YUMANITY THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 202[•] Subordinated Debt SecuritiesIndenture • December 3rd, 2021 • Yumanity Therapeutics, Inc. • Pharmaceutical preparations • New York
PRE-FUNDED COMMON STOCK PURCHASE WARRANT KINETA, INC.Pre-Funded Common Stock Purchase Warrant • October 5th, 2023 • Kineta, Inc./De • Pharmaceutical preparations
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kineta, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT Kineta, Inc.Common Stock Purchase Warrant • October 5th, 2023 • Kineta, Inc./De • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kineta, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • February 10th, 2023 • Kineta, Inc./De • Pharmaceutical preparations • New York
Proteostasis Therapeutics, Inc. 11,000,000 Shares Common Stock (par value $0.001 per share) Underwriting AgreementUnderwriting Agreement • October 24th, 2018 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • New York
Proteostasis Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 11,000,000 shares of its common stock, par value $0.001 per share (“Common Stock”) (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 1,650,000 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requi
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT KINETA, INC.Placement Agent Common Stock Purchase Warrant • April 21st, 2023 • Kineta, Inc./De • Pharmaceutical preparations
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, H.C. Wainwright & Co., LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after April , 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April , 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kineta, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of March 28, 2023.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 5th, 2023 • Kineta, Inc./De • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 3, 2023, between Kineta, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 28th, 2020 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made as of the 30th day of June, 2019, between Yumanity Therapeutics, Inc., a Delaware corporation (the “Company”), and Richard Peters, M.D., Ph.D. (the “Executive”).
PROTEOSTASIS THERAPEUTICS, INC. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • December 23rd, 2015 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [●] by and between Proteostasis Therapeutics, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Kineta, Inc.Placement Agent Agreement • October 5th, 2023 • Kineta, Inc./De • Pharmaceutical preparations
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October _____, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October _____, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kineta, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of September 27, 2023.
LEASE AGREEMENTLease Agreement • August 29th, 2022 • Yumanity Therapeutics, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 19 day of November, 2010, between ARE-SEATTLE NO. 17, LLC, a Delaware limited liability company (“Landlord”), and KINETA, INC., a Washington corporation (“Tenant”).
YUMANITY THERAPEUTICS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • December 30th, 2020 • Yumanity Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Yumanity Therapeutics, Inc., a Delaware corporation (the “Company”), and [Director Name] (“Indemnitee”).
Indemnification AgreementIndemnification Agreement • October 3rd, 2022 • Yumanity Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (this “Agreement”) is made as of [Date], by and between Kineta, Inc., a Delaware corporation (the “Company”), and [Indemnitee Name] (“Indemnitee”).
Proteostasis Therapeutics, Inc. [●] Shares Common Stock (par value $0.001 per share) Underwriting AgreementUnderwriting Agreement • August 31st, 2016 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • New York
Proteostasis Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [●] shares of its common stock, par value $0.001 per share (“Common Stock”) (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [●] additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Certain
PROTEOSTASIS THERAPEUTICS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • May 9th, 2019 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • New York
Proteostasis Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (“HCW”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2020 • Yumanity Therapeutics, Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of December 22, 2020 by and among Yumanity Therapeutics, Inc. (formerly known as Proteostasis Therapeutics, Inc.), a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the several purchasers signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”).
ContractWarrant Agreement • October 3rd, 2022 • Yumanity Therapeutics, Inc. • Pharmaceutical preparations • Washington
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED.
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 6th, 2022 • Yumanity Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June [ ], 2022, by and among Yumanity Therapeutics, Inc., a Delaware corporation (the “Company”), and the purchasers set forth on Schedule 1 hereto (each, a “Purchaser”, and collectively, the “Purchasers”), and shall become effective as of the Closing (as defined in the Purchase Agreement, defined below).
CONFIDENTIALEmployment Agreement • March 8th, 2019 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
EMPLOYMENT AGREEMENTEmployment Agreement • October 3rd, 2022 • Yumanity Therapeutics, Inc. • Pharmaceutical preparations • Washington
This Amended and Restated Employment Agreement (the “Agreement”) between you (referred to hereinafter as the “Executive”) and Kineta, Inc., a Washington corporation (the “Company”) sets forth the terms and conditions that shall govern Executive’s continued employment with the Company (referred to hereinafter as “Employment” or the “Employment Period”), effective as of the Effective Time, as such term is defined in that certain Agreement and Plan of Merger dated June 5, 2022 (the “Merger Agreement”) by and among the Company, Yumanity Therapeutics, Inc. (“Parent”) and Yacht Merger Sub, Inc. (the “Effective Date”). This Agreement amends, restates and replaces in its entirety the employment agreement entered into by and between Executive and the Company dated February 3, 2020 (the “Prior Agreement”).
