ORGANOVO HOLDINGS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of , 20 Debt SecuritiesIndenture • January 19th, 2021 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • New York
INDENTURE, dated as of , 20 , by and between ORGANOVO HOLDINGS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
9,000,000 Shares Organovo Holdings, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 2016 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • New York
foregoing restrictions shall not apply to (i) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Shares or Related Securities, provided that (x) no public announcement or filing under the Exchange Act shall be permitted with respect to the establishment of such trading plan, and (y) such plan shall not provide for or permit any transfers, sales or other dispositions of Shares or Related Securities during the Lock-up Period, or (ii) the transfer of Shares or Related Securities by gift, or by will or intestate succession to a Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member; provided, however, that in the case of clause (ii), it shall be a condition to such transfer that:
ORGANOVO HOLDINGS, INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • December 30th, 2014 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • New York
Organovo Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
9,000,000 Shares of Common Stock par value $0.001 1,350,000 Over-Allotment Shares Organovo Holdings, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • August 2nd, 2013 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • New York
ContractWarrant Agreement • January 29th, 2020 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • New York
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 AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 23rd, 2019 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances)
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of March 29, 2019 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and TARVEDA THERAPEUTICS, INC., a Delaware corporation with an office located at 134 Coolidge Avenue, Watertown, Massachusetts 02472 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
WARRANT TO PURCHASE SHARES of ORGANOVO, INC. Dated as of September [__], 2011 Void after the date specified in Section 8Warrant Agreement • February 13th, 2012 • Organovo Holdings, Inc. • Real estate operators (no developers) & lessors • California
THIS CERTIFIES THAT, for value received, [_____________], or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Organovo, Inc., a Delaware corporation (the “Company”), Shares (as defined below), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Exchange Agreement and Release, dated as of September [__], 2011, by and among the Company and the purchasers described therein (the “Purchase Agreement”).
Organovo Holdings, Inc. 4,000,000 Shares of Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: November 27, 2013Equity Distribution Agreement • November 27th, 2013 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • New York
LEASE by and between BMR-134 COOLIDGE AVENUE LLC, a Delaware limited liability company and BLEND THERAPEUTICS, INC. a Delaware corporationLease • December 23rd, 2019 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances)
THIS LEASE (this “Lease”) is entered into as of this 12th day of December, 2011 (the “Execution Date”), by and between BMR-134 COOLIDGE AVENUE LLC, a Delaware limited liability company (“Landlord”), and BLEND THERAPEUTICS, INC. a Delaware corporation (“Tenant”).
SPLIT-OFF AGREEMENTSplit-Off Agreement • February 13th, 2012 • Organovo Holdings, Inc. • Real estate operators (no developers) & lessors • Delaware
This SPLIT-OFF AGREEMENT, dated as of February 8, 2012 (this “Agreement”), is entered into by and among Organovo Holdings, Inc., a Delaware corporation (“Seller”), Organovo Split Corp., a Delaware corporation (“Split-Off Subsidiary”) and Deborah Lovig (“Buyer”).
PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK ORGANOVO HOLDINGS, INC.Pre-Funded Warrant Agreement • April 30th, 2024 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances)
THIS PRE-FUNDED WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “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 ORGANOVO HOLDINGS, INC., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractWarrant Agreement • December 23rd, 2019 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE. OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
First AMENDMENT TO AMENDED AND RESTATED lease BETWEEN SAN DIEGO INSPIRE 2, LLC, AS LANDLORD, AND ORGANOVO, INC., AS TENANTLease Agreement • November 19th, 2021 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • California
This Amended and Restated Lease (the “Lease”), dated as set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), for reference purposes only, is made by and between SAN DIEGO INSPIRE 2, LLC, a Delaware limited liability company (“Landlord”), and ORGANOVO, INC., a Delaware corporation (“Tenant”). By amending and restating in its entirety a certain Lease (the “Original Lease”) dated for reference purposes as of the same date as this Lease and replacing the original tenant, Organovo Holdings, Inc., a Delaware corporation, with Organovo, Inc., a Delaware corporation, Landlord and Tenant hereby amend and restate the Original Lease so that the tenant under this Lease is Organovo, Inc., a Delaware corporation, the operating entity, as opposed to Organovo Holdings, Inc., the holding company of Organovo, Inc. This Lease supercedes in its entirety the Original Lease.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 19th, 2012 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of [insert], 201__ (the “Effective Date”) between Organovo Holdings, Inc., a Delaware corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”).
