COMMON STOCK PURCHASE WARRANT ELEVEN BIOTHERAPEUTICS, INC.Common Stock Purchase Warrant • November 3rd, 2017 • Eleven Biotherapeutics, Inc. • Pharmaceutical preparations • New York
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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________ (the “Termination Date”) but not thereafter, to subscribe for and purchase from Eleven Biotherapeutics, 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 ELEVEN BIOTHERAPEUTICS, INC.Security Agreement • March 23rd, 2018 • Eleven Biotherapeutics, Inc. • Pharmaceutical preparations • New York
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 the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________ (the “Termination Date”) but not thereafter, to subscribe for and purchase from Eleven Biotherapeutics, 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).
22,222,223 SHARES SESEN BIO, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 1st, 2018 • Sesen Bio, Inc. • Pharmaceutical preparations • New York
Introductory. Sesen Bio, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 22,222,223 shares of its common stock, par value $0.001 per share (the “Shares”). The 22,222,223 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,333,333 Shares as provided in Section 2. The additional 3,333,333 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”) and Canaccord Genuity LLC (“Canaccord”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the exten
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 28th, 2022 • Sesen Bio, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ], 20[ ] by and between Sesen Bio, Inc., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
PRE-FUNDED COMMON STOCK PURCHASE WARRANT ELEVEN BIOTHERAPEUTICS, INC.Pre-Funded Common Stock Purchase Warrant • November 3rd, 2017 • Eleven Biotherapeutics, Inc. • Pharmaceutical preparations • New York
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”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Eleven Biotherapeutics, 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).
AMENDED AND RESTATED OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • May 12th, 2023 • Carisma Therapeutics Inc. • Pharmaceutical preparations • New York
Carisma Therapeutics Inc. (formerly Sesen Bio, Inc.), a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.001 per share (the “Common Shares”), under one or more registration statements on Form S-3 filed with the Commission (as defined below) on the terms set forth in this agreement (this “Agreement”). This Agreement hereby amends and restates in its entirety that certain Open Market Sale AgreementSM dated November 29, 2019, by and between the Company and the Agent, as amended by Amendment No. 1, dated October 30, 2020, Amendment No. 2, dated February 17, 2021, and Amendment No. 3, dated June 1, 2021 (the “Original Agreement”), which Original Agreement shall have no further force or effect.
ELEVEN BIOTHERAPEUTICS, INC. UP TO $40,000,000 OF SHARES OF COMMON STOCK SALES AGREEMENTSales Agreement • March 12th, 2015 • Eleven Biotherapeutics, Inc. • Pharmaceutical preparations • New York
Eleven Biotherapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 1st, 2014 • Eleven Biotherapeutics, Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 24, 2014 by and among Eleven Biotherapeutics, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
COMMON STOCK PURCHASE WARRANT SESEN BIO, INC.Common Stock Purchase Warrant • June 19th, 2019 • Sesen Bio, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant” and the term “Warrants” below refers to this Warrant and all other warrants to purchase Common Stock originally issued by the Company on the date hereof) 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 on or prior to 5:00 p.m. (New York City time) on (1) (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sesen Bio, 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).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 30th, 2013 • Eleven Biotherapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 4th day of December, 2013, by and among Eleven Biotherapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor,” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
•] Shares Eleven Biotherapeutics, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 17th, 2017 • Eleven Biotherapeutics, Inc. • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 8th, 2023 • Carisma Therapeutics Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ], 20[ ] by and between Carisma Therapeutics Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.
Number of Warrants: Warrant Certificate No.Security Agreement • December 1st, 2014 • Eleven Biotherapeutics, Inc. • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, including without limitation Section 3(c), at any time on or after the date hereof and on or prior to 5:00 p.m. (New York time) on , 2017 (the “Expiry Time”) but not thereafter, to subscribe for and purchase from Eleven Biotherapeutics, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”), subject to adjustment as provided herein. 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).
