule 501 under the Securities Act. 
 ARTICLE III 

MISCELLANEOUS 
 3.1 Fees
and Expenses. Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance
of this Agreement. 
 3.2 Entire Agreement. This Agreement, together with the exhibits and schedules thereto, contains the entire
understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents,
exhibits and schedules. 

  
 6 












 3.3 Notices. Any and all notices or other communications or deliveries required or
permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile prior to 6:30 p.m. (New York City time)
on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile on a day that is not a Trading Day or later than 6:30 p.m. (New York City time) on any Trading Day,
(c) the Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and
communications is set forth on the Company signature page attached hereto in the case of the Company, and shall be supplementally provided in writing in the case of each Purchaser. For purposes of this Agreement, “Trading Day” shall mean a
day on which the Company’s Common Stock is traded on the Nasdaq National Market, or, if the Company’s Common Stock is not eligible for trading on the Nasdaq National Market, any day except Saturday, Sunday and any day on which banking
institutions in the State of New York are authorized or required by law or other governmental action to close. 
 3.4 Amendments;
Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Company and Purchaser or, in the case of a waiver, by the party against whom enforcement of any such
waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision,
condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right. 

3.5 Construction. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to
limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

3.6 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and
permitted assigns. Neither Company nor the Purchasers may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party. 

3.7 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be
governed by and construed and enforced in accordance with the laws of the State of New York. 
 3.8 Survival. The representations,
warranties, agreements and covenants contained herein shall survive the Closing and delivery of the Shares. 
 3.9 Execution. This
Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it
being 

  
 7 












 
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile or electronic transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or electronic signature page were an original thereof. 

3.10 Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and
upon so agreeing, shall incorporate such substitute provision in this Agreement. 
 3.11 Replacement of Securities. If any
certificate or instrument evidencing any of the Shares is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution therefor, a
new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity, if requested. The applicants for a new certificate or instrument under
such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement certificate. 

(Signature Pages Follow) 

  
 8 












 IN WITNESS WHEREOF, the undersigned has caused this Securities Purchase Agreement to be duly
executed by its authorized signatory as of the date first indicated above. 
  

			
	Zosano Pharma Corporation
		
	By:	 	 /s/ Greg Kitchener

	Name:	 	Greg Kitchener
	Title:	 	Chief Financial Officer

 Address for Notice: 

34790 Ardentech Court 
 Fremont, CA 94555 

Attn: Greg Kitchener 
 Tel: (510)
745-1200 
 With a copy to (which shall not constitute notice): 

Latham & Watkins LLP 
 140 Scott Drive 

Menlo Park, CA 94025 
 Attn: Kathleen M. Wells 

Tel: (650) 463-2677 
 Fax:
(650) 463-2600 

  
 [Company
Signature Page to Securities Purchase Agreement] 












 IN WITNESS WHEREOF, the undersigned has caused this Securities Purchase Agreement to be duly
executed by its authorized signatory as of the date first indicated above. 
  

			
	Name of Purchaser:	 	 Flint Ridge Partners LP



 

			
	Signature of Authorized Signatory of Purchaser:	 	 /s/ John P. Szabo, Jr.



 

			
	Name of Authorized Signatory:	 	 John P. Szabo, Jr.



 

			
	Title of Authorized Signatory:	 	 Manager - Flint Ridge Capital LLC as GP for Flint Ridge Partners
LP


  

			
	Email Address of Authorized Signatory:	 	 *****



  
 [Purchaser
Signature Page to Securities Purchase Agreement] 












 IN WITNESS WHEREOF, the undersigned has caused this Securities Purchase Agreement to be duly
executed by its authorized signatory as of the date first indicated above. 
  

			
	Name of Purchaser:	 	 Aisling Capital IV, LP



 

			
	Signature of Authorized Signatory of Purchaser:	 	 /s/ Robert Wenzel



 

			
	Name of Authorized Signatory:	 	 Robert Wenzel



 

			
	Title of Authorized Signatory:	 	 Chief Financial Officer



 

			
	Email Address of Authorized Signatory:	 	 *****


  

  
 [Purchaser
Signature Page to Securities Purchase Agreement] 












 IN WITNESS WHEREOF, the undersigned has caused this Securities Purchase Agreement to be duly
executed by its authorized signatory as of the date first indicated above. 
  

			
	 Name of Purchaser:
	 	 Connective Capital Management LLC



			
		
	 Signature of Authorized Signatory of Purchaser:
	 	 /s/ Rob Romero



			
		
	 Name of Authorized Signatory:
	 	 Rob Romero



			
		
	 Title of Authorized Signatory:
	 	 Portfolio Manager



			
		
	 Email Address of Authorized Signatory:
	 	 *****



  
 [Purchaser Signature
Page to Securities Purchase Agreement] 












 IN WITNESS WHEREOF, the undersigned has caused this Securities Purchase Agreement to be duly
executed by its authorized signatory as of the date first indicated above. 
  

			
	Name of Purchaser:	 	 Telemetry Securities LLC



 

			
	Signature of Authorized Signatory of Purchaser:	 	 /s/ Dan Sommers



 

			
	Name of Authorized Signatory:	 	 Dan Sommers



 

			
	Title of Authorized Signatory:	 	 Portfolio Manager



 

			
	Email Address of Authorized Signatory:	 	 *****



  
 [Purchaser Signature
Page to Securities Purchase Agreement] 












 Schedule A 

 

					
	 Purchaser
	  	Number of Shares	 	Subscription Amount
	 Flint Ridge Partners LP
	  	[***]	 	[***]
	 Aisling Capital IV, LP
	  	[***]	 	[***]
	 Connective Capital Management LLC
	  	[***]	 	[***]
	 Telemetry Securities LLC
	  	[***]	 	[***]
	 Total
	  	2,181,034	 	$3,162,499.30