ContractWarrant Agreement • December 23rd, 2019 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE. OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
LEASE SOVA SCIENCE DISTRICT SAN DIEGO INSPIRE 1, LLC,Lease • November 25th, 2020 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • California
This Lease (the “Lease”), dated as set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), for reference purposes only, is made by and between SAN DIEGO INSPIRE 1, LLC, a Delaware limited liability company, (“Landlord”), and ORGANOVA HOLDINGS, INC., a Delaware corporation (“Tenant”).
EXHIBIT A-2 FIRST AMENDMENT TO WARRANT TO PURCHASE COMMON STOCKWarrant to Purchase Common Stock • December 5th, 2012 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • New York
This First Amendment (the “Amendment”) to Warrant to Purchase Common Stock (the “Warrant”), is made and entered into effective as of November 16, 2012 (the “Effective Date”), by and between Organovo Holdings, Inc., a Delaware corporation (the “Company”) and the undersigned (the “Holder”). Capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Warrant.
ORGANOVO HOLDINGS, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 25th, 2021 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • Delaware
Unless otherwise defined herein, the terms defined in the Organovo Holdings, Inc. 2021 Inducement Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement (the “Award Agreement”), which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) and the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 13th, 2024 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 8, 2024 (the “Effective Date”), among Organovo Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Exhibit A attached hereto (each a “Purchaser” and, collectively, the “Purchasers”).
Indemnification AgreementIndemnification Agreement • February 13th, 2012 • Organovo Holdings, Inc. • Real estate operators (no developers) & lessors • Delaware
This Indemnification Agreement (this “Agreement”), dated as of[insert date], is made by and between Organovo Holdings, Inc., a Delaware corporation (the “Company”), and ______________(the “Indemnitee”), an “agent” (as hereinafter defined) of the Company.
LICENSE AGREEMENTLicense Agreement • May 11th, 2012 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • Missouri
THIS AGREEMENT is made and entered into this 12th day of March, 2010 (“EFFECTIVE DATE”), by and between THE CURATORS OF THE UNIVERSITY OF MISSOURI, a public corporation of the State of Missouri having a principal office at The Office of Technology Management & Industry Relations, 340 Bond Life Sciences Center, Columbia, MO 65211, (“UNIVERSITY”) and Organovo having offices at 5871 Oberlin Dr., Suite 150, San Diego, CA 92121 (“LICENSEE”).
SUPPORT AGREEMENTSupport Agreement • December 16th, 2019 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of December 13, 2019, is by and between Organovo Holdings, Inc., a Delaware corporation (“Organovo”), Tarveda Therapeutics, Inc. (the “Buyer”) and the undersigned holder (the “Stockholder”) of securities of Organovo.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • May 13th, 2024 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • New York
ORGANOVO HOLDINGS, INC. STOCK OPTION AGREEMENTStock Option Agreement • March 25th, 2021 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • Delaware
Unless otherwise defined herein, the terms defined in the Organovo Holdings, Inc. 2021 Inducement Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Agreement”), including the Notice of Stock Option Grant (the “Notice of Grant”) and Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A.
LICENSE AGREEMENTLicense Agreement • May 11th, 2012 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • California
This Agreement is made and entered into by and between the Clemson University Research Foundation, a corporation duly organized and existing under the laws of South Carolina and having its principal office at 91 Technology Drive, AMRL Building, Anderson, South Carolina 29625 (hereinafter referred to as “CURF”) and Organovo, Inc., a corporation duly organized under the laws of Delaware and having its principal office at 5871 Oberlin Dr., Suite 150, San Diego, CA 92121 (hereinafter referred to as “LICENSEE”). CURF and LICENSEE shall herein also be referred to collectively as “PARTIES” or individually as “PARTY.”
EXHIBIT A-3 FIRST AMENDMENT TO WARRANT TO PURCHASE SHARESWarrant to Purchase Shares • December 5th, 2012 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • California
This First Amendment (the “Amendment”) to Warrant to Purchase Shares (the “Warrant”), is made and entered into effective as of November 16, 2012 (the “Effective Date”), by and between Organovo Holdings, Inc., a Delaware corporation (the “Company”) and the undersigned (the “Holder”). Capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Warrant.