March 9, 2020 Re:Amended and Restated Employment Agreement Dear Marija:Employment Agreement • March 10th, 2020 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
CONSULTING AGREEMENTConsulting Agreement • March 21st, 2016 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Consulting Agreement (the “Agreement”) is made effective as of April 15, 2015 (the “Effective Date”), by and between Proteostasis Therapeutics, Inc. a Delaware corporation, with its principal place of business being 200 Technology Square, 4th Floor, Cambridge, MA 02139 (the “Company”) and Danforth Advisors, LLC, a Massachusetts limited liability corporation, with its principal place of business being 91 Middle Road, Southborough, MA 01772 (“Danforth”). The Company and Danforth are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”
WARRANT TO PURCHASE LIMITED LIABILITY COMPANY INTERESTSWarrant Agreement • September 23rd, 2020 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS WARRANT CERTIFIES THAT, for good and valuable consideration, SILICON VALLEY BANK (“SVB” or “Bank” and, together with any successor or permitted assignee or transferee of this Warrant or of any units issued upon exercise hereof, “Holder”) is entitled to purchase the number of fully paid and non-assessable units of limited liability company interest (the “Units”) of the above-stated Type/Class of Units (as may be adjusted from time to time pursuant to the provisions of this Warrant, the “Class”) as defined in, and having the relative rights, powers, preferences and privileges as set forth in, the above-named company’s (the “Company”) Second Amended and Restated Operating Agreement dated as of February 8, 2016, as amended and/or restated and in effect from time to time (the “Operating Agreement”) at the above-stated Warrant Price, all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this
THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENTStockholders' Agreement • February 1st, 2016 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT, dated this 1st day of September, 2015 (this “Agreement”), is entered into by and among Proteostasis Therapeutics, Inc., a Delaware corporation (the “Corporation”); the holders of Series A Convertible Redeemable Preferred Stock, par value $.001 per share of the Corporation (the “Series A Holders”) and the holders of Series B Convertible Redeemable Preferred Stock, par value $.001 per share of the Corporation (the “Series B Holders”) listed on Schedule 1 attached hereto; and the persons listed as Principal Stockholders on Schedule 2 attached hereto (the “Principal Stockholders”).
SUPPORT AGREEMENTSupport Agreement • September 23rd, 2020 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of August 22, 2020, is by and between PROTEOSTASIS THERAPEUTICS, INC., a Delaware corporation (“PTI”), YUMANITY THERAPEUTICS, INC. a Delaware corporation (the “Company”) and YUMANITY HOLDINGS, LLC, a Delaware limited liability company (“Holdings”) in its capacity as the sole stockholder of the Company (the “Stockholder”).
KINETA, INC. AMENDMENT NO. 4 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 2nd, 2023 • Kineta, Inc./De • Pharmaceutical preparations • Delaware
This Amendment No. 4 to Securities Purchase Agreement (this “Amendment”) is made as of May 1, 2023, by and among Kineta, Inc., a Delaware corporation (formerly known as Yumanity Therapeutics, Inc.) (the “Company”), and the undersigned Purchasers (as defined in the PIPE Agreement, which is defined below). Capitalized terms used herein but not otherwise defined herein shall have the meanings given to them in the PIPE Agreement.
FORM OF PARENT STOCKHOLDER SUPPORT AGREEMENT TUHURA BIOSCIENCES, INC.Parent Stockholder Support Agreement • December 12th, 2024 • Kineta, Inc./De • Pharmaceutical preparations • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”), dated as of December 11, 2024, is made by and among TuHURA Biosciences, Inc., a Nevada corporation (“Parent”), Kineta, Inc., a Delaware corporation (the “Company”), and the undersigned holder (“Stockholder”) of shares of capital stock (the “Shares”) of Parent.