CARISMA Therapeutics Inc. Nonstatutory Stock Option Agreement Granted Under 2017 Stock Incentive PlanNonstatutory Stock Option Agreement • March 8th, 2023 • Carisma Therapeutics Inc. • Pharmaceutical preparations
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • September 27th, 2022 • Sesen Bio, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of September 20, 2022, by and among SESEN BIO, INC., a Delaware corporation (“Parent”), SEAHAWK MERGER SUB, INC., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and CARISMA THERAPEUTICS INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 4th, 2018 • Sesen Bio, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [ ], 20[ ] by and between Sesen Bio, Inc., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 1st, 2014 • Eleven Biotherapeutics, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 24, 2014 by and among Eleven Biotherapeutics, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
Sesen Bio, Inc. Nonstatutory Stock Option AgreementNonstatutory Stock Option Agreement • March 15th, 2021 • Sesen Bio, Inc. • Pharmaceutical preparations • Delaware
20,410,000 SHARES OF COMMON STOCK AND WARRANTS TO PURCHASE UP TO 20,410,000 SHARES OF COMMON STOCK SESEN BIO, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 19th, 2019 • Sesen Bio, Inc. • Pharmaceutical preparations • New York
ContractWarrant Agreement • January 23rd, 2014 • Eleven Biotherapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF SECTION 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
January 5, 2022 Minori Koshiji Rosales, MD, PhD c/o Sesen Bio, Inc. 245 First St., Suite 1800 Cambridge, Massachusetts 02142 Dear Minori: It is my pleasure to offer you the position of Chief Development Officer at Sesen Bio (the “Company” or “Sesen...Employment Agreement • August 25th, 2022 • Sesen Bio, Inc. • Pharmaceutical preparations • Massachusetts
•] Shares of Common Stock (or Pre-Funded Warrants to Purchase Shares of Common Stock in Lieu Thereof) and Warrants to Purchase [•] Shares of Common Stock Eleven Biotherapeutics, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • October 31st, 2017 • Eleven Biotherapeutics, Inc. • Pharmaceutical preparations • New York
Eleven Biotherapeutics, Inc. a Delaware corporation (the “Company”), proposes to issue and sell to H.C. Wainwright & Co., LLC (the “Underwriter”) (i) an aggregate of [•] (a) shares (the “Firm Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) and (b) pre-funded warrants to purchase Common Stock in lieu thereof at an exercise price of $0.01 per share (the “Pre-Funded Warrants”); and (ii) warrants to purchase up to an aggregate of [•] shares of Common Stock (the “Firm Warrants” and collectively with the Firm Shares and the Pre-Funded Warrants, the “Firm Securities”)). The amount and form of the Firm Securities to be purchased by the Underwriter is set forth opposite its name on Schedule I hereto. In addition, the Company proposes to grant to the Underwriter an option to purchase up to an additional [•] shares of common stock (the “Option Shares”) and/or warrants to purchase [•] shares of Common Stock (the “Option Warrants,” and together with the Opti
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 23rd, 2018 • Eleven Biotherapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 21, 2018, among Eleven Biotherapeutics, 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”).
Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • January 23rd, 2014 • Eleven Biotherapeutics, Inc. • Pharmaceutical preparations • New York
Eleven Biotherapeutics, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, shares of common stock, $0.001 par value (“Common Stock”) of the Company (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 to cover over-allotments, if any (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 I 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 conte
CONSULTING AGREEMENTConsulting Agreement • April 2nd, 2018 • Eleven Biotherapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS CONSULTING AGREEMENT (together with the attached Business Terms Exhibit, the “Agreement”), is made as of October 24, 2017 (the “Effective Date”) by and between ELEVEN BIOTHERAPEUTICS, INC., a Delaware corporation with an office at 245 First Street, Suite 1800, Cambridge, MA 02142 (“Eleven”), and DeCillis Consulting, LLC with an address at 80 Devonshire Lane, Madison, CT 06443 (“Consultant”). Eleven desires to have the benefit of Consultant’s knowledge and experience, and Consultant desires to provide services to Eleven, all as provided in this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2023 • Carisma Therapeutics Inc. • Pharmaceutical preparations • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made as of March 7, 2023 (the “Effective Date”), by and between Carisma Therapeutics Inc., a Delaware corporation (the “Company”), and Richard Morris (the “Executive”) (together, the “Parties”).
AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • September 21st, 2016 • Eleven Biotherapeutics, Inc. • Pharmaceutical preparations
This AMENDED AND RESTATED LICENSE AGREEMENT is made and entered into by and between Protoden Technologies Inc. and Viventia Bio Inc. as of the Effective Date (as defined below).
FORM OF PARENT STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • September 27th, 2022 • Sesen Bio, Inc. • Pharmaceutical preparations • Delaware
This STOCKHOLDER SUPPORT AGREEMENT (this “Support Agreement”) is entered into as of [_], 2022, among CARISMA Therapeutics Inc., a Delaware corporation (the “Company”), Sesen Bio, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of Parent.
AMENDMENT NO. 2 TO THE OPEN MARKET SALE AGREEMENTSM February 17, 2021 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: This Amendment No. 2 to the Open Market Sale AgreementSM (this “Amendment”) is entered into as of the...Open Market Sale Agreement • February 17th, 2021 • Sesen Bio, Inc. • Pharmaceutical preparations • New York
SHARE PURCHASE AGREEMENT by and among ELEVEN BIOTHERAPEUTICS, INC., VIVENTIA BIO INC., THE SHAREHOLDERS OF VIVENTIA BIO INC. (NAMED HEREIN) AND SOLELY IN ITS CAPACITY AS SELLER REPRESENTATIVE, CLAIRMARK INVESTMENTS LTD. Dated as of September 20, 2016...Share Purchase Agreement • September 21st, 2016 • Eleven Biotherapeutics, Inc. • Pharmaceutical preparations • Ontario
THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is entered into as of September 20, 2016, by and among Eleven Biotherapeutics, Inc., a Delaware corporation (the “Buyer”); Viventia Bio Inc., a corporation existing under the laws of the Province of Ontario (the “Company”); the shareholders of the Company named on the signature pages hereto (each, a “Seller” and collectively the “Sellers”); and, solely for purposes of being bound by Section 1.6, Section 1.9, Article V, Article VII and Article VIII and solely in such Person’s capacity as the Seller Representative, Clairmark Investments Ltd., a corporation incorporated under the laws of the Province of Ontario (the “Seller Representative”).
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • February 14th, 2023 • Sesen Bio, Inc. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Second Amendment”) is made and entered into as of February 13, 2023, by and among SESEN BIO, INC., a Delaware corporation (“Parent”), SEAHAWK MERGER SUB, INC., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and CARISMA THERAPEUTICS INC., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are sometimes individually referred to herein as a “Party” or collectively referred to herein as the “Parties”. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Merger Agreement.
WARRANT EXERCISE AGREEMENTWarrant Exercise Agreement • October 29th, 2019 • Sesen Bio, Inc. • Pharmaceutical preparations
THIS WARRANT EXERCISE AGREEMENT (this “Agreement”), dated as of October 28, 2019, is by and between Sesen Bio, Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”) of warrants to purchase shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”).
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. COLLABORATION AND...Collaboration and License Agreement • November 22nd, 2022 • Sesen Bio, Inc. • Pharmaceutical preparations • Delaware
This COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into and made effective as of January 7, 2022 (the “Effective Date”) by and among CARISMA Therapeutics Inc., a Delaware corporation (“Carisma”), and ModernaTX, Inc., a Delaware corporation (“Moderna”). Moderna and Carisma are each referred to herein by name or as a “Party” or, collectively, as the “Parties.”
AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • January 10th, 2023 • Sesen Bio, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of December 29, 2022 (the “Effective Date”) by and among CARISMA Therapeutics Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Schedule I hereto, severally and not jointly (each a “Purchaser” and together the “Purchasers”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 7 hereof.
LEASE AGREEMENTLease Agreement • December 9th, 2013 • Eleven Biotherapeutics, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT is dated as of January 14, 2010, between ARE-MA REGION NO. 38, LLC, a Delaware limited liability company (“Landlord”) and DENOVO THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