LEASE SOVA CENTRAL SCIENCE DISTRICT SAN DIEGO INSPIRE 2, LLCLease • November 25th, 2020 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • California
This Lease (the “Lease”), dated as set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), for reference purposes only, is made by and between SAN DIEGO INSPIRE 2, LLC, a Delaware limited liability company (“Landlord”), and ORGANOVO HOLDINGS, INC., a Delaware corporation (“Tenant”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 23rd, 2019 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Employment Agreement (this “Agreement’,) dated as of July 27, 2018 (the “Effective Date”), is made by and between Tarveda Therapeutics, Inc., a Delaware corporation formerly named Blend Therapeutics, Inc., (the “Company” or “Tarveda”), and Jeffrey Bloss (“Executive”).
Separation Agreement and General ReleaseSeparation Agreement • September 22nd, 2023 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • California
This Separation Agreement and General Release (“Agreement”) is entered into by and between Jeff Miner (Employee) and Organovo, Inc. (“Company”). The Employee’s Company employment ended on August 25, 2023 (Separation Date). The “Effective Date” of this Agreement will be the eighth day following the date that the Employee signs and returns this Agreement to the Company provided the Employee does not rescind this Agreement in the seven days following the date that the Employee signs it.
ORGANOVO HOLDINGS, INC. INCENTIVE AWARD STOCK OPTION AGREEMENTIncentive Award Stock Option Agreement • August 14th, 2018 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • Delaware
In accordance with the terms of the offer letter, dated June 28, 2018, by and between Organovo Holdings, Inc. (the “Company”) and Steven G. Hughes, M.D. (“Participant”), the Compensation Committee of the Board of Directors has granted the Participant a Stock Option (the “Option”) represented by this Incentive Award Stock Option Agreement (the “Award Agreement”) as of the Date of Grant below.
ORGANOVO HOLDINGS, INC.Stock Option Award Agreement • June 9th, 2015 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • Delaware
Unless otherwise defined herein, the terms defined in the Organovo Holdings, Inc. 2012 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”), except as provided in a Superseding Agreement (as defined below).
FOURTH AMENDMENT TO LEASELease • December 23rd, 2019 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances)
THIS FOURTH AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 31st day of May, 2019, by and between BMR-134 COOLIDGE AVENUE LLC, a Delaware limited liability company (“Landlord”), and TARVEDA THERAPEUTICS, INC. (formerly known as Blend Therapeutics, Inc.), a Delaware corporation (“Tenant”).
Thomas E. Jurgensen tom@optimalawgroup.com 858.946.4697Engagement Agreement • November 5th, 2020 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances)
Re:Engagement Agreement between Optima Law Group, APC and Organovo Holdings, Inc., and its subsidiaries (hereinafter, “Agreement”)
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AMONG ORGANOVO HOLDINGS, INC., a Delaware corporation ORGANOVO ACQUISITION CORP., a Delaware corporation AND ORGANOVO, INC., a Delaware corporation February 8, 2012Merger Agreement • February 13th, 2012 • Organovo Holdings, Inc. • Real estate operators (no developers) & lessors • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 8, 2012, by and among Organovo Holdings, Inc. (f/k/a Real Estate Restoration and Rental, Inc.), a Delaware corporation (the “Parent”), Organovo Acquisition Corp., a Delaware corporation (the “Acquisition Subsidiary”) and Organovo, Inc., a Delaware corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
ORGANOVO HOLDINGS, INC. GLOBAL RESTRICTED STOCK UNIT AWARD AGREEMENTGlobal Restricted Stock Unit Award Agreement • October 25th, 2022 • Organovo Holdings, Inc. • Biological products, (no disgnostic substances) • Delaware
Unless otherwise defined herein, the terms defined in the Organovo Holdings, Inc., 2022 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Global Restricted Stock Unit Award Agreement, the Terms and Conditions of the Global Restricted Stock Unit Grant, attached hereto as Exhibit A and the Addendum, attached hereto as Exhibit B, all of which are made a part of this document (together, the “Award Agreement”).