FORM OF COMPANY STOCKHOLDER SUPPORT AGREEMENT KINETA, INC.Company Stockholder Support Agreement • December 12th, 2024 • Kineta, Inc./De • Pharmaceutical preparations • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”), dated as of December 11, 2024, is made by and among TuHURA Biosciences, Inc., a Nevada corporation (“Parent”), Kineta, Inc., a Delaware corporation (the “Company”), and the undersigned holder (“Stockholder”) of shares of capital stock (the “Shares”) of the Company.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • December 12th, 2024 • Kineta, Inc./De • Pharmaceutical preparations
The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that TuHURA Biosciences, Inc., a Nevada corporation (“Parent”), has entered into an Agreement and Plan of Merger, dated as of December 11, 2024 (as the same may be amended from time to time, the “Merger Agreement”) with Hura Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, Hura Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent, Kineta, Inc., a Delaware corporation (the “Company”), and certain other parties thereto. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. The terms of this Agreement shall apply to one-third (1/3) of the shares of Parent Common Stock received as Initial Share Consideration pursuant to the Merger Agreement or any securities convertible into or exercisable or exchangeable for shares of Parent Common Stock
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • August 24th, 2020 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • Delaware
KINETA, INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • October 3rd, 2022 • Yumanity Therapeutics, Inc. • Pharmaceutical preparations • Washington
This Common Stock Purchase Agreement (the “Agreement”) is made as of June 26, 2008 by and between Kineta, Inc., a Washington corporation (the “Company”), and Shawn Iadonato (“Purchaser”).
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • December 30th, 2020 • Yumanity Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of December 22, 2020 (this “Agreement”), is entered into by and among Proteostasis Therapeutics, Inc., a Delaware corporation (“PTI”), Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the initial representative, agent and attorney-in-fact of the Holders of CVRs (the “CVR Holders’ Representative”).
CONFIDENTIAL December 16, 2022 Michael WyzgaSeparation Agreement • December 22nd, 2022 • Kineta, Inc./De • Pharmaceutical preparations
The purpose of this letter agreement (the “Agreement”) is to confirm the terms of your separation of employment from Yumanity Therapeutics, Inc. and its subsidiaries (the “Company”) upon the Closing, as such term is defined in the Agreement and Plan of Merger, dated as of June 5, 2022, by and among Company and Kineta, Inc. (the “Merger Agreement”).
COLLABORATIVE RESEARCH, DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT BY AND BETWEEN PROTEOSTASIS THERAPEUTICS, INC. and BIOGEN IDEC NEW VENTURES INC. December 5, 2013Collaborative Research, Development, Commercialization and License Agreement • December 23rd, 2015 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This COLLABORATIVE RESEARCH, DEVELOPMENT, COMMERCIALIZATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of December 5, 2013 (the “Effective Date”) by and between Proteostasis Therapeutics, Inc., a Delaware corporation having its principal place of business at 200 Technology Square, Fourth Floor, Cambridge, MA 02139 (“PTI”), and Biogen Idec New Ventures Inc., a Massachusetts corporation having its principal place of business at 14 Cambridge Center, Cambridge, MA 02142, USA (“Biogen Idec”). Each of Biogen Idec and PTI is sometimes referred to individually herein as a “Party” and collectively as the “Parties.”
AGREEMENT AND PLAN OF MERGER among TUHURA BIOSCIENCES, INC., HURA MERGER SUB I, INC. HURA MERGER SUB II, LLC KINETA, INC. and CRAIG PHILIPS, solely in his capacity as STOCKHOLDERS REPRESENTATIVE Dated as of December 11, 2024Merger Agreement • December 12th, 2024 • Kineta, Inc./De • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER (hereinafter to referred to as this “Agreement”), dated as of December 11, 2024, is made by and among TuHURA Biosciences, Inc., a Nevada corporation (“Parent”), Hura Merger Sub I, Inc., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (“Merger Sub I”), Hura Merger Sub II, LLC, a Delaware limited liability company and direct wholly-owned subsidiary of Parent (“Merger Sub II”, and together with Merger Sub I, the “Merger Subs”), Kineta, Inc., a Delaware corporation (the “Company”) and Craig Philips, solely in his capacity as the representative, agent and attorney-in-fact of the stockholders of the Company (the “Stockholders Representative”), but solely with respect to the provisions expressly applicable to the Stockholders Representative as set forth herein.